IDBI Trusteeship Services Limited vs Radius & Deserve Land Developers Private Limited

IA(PLAN)/82/2025- The above IA(PLAN)/82/2025 is listed for pronouncement of order. The same is pronounced in open Court, vide a separate order.

The present Interlocutory Application has been filed on 11.04.2025 (refiled on 25.07.2025) by Aegis Resolution Services Private Limited acting through its authorised representative Ms. Prajakta Menezes, Resolution Professional (“the Applicant”) of M/s. Radius & Deserve Land Developers Private Limited (“Corporate Debtor”) under Section 30(6) and 31 of the Insolvency and Bankruptcy Code, 2016 (“the Code) read with Regulation 39(4) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 with following prayers:

The Corporate Insolvency Resolution Process (“CIRP”) of M/s. Radius & Deserve Land Developers Private Limited (“Corporate Debtor”) was initiated vide order dated 03.05.2023 under Section 7 of the Code (“said order”). Pursuant to the said order, Mr. Avil Menezes was appointed as the Interim Resolution Professional (“IRP”) of the Corporate Debtor. Thereafter, a Public Announcement in Form A was issued on 05.05.2023, in two newspapers namely Free Press Journal (English) and Navshakti (Marathi), inviting claims from all the creditors on or before 17.05.2023.

Pursuant thereto, the IRP constituted Committee of Creditors (“CoC”) on 26.05.2023. The list of CoC member, along with its respective claims, admitted claims and voting shares, is set out below:

In the 1st CoC meeting dated 02.06.2023, it was resolved to appoint Aegis Resolution Services Private Limited, an Insolvency Professional Entity, as the Resolution Professional (“RP”) of the Corporate Debtor. Consequent thereto, the Applicant was formally appointed as the RP of the Corporate Debtor vide order dated 28.11.2023.

Pursuant to the 2nd CoC meeting on 03.07.2023, Form G was published on 04.07.2023 in the Free Press Journal (English) and Navshakti (Marathi – Mumbai Edition), inviting Expressions of Interest (“EoIs”), where the last date of submission was set as 03.08.2023. Further in the said meeting, the CoC was informed about the appointment of the following valuers:

The appointed valuers have submitted their Valuation Reports, annexed as Annexure – ‘Exhibit 61- Colly’. The summary of valuation by the registered valuers, as submitted is reproduced below:

The Applicant submits that, although two EOIs were received by the 3rd CoC meeting held on 11.08.2023, the CoC deferred finalisation of the Evaluation Matrix (“EM”) and Request for Resolution Plan (“RFRP”). Thereafter, in view of queries raised by the PRAs regarding the Resolution Plan submission timeline, the CoC in its 4th meeting on 17.08.2023 approved extension of timelines and issuance of a fresh Form G, which was issued on 20.08.2023. Thereafter, as only 6 out of 10 EOIs met the eligibility criteria, the CoC in its 5th meeting held on 27.09.2023, extended the EOI submission deadline till 30.10.2023 and accordingly, again Form G was issued on 30.09.2023.

In the 6th CoC meetings held on 09.11.2023, the CoC was apprised of the receipt of 12 EOIs and the eligibility of PRAs. A final list of 11 PRAs was issued on 20.11.2023. However, as no resolution plans were received by 24.12.2023, the CoC, in its 7th meeting held on 04.01.2024, approved the issuance of a fresh Form G on 06.01.2024, fixing 22.01.2024 as the last date for submission of EoIs.

It is submitted that pursuant to the receipt of two EoIs, only Deserve Builders LLP submitted a resolution plan, which was subsequently held ineligible under Section 29A of the Code in the 11th CoC meeting held on 15.04.2024. Thereafter, the Applicant informed the CoC that the internal committee of Union Bank of India had recommended the removal of the 'wilful defaulter' tag upon clearance of dues by the Group Company, though the process was yet to be formally completed. Subsequently, in the 14th CoC meeting held on 14.06.2024, the CoC rejected the Resolution Plan of Deserve Builders LLP as commercially unsatisfactory and resolved to issue a fresh Form G dated 17.08.2024. Pursuant thereto, nine EoIs were received and a list of PRAs was issued on 02.09.2024; however, as recorded in the 19th CoC meeting held on 25.10.2024, Deserve Builders LLP remained the sole Resolution Applicant. Thereafter, in the 22nd CoC meeting held on 14.02.2025, the CoC again rejected its Resolution Plan as commercially unsatisfactory and, upon being informed of an EoI received from Bharadavja Buildcon LLP on 12.02.2025, resolved to issue a fresh Form G.

Accordingly, another Form G dated 15.02.2025 was published in the Free Press Journal (English) and Navshakti (Marathi), inviting EoIs up to 19.02.2025, later extended to 21.02.2025, with 03.03.2025 fixed as the last date for submission of resolution plans. A provisional list of PRAs was issued on 21.02.2025, followed by the final list on 22.02.2025. The final list of PRAs is as follows:

The Applicant submits that the RFRP, EM, and Information Memorandum (“IM”) were shared with the PRAs on 22.02.2025.

It is submitted that in the 23rd and 24th CoC meetings held on 04.03.2025 and 21.03.2025, respectively, the four resolution plans received were from from Bharadvaja Buildcon LLP, Theme Buildcon Pvt. Ltd. (STG Realty Group), Sidheshwar Lifespaces Pvt. Ltd., and Deserve Builders LLP (pursuant to the earlier Form G) was considered and comments thereon were communicated to the respective PRAs. It is stated that Deserve Builders LLP was not included in the Final List of PRAs issued on 22.02.2025. However, considering that it had been the sole applicant to submit a Resolution Plan on the previous two occasions when Form G was reissued and had submitted a revised financial proposal, the CoC decided to open and consider its Resolution Plan, being satisfied, on the basis of the due diligence conducted by Bagchi & Gupta, Chartered Accountants, that it was eligible under Section 29A of the Code. The CoC was further apprised that responses had been received only from Bharadvaja Buildcon LLP and Deserve Builders LLP.

Thereafter, in the 25th CoC meeting held on 31.03.2025, the resolution plans were put to vote, the voting results declared on 07.04.2025 where the CoC approved the resolution plan submitted by Bharadvaja Buildcon LLP with 100% voting share. The relevant resolution passed by the CoC is reproduced below for ease of reference:

The Applicant submits that the Resolution Applicant, namely Bharadavja Buildcon LLP, is not barred by section 29A of the Code from presenting a Resolution Plan for the Corporate Debtor as per the Due Diligent Report under Section 29 A of the Code by CA Priyam Kejriwal, Bagchi & Gupta Chartered Accountants dated 28.03.2025 and Certificate of the Resolution Applicant dated 28.02.2025 under Section 29 A of the Code.

The Resolution Applicant is an LLP formed in the 2024 with the objective to execute the construction projects especially in SRA & redevelopment segment as there is huge potential in the MMRDA area.

The Resolution Applicant is formed with 50% of the capital held by Aspect Infrastructure & Construction Private Limited ("AICPL"), an Aspect Group company having more than 15 years of experience in project execution in real estate and infrastructure sector and the balance 50% of the capital is held by Karmas Buildcon LLP.

The Promoters of the Aspect Group along with the team of industry veterans have more than 15 years of experience in project analysis, land acquisition and construction of not only uber luxury projects across the city but also the projects in the medium and affordable segment. Through various Group companies engaged in real estate (commercial/residential), infrastructure construction, hospitality, the brand 'ASPECT' has a strong foothold in redevelopment projects, especially in SRA and redevelopment of residential/commercial projects and open plot developments.

The Resolution Plan includes the provision of CIRP Cost. As per the information provided in the Data Room, until February, 2025, the unpaid CIRP Cost of the Corporate Debtor was approx. Rs. 2,26,86,161/-.

During the CIRP, any cash generated by the Corporate Debtor will first be used to meet the CIRP Costs until the NCLT Approval Date. The unpaid CIRP Costs outstanding as on the NCLT Approval Date, shall be paid from the Cash Balance of the Corporate Debtor on the Transfer Date.

In the event the Cash Balance on the Transfer Date is insufficient to meet the Unpaid CIRP Costs and Interim Management Costs, such excess shall be met from the Upfront Amount. The Upfront amount of Rs. 2,50,00,000/ shall be deposited by Resolution Applicant in the CIRP account to be utilised for the payment of the unpaid CIRP Costs, unpaid Interim Costs and any other Mandatory payment under the Code.

The Unpaid CIRP Costs of the Corporate Debtor will be only paid on the Transfer Date and not prior to the Transfer Date. The CIRP Costs and the Interim Management Costs shall be paid in priority over payments to any other Stakeholders of the Corporate Debtor.

As per the Resolution Plan, on or after the Transfer Date, at the option of the Resolution Applicant, the Upfront Amount or any part thereof may be converted into equity and/or quasi-equity and/or convertible instruments and/or a combination thereof of any kind or in any other manner at the sole discretion of the Resolution Applicant/Implementing Entity.

The financial outlay of the plan is submitted as under:

Note - The Resolution Applicant has not offered any cash consideration to the Secured Financial Creditor in their Resolution Plan. Alternatively, the Resolution Applicant has proposed to allot a maximum of 1,00,000 sq ft. of area in the Constructed Free Sale area to the Secured Financial Creditor as consideration in the Resolution Plan. For arriving at a monetary consideration, a notional rate Rs. 35,000 per sq. ft. has been assumed by the Resolution Applicant (mentioned in Form H). The Resolution Applicant therefore states that the notional value of the amount to be paid to the Secured Financial Creditors is Rs. 350,00,00,000/-. If required by the Secured Financial Creditors, the Resolution Applicant will assist in the sale of the area being apportioned/assigned for the benefit of the Secured Financial Creditors. (Upper limit for delivery of entitlement to the secured Financial Creditor's is 49 months from the date of approval of the Resolution Plan.)

It is submitted that the Promoters of SRA shall infuse the initial funds. Further, the Promoters have adequate creditworthiness to infuse the funds required as the Project progresses by way of promoter funding & internal accruals. The Resolution Applicant states that the Resolution Applicant shall also explore the option of raising the required funding by way of project loan from banks and or non-banking financial companies/financial institutions required if any.

The Resolution Plan envisages initial equity investment by the Resolution Applicant for an amount aggregating upto Rs. 1,00,000/- at par (“Upfront Equity Infusion”), in respect of which the Resolution Applicant will subscribe to and will be allotted equity shares of the Corporate Debtor.

As per the RFRP dated 22.02.2025, it is stated that the Resolution Applicant shall provide Rs. 5 Crores as an Earnest Money Deposit in the form of an irrevocable and unconditional bank guarantee issued by any scheduled commercial bank in India (“Beneficiary Bank”) in favour of IDBI Trusteeship Services Limited (sole CoC members) which shall be in accordance with Format VIII (Earnest Money Deposit Bank Guarantee) or Remittance (“EMD Demand Draft”) by way of Demand Draft in the name of Radius & Deserve Land Developers Private Limited.

It is noted that, in the 23rd CoC Meeting held on 04.03.2025, the Applicant apprised the CoC that none of the PRAs had submitted the EMD of Rs. 5 Crores along with their Resolution Plans. As regards Item No. 4, the proposal to waive the requirement of furnishing an EMD by the Resolution Applicants was approved by the Committee of Creditors with 100% voting share.

As per RFRP, it is stated that the SRA shall furnish a performance security of an amount equal to Rs. 1,00,00,000/- within 5 (five) Business Days of issuance of LOI by the RP and in any case simultaneous to acceptance of the LOI by the Resolution Applicant, in one of the following forms:

Provided that depending on the terms of the Resolution Plan, the CoC may revise the terms of the PBG. Provided further that in case of Performance Security by way of direct Bank transfer as set out above, the Beneficiary Bank shall be entitled to take actions in relation to such Performance Security in accordance with the terms hereof.

The Performance Security shall be valid from the date of issuance of the letter of intent by the CoC for a period of 12 (twelve) months and shall be subject to reissuance or extension by the Resolution Applicant as may be required by the RP/CoC/Beneficiary Bank till the relevant Resolution Plan is implemented in full to the satisfaction of the CoC.

It is noted that as per Letter of Intent (LOI) dated 07.04.2025 it is stated that the SRA within a period of 5 Business Days from the date of issuance of LOI provide Rs. 1,00,00,000/- as Performance Security. The Applicant submits that the SRA deposited the Performance Security on 08.04.2025 through Transaction IDs S706874397 and S71498245, amounting to Rs. 50 Lakhs each, aggregating to Rs. 1 Crore, in the name of Bharadvaja Buildcon LLP and Bharadvaja, respectively, into Account No. 0039102000041627 maintained in the name of Radius and Deserve Land Developers Private Limited – CIRP with IDBI Bank Ltd., MIDC, Andheri East. Proof of the said deposit is annexed as Exhibit-56 to the Application.

As per the Resolution Plan, upon the approval by this Tribunal, the said amount of Rs. 1,00,00,000/- shall be adjusted towards the CIRP and other costs payable by the Resolution Applicant (which is capped at Rs. 2.50 Crores).

The Applicant submits that the approved Resolution plan is compliant with the Code read with CIRP Regulations. The applicant submits that in compliance with Resolution 39(4) of the CIRP Regulations, a compliance certificate in Form H dated 11.04.2025 was submitted.

The details of amounts provided for the stakeholder as per Form H is tabulated herein under:

*

With regards to the payment to the Operational Creditor, we note that Clause 4.3.4 of the Resolution Plan (Page 105) states that “the Operational Creditor payments as determined by the CoC, shall be therefore be made/distributed in priority to any payments being made to the Financial Creditor in compliance with Section 30(2) of the Code read with Regulation 38(1) of the CIRP Regulation.” Further, it is noted that Clause 4.3.5 of the Resolution Plan sets out the treatment of Operational Creditors, which stipulates that, “In the Resolution Applicant's assessment, the Liquidation Value is insufficient to even satisfy the Claims of the Secured Financial Creditor in full and therefore the amounts payable to the Operational Creditors (other than Employees and Workmen and Government and Statutory Authorities) in compliance with Section 30(2)(b) of the Code would be NIL. In this regard, the Resolution Applicant proposes to pay NIL amounts or Liquidation Value payable to the Operational Creditors (other than Claims of Employees and Government Authorities), whichever is higher on a proportionate basis.” Therefore, the Resolution Plan is in compliance with the requirements of Section 30(2) of the Code insofar as the payment proposed to the Operational Creditors is concerned.

The Monitoring Committee shall be responsible for the supervision of the day-to-day affairs of the Corporate Debtor from the Approval Date till the Transfer date.

The Composition of the Monitoring Committee (under Form H) is described as follows:

Management and Control of the Business of the Corporate Debtor upon Implementation of Resolution Plan:

The Monitoring Committee shall oversee the management of the affairs of the Corporate Debtor. The committee shall have the responsibility of management of the Corporate Debtor, as also of implementation and supervision of the Resolution Plan till the Transfer Date.

From the Approval Date, till the Transfer Date, the powers of the members of the Board of the Corporate Debtor shall continue to remain suspended and inoperative and all such powers shall be exercised by the Monitoring Committee in accordance with the Resolution plan.

On and from the Transfer Date, the Resolution Applicant shall be entitled to exercise sole and absolute control over the affairs of the Corporate Debtor in accordance with Applicable Law on the basis of the shares proposed to be held by the Resolution Applicant in the Corporate Debtor, and the exercise of control may involve changes to the management and executives of the Corporate Debtor as the Resolution Applicant deems fit in its sole discretion. The Monitoring Committee shall keep the Resolution Applicant fully informed and cooperate with the Resolution Applicant between the NCLT Approval Date and the Transfer Date.

On the Transfer Date, the existing shareholding (assuming that all rights in respect of the employees' stock options (whether granted, vested or otherwise), share warrants, convertible instruments or any other instrument pursuant to which the Corporate Debtor is required to issue equity shares or preference shares, have been exercised as on the Insolvency Commencement Date) of the Promoters / Promoter Group and all other existing shareholders in the Corporate Debtor (except the equity shares allotted to the Resolution Applicant and/or the Implementing Entity pursuant to Upfront Equity Infusion) shall stand cancelled without any further act or deed pursuant to the Resolution Plan ("Capital Reduction").

Upon the Capital Reduction, on the Transfer Date –

Provided below the proposed final shareholding pattern of the Corporate Debtor post the Acquisition:

Pursuant to Regulation 39(4) of the IBBI (CIRP) Regulations, 2016, the Applicant/Resolution Professional submitted the Compliance Certificate in Form H dated 11.04.2025 along with the Application.

Compliance of mandatory requirements under the Insolvency and Bankruptcy Code, 2016:

Compliance under mandatory requirements under IBBI (Insolvency Resolution Process of Corporate Debtor) Regulations, 2016:

The CIRP has been conducted as per the timeline indicated as under:

As per the interim order dated 11.08.2025 in IA/3578/2025, the Resolution Professional sought an extension of 60 days in the CIRP period w.e.f 05.03.2025 to 12.04.2025, which was duly approved by this Tribunal. It is noted that the present Interlocutory Application seeking approval of the Resolution Plan was filed on 11.04.2025; therefore, the application has been filed within the extended CIRP period.

The Applicant has filed I.A. No. 4917 of 2024 and I.A. No. 4906 of 2024 on 22.08.2024 seeking avoidance of certain transactions under Section 66 of the Insolvency and Bankruptcy Code, 2016. The said applications are presently pending adjudication before this Adjudicating Authority.

The Resolution Plan stipulates that in the event any transaction is avoided/set aside by the Adjudicating Authority in terms of Sections 43, 45, 47, 49, 50 or 66 of the Code, and any amount is received by the Resolution Professional or the Corporate Debtor in furtherance thereof, whether prior to the NCLT Approval Date or after the NCLT Approval Date or after the Transfer Date, such sums shall be solely for the benefit of the Financial Creditors. After the NCLT Approval Date, the Financial Creditors shall conduct and pursue the litigation for reversal of such transactions till their final disposal (including any appeals). The costs of such litigation shall be borne by the Financial Creditors.

The matter had come up for consideration on 31.07.2025, where the following order was passed:

In compliance with the observations in the above order, the Applicant submitted a note dated 15.09.2025 addressing the queries raised. With respect to the capital advance of Rs. 20,00,000/- paid to Girish Shah on 10.01.2014, it is submitted that Fair Value/Liquidation Value of the same has been taken as NIL as no current status information was available and the amount is barred by limitation. In regards to the option deposit of Rs. 2,40,85,00,000/- paid towards availing - 4,00,000 sq.ft. Floor Space Index (FSI) in the SRA project of group company Radius & Deserve Builders LLP (currently undergoing CIRP), Fair Value/Liquidation Value which has been taken as NIL, it is submitted that the RP has filed an application before NCLT Mumbai Bench –III for its refund as trust money. As regards payment of taxes of Rs. 33,00,000/- reflected as tax refund receivable and assigned Fair Value/Liquidation Value of NIL has been explained as due to absence of supporting documents. In regards to the balance with Statutory/Government Authorities of Rs. 5,54,00,000/- and assigned Fair Value/Liquidation Value of NIL, it is submitted that the same is outstanding since FY 2019 and the Corporate Debtor's GST registration was cancelled w.e.f. 20.11.2019.

Further, with respect to Inventory (Book Value: Rs. 310.95 Crores), representing construction work-in-progress on unsold area, it is submitted that the valuation is not NIL, GAA Advisory has assigned FV of Rs. 98.24 Cr and LV of Rs. 68.77 Cr, while KKCA Valuers LLP has assigned Fair Value of Rs. 88.54 Cr and Liquidation Value of Rs. 61.98 Cr, reflecting the development potential of the entire project given the inherent challenges involved. Regarding Short-Term Loans & Advances (Rs. 15.18 Crores) for which Fair Value/Liquidation Value has been assigned as NIL, it is submitted that as the amount due from Amigurukrupa Construction Project Pvt. Ltd. (Rs. 73,21,694/-) has seen no movement since 2013 and is barred by limitation its value has been taken NIL. The balance of Rs. 14,45,13,115/- pertaining to an interest-free loan extended by the Corporate Debtor and since no latest confirmation was available, the Applicant has filed IA 4906 of 2024 on account of related party transaction in respect thereof.

In respect to other Financial Assets (Book Value: Rs. 78.18 Crores; FV: Rs. 37.50 Crores), it is submitted that the deposit of Rs. 8,74,96,000/- paid under agreement dated 31.03.2016 (refundable at 21% p.a., computed value Rs. 22.23 Cr as on valuation date) has been assigned Fair Value/Liquidation Value of NIL, as no further information pertaining thereto was made available to the valuers. As regards to the related party transaction, it is submitted that IA No. 4901 of 2024 has been filed.

In regards to Rs. 69,43,71,000/- advanced to Deserve Exim Pvt. Ltd. (DEPL) under agreement dated 03.09.2015, for settlement of slum dwellers and obtaining SRA permissions for a consideration of Rs. 107.50 Cr, it is submitted that the aforesaid advance is under dispute, as DEPL has claimed forfeiture on the ground of partial completion of the agreed work. The accounts between the parties would require settlement based on the quantum of work completed, either through litigation or a negotiated settlement with DEPL. Accordingly, the valuers, on a conservative basis, applied a 50% discount while determining the Fair Value and a further 50% discount while determining the Liquidation Value.

Moreover, when the matter came up for consideration on 15.09.2025, the Tribunal has passed the following order:

In compliance with the aforesaid order, the Applicant filed an Additional Affidavit dated 22.09.2025 enclosing, inter alia, a note dated 15.09.2025 along with the letter dated 12.09.2017, the Information Memorandum dated 22.02.2025, and the Section 29A Affidavit submitted by the SRA. The Applicant further explained the nature and details of the transactions referred to in the note and submitted that Section 4.16.2 of the resolution plan provides that recoveries from avoidance transactions shall accrue solely to the financial creditors, who shall pursue such litigation and bear its costs, while Section 3.2.2(d) provides that any recoveries of the Corporate Debtor's assets shall likewise accrue solely to the financial creditors. It was further submitted that valuation under the Code is to assist the CoC in evaluating resolution plans and has no bearing on implementation, and that the treatment of future recoveries (from assets or avoidance proceedings) forms part of the commercial wisdom of the CoC. In line with Regulations 37(a) and 38(2)(d) of the CIRP Regulations, the resolution plan validly incorporates the treatment of such recoveries. It was also stated that avoidance and other proceedings continue independently post-approval and have no bearing on the implementation of the resolution plan, which remains enforceable in its own right.

Upon the matter being listed for further consideration on 06.10.2025, this Tribunal passed the following order:

In compliance with aforesaid order, the Applicant has submitted a note addressing the issue pertaining to Clause 3.2.2(d) of the Resolution Plan. It is submitted that the resolution plan is neither dependent nor contingent upon Clause 3.2.2(d) of the resolution plan. The recovery of the outstanding dues to the corporate debtor are subject to adjudication by respective Courts in which those recoveries are pending or will be initiated, as the case may be. Any futures recoveries will accrue for the benefit of the Secured Financial Creditor.

Further, the Applicant relied on Kalyani Transco v. M/s Bhushan Power and Steel Limited & Others (2025) SCC Online SCC 2093, wherein the Hon’ble Supreme Court have held that a resolution plan is open-ended or indeterminate only if it provides for modification or withdrawal and not merely because it grants the CoC discretion to extend implementation timelines. It is submitted that Section 3.2.2(d) of the Resolution Plan is not open-ended, as the recovery clause neither permits modification or withdrawal of the Plan nor envisages future negotiations. Since the recoveries are subject to adjudication and uncertain timelines, no fixed outer limit can be prescribed. Accordingly, the provision for transfer of recoveries “as and when realised” is valid and reflects the practical realities of asset recovery.

The note further clarified that the Resolution Plan contemplates two potential recoveries:

It is submitted that future recoveries from the assets of the Corporate Debtor shall accrue to the Secured Financial Creditor in terms of the commercial bargain between the CoC and the Successful Resolution Applicant, which falls within the CoC's commercial wisdom and is not subject to judicial review.

It is further submitted upon transfer of control and reconstitution of the Board, supervision regarding compliance with the provisions of the Resolution Plan requires the creditors in coordinate with the new management of the Corporate Debtor. Further, Clause 3.2.2(d) is binding on all stakeholders, and any breach thereof may attract proceedings under Section 74 of the Code.

Thereafter, when the matter was listed on 16.06.2026 for further consideration, this Tribunal passed the following order:

Thereafter, when the matter was listed on 23.06.2026 this Tribunal observed that certain clarifications were required in respect of the present Application and accordingly passed the following order:

In compliance with the aforesaid order, the Applicant has filed an Additional Affidavit dated 28.06.2026 enclosing inter alia the Affidavit of the Resolution Applicant dated 27.06.2026. The Applicant and Resolution Applicant clarified that the Transfer Date shall be within sixty (60) days from the approval of the Resolution Plan by this Tribunal. Clause (a) relating to the Transfer Date is subject to Clause (b), which applies only where implementation of the Resolution Plan is stayed by a competent judicial forum. As no such stay exists, the Transfer Date shall occur within sixty (60) days from the approval of the Resolution Plan, being the Feasibility and Viability Event under Clause 8.1.1, namely, the occurrence of the NCLT Approval Date and the receipt of a certified true copy of the approval order. In terms of Clause 7.3, the Resolution Applicant shall assume control of the Corporate Debtor from the Transfer Date.

The Applicant further submitted that, under Clause 3.2.2, the sole Financial Creditor has agreed to accept deferred consideration of up to 1,00,000 sq. ft. of the free-sale area available in the Slum rehabilitation project at Teenmurthi, Village Magathane, Mumbai.

The Resolution Applicant in its Additional Affidavit dated 27.06.2026 submitted that as the specific inventory cannot be identified at the time of approval, the Resolution Plan provides for execution of a Memorandum of Understanding crystallising the Secured Financial Creditor's entitlement up to 1,00,000 square feet and the Resolution Applicant will be bound by the same. Thereafter, the Resolution Applicant on obtaining requisite approvals shall commence construction of free sale. Within three (3) months of commencement of the free-sale construction, the Resolution Applicant shall execute another Memorandum of Understanding to identify the specific units to be allotted to the secured Financial Creditor.

The Resolution Applicant clarified that, the free-sale construction shall commence within twenty-five (25) months from the approval of the Resolution Plan and shall be delivered to the Secured Financial Creditor within twenty-four (24) months after the commencement of the free sale construction. Accordingly, the upper limit for delivery of entitlement to the secured Financial Creditor is forty-nine (49) months from the date of approval of the Resolution Plan and is independent of the Transfer Date. It is submitted that the Resolution Plan is unconditional and no conditionality is attached to the obligations undertaken by the Resolution Applicant thereunder.

When the matter came up for consideration on 14.07.2026, this Tribunal passed the following order:

We note that, as per the Resolution Plan, the tenure of the Monitoring Committee extends only till the Transfer Date. We also note that the upper timeline handing over of the completed entitlement to Secured Financial Creditor is Forty-nine (49) months. There is a sole CoC member – Secured Financial Creditor represented through counsel before us today. It is pertinent to note that, in the Note filed in compliance with the order dated 06.10.2025, it is stated that “the Monitoring Committee continues to be in the management of the Corporate Debtor only till control is transferred to the Successful Resolution Applicant, who thereafter reconstitutes the board of directors of the Corporate Debtor and is entrusted with the management of the affairs of the corporate debtor. After the reconstitution of the board of directors, any supervision regarding compliance with provision of the resolution plan requires the creditors to coordinate with the new management of the Corporate Debtor.” The Secured Financial Creditor has no objection to the Note provided by the Applicant which essentially means that the beneficiary of the entitlement from completed projected – being the sole Secured Financial Creditor shall coordinate with Corporate Debtor till full implementation of the Plan.

We have also taken note of the submission made by the Ld. Counsel appearing for the Secured Financial Creditor, during the course of the hearing held on 14.07.2026, to the effect that there is nothing in the Company, and that the Secured Financial Creditor is satisfied that the timeline proposed under the plan is feasible and viable.

On perusal of Form-H, it is seen that the Resolution Plan is in compliance with the mandatory compliances as stipulated under Section 30(2) of the Code. The SRA has submitted a certificate under Section 29 A of the Code dated 28.02.2025 as attached as ‘Exhibit – 60 (Page – 913)’ along with the Due Diligence Report by the Bagchi & Gupta on 28.03.2025 and the Certificate under Section 29 A by the Applicant as attached as ‘Exhibit – 54- Colly (Page - 735)’ and ‘Exhibit – 57 (Page – 775)’, respectively, stating that neither the Resolution Applicant nor any person connected to it, as defined under the Code, is ineligible under Section 29A of the Code. Accordingly, the Resolution Plan is not in contravention of any of the provisions of Section 29A of the Code and is in accordance with law.

In K Sashidhar v. Indian Overseas Bank & Others (2019) 12 SCC 150, the Hon’ble Apex Court held that if the CoC had approved the Resolution Plan by requisite percent of voting share, then as per section 30(6) of the Code, it is imperative for the Resolution Professional to submit the same to the Adjudicating Authority (NCLT). On receipt of such a proposal, the Adjudicating Authority is required to satisfy itself that the Resolution Plan, as approved by CoC, meets the requirements specified in Section 30(2). The Hon’ble Apex Court further observed that the role of the NCLT is ‘no more and no less’. The Hon’ble Apex Court further held that the discretion of the Adjudicating Authority is circumscribed by Section 31 and is limited to scrutiny of the Resolution Plan “as approved” by the requisite percent of voting share of financial creditors. Even in that enquiry, the grounds on which the Adjudicating Authority can reject the Resolution Plan is in reference to matters specified in Section 30(2) when the Resolution Plan does not conform to the stated requirements.

In view of the law laid down by Hon’ble Supreme Court, the commercial wisdom of the COC is to be given paramount importance for approval / rejection of the resolution plan. As the Resolution Plan meets the requirements of the Code and the IBBI (CIRP) Regulations, 2016 the same needs to be approved. Accordingly, the Resolution Plan is approved with the following directions:

a. Approval of the Resolution Plan shall not be a ground for termination of any existing consents, approvals, licenses, concessions, authorizations, permits or the like that has been granted to the Said corporate debtor or for which the Said corporate debtor has made an application for renewal, grant permissions, sanctions, consents, approvals, allowances, exemptions etc.

b. Any exemption as sought for in relation to the payment of registration charges, stamp duty, taxes and fees arising out of the implementation of the Resolution Plan is not granted but the Resolution Applicant is at liberty to approach Competent Authorities for the exemptions if permitted under the law.

c. For past non-compliances of the Said corporate debtor under applicable laws the Resolution Applicant shall not be liable for any liabilities and offences committed prior to the commencement of CIRP as stipulated under Section 32A of IBC, 2016, and subject to fulfilment of the condition therein.

d. It is hereby clarified that in terms of the Judgement of Hon'ble Supreme Court in the matter of Ghanshyam Mishra and Sons Private Limited Vs. Edelweiss Asset Reconstruction Company Limited (2021) 9 SCC 657, on the date of approval of the Resolution Plan by the Adjudicating Authority, all such claims which are not a part of Resolution Plan, shall stand extinguished and no person will be entitled to initiate or continue any proceedings in respect of a claim which is not a part of the Resolution Plan.

e. With regard to other concessions and reliefs, most of them are subsumed in the reliefs granted above. The relief included in any part of resolution plan, which is not expressly granted above, shall not be construed as granted. The exemptions if any sought in violation of any law in force, it is hereby clarified that such exemptions shall be construed as not granted. It is further clarified that the reliefs and concessions sought which are beyond the scope of provisions of Section 31(1) and Section 32A of the Code cannot be granted and are as such deemed to have not been granted.

f. It is also clarified that, if this Resolution Plan stipulates or provides for any benefit flowing through any other law, then the same may be deemed as not allowed/approved and would be open to action by the concerned authority in accordance with law.

Accordingly, the Resolution Plan submitted by M/s. Bharadavja Buildcon LLP is hereby approved, and I.A. (PLAN) NO. 82 OF 2025 is allowed to the extent above and is disposed off.