In Re: M/s. Jomer Properties and Investments Private Limited

2. ABOUT THE CORPORATE DEBTOR

CIRP OF THE CORPORATE DEBTOR

TOTAL CIRP EXTENSIONS

8. STATEMENT OF CLAIMS AS ON THE DATE OF APPROVAL OF THE RESOLUTION PLAN AS FOLLOWS:

9. BRIEF OUTLINE OF THE RESOLUTION PLAN PASSED BY THE COC ON 02.04.2025:

10. DELIBERATION OF THE COC ON THE FEASIBILITY OF THE PLAN

The Committee of Creditors (CoC) held a detailed discussion under Section 30(2) of the Insolvency and Bankruptcy Code, 2016, to evaluate the viability and feasibility of the resolution plan submitted by the Resolution Applicant. The financial terms of the plan propose a total settlement amount of Rs 5,93,29,629/-, which includes payments towards insolvency resolution process costs, secured financial creditors, operational creditors including government dues, and other creditors. Upon review, the CoC noted that the total value offered under the resolution plan exceeds the liquidation value of the Corporate Debtor, which stands at Rs.4,98,50,000/- (as determined based on the average value of land and building). This indicates that the resolution plan is providing a better realization than the liquidation scenario, thereby aligning with the objective of value maximization under the Code. The CoC further noted that an auction of the Corporate Debtor's property was earlier conducted by State Bank of India (SBI) on 31st May 2023, with a reserve price of 25.52 crore. However, the auction did not receive any bids and was declared unsuccessful. In comparison, the current resolution plan offers a higher settlement value than the minimum reserve price fixed for the auction. This comparison reinforces the economic advantage of approving the resolution plan as opposed to attempting another sale under the liquidation route, which may also involve further depreciation in asset value and time delays. It was brought to the attention of the CoC that out of the 8 units hypothecated to SBI, 2 units had been sold by the promoters of the Corporate Debtor without authorization from the secured creditor. An application under Section 66 of the IBC has already been filed by the Resolution Professional against the promoters for fraudulent transactions in this regard. It is acknowledged that the Resolution Applicant will face challenges in reclaiming legal possession and title of these units, which may require significant time and financial resources, thereby impacting the overall realization. This concern was duly considered while assessing the commercial viability of the plan. Additionally, the CoC discussed existing disputes between the Corporate Debtor and the Commercial Owners Association of the project "Jomer Symphony", particularly in relation to shared amenities and electricity connections. These disputes are likely to pose operational challenges post-resolution and may necessitate legal and administrative interventions by the Resolution Applicant to ensure smooth functioning. Despite these complexities, the CoC, after careful evaluation of all the above factors, including the comparative financial outcomes and the efforts required to address the legal and operational issues, found the resolution plan to be feasible and viable.

11. DETAILS OF THE SUCCESSFUL RESOLUTION APPLICANT

12. FINANCIAL PROPOSAL UNDER THE RESOLUTION PLAN IS TABULATED BELOW:

13. THE SALIENT FEATURES OF THE RESOLUTION PLAN ARE: -

c) PAYMENT TO FINANCIAL CREDITORS

e) PAYMENT TO OPERATIONAL CREDITORS :

f) REVIVAL PLAN & RATIONALE:

g) FEASIBILITY AND VIABILITY OF THE PLAN

14. IMPLEMENTATION AND MONITORING COMMITTEE

15. MANNER OF SUPERVISION AND IMPLEMENTATION OF THE PLAN

The Monitoring Committee will supervise the implementation of the Plan throughout the Monitoring Period in accordance with clause 17 of the Resolution Plan.

After the implementation of the plan the, Corporate Debtor shall manage the affairs of the Corporate Debtor after doing necessary improvements in the assets of the Corporate Debtor.

16.

THE INDICATIVE REPAYMENT TENURE TOWARDS VARIOUS CREDITORS IN THE EVENT OF THE IMPLEMENTATION OF THE RESOLUTION PLAN FROM THE APPROVAL DATE IS AS FOLLOWS:

Sl No	Activity	Indicative Timeline	Responsibility
Stage I- Approval Process of Resolution Plan
1	Approval of Plan by CoC including distribution entitlements to Creditors	A	CoC/Resolution Professional
2	Application to NCLT for approval of Resolution Plan	B	Resolution Professional
3	Approval by NCLT of the Resolution Plan and receipt of the certified copy of the order by the	C	Resolution Professional

	Resolution Applicant
4	Acceptance of Letter of Intent	As per Process Memorandum	Resolution Applicant
5	Submission of Performance Guarantee	As per Process Memorandum	Resolution Applicant
6	Notice on the Corporate Debtor/ Subsidiary's website	Within C + 5 Business Days	Resolution Professional
7	Intimation to the Governmental Authorities, if required in terms of the Applicable Law		Resolution Professional
8	Intimation to all creditors, existing shareholders and any other stakeholder of the Corporate Debtor/ Subsidiary (if any as required under the Code)		Resolution Professional
Stage II- Implementation of Plan
1	Appointment of the Monitoring Agent under the sole guidance and instruction of the Monitoring Committee	On and from C	Monitoring Committee / Resolution Applicant
2	Execution of material agreements such as escrow agreement, agreement with monitoring agent, giving	On and from C	CoC/ Monitoring Committee/ Resolution Applicant

	effect to the Plan
3	Payment of upfront to escrow account towards CIRP costs as per the Resolution Plan	CIRP Cost on or before 45 days from the NCLT Approval Date as Clause 8.1	Monitoring Agent/Resolution Applicant
4	Payment to escrow account Rs. 1,50,00,000/- towards to secured financial creditors as per the Resolution Plan	Payment to escrow account Rs. 1,50,00,000 /- towards to secured financial creditors as per the Resolution Plan	Monitoring Agent/Resolution Applicant
5	Payment to escrow account towards Govt. dues	On or before 45 days from the NCLT Approval date	Monitoring Agent /Resolution Applicant
6	Payment to escrow account ESI & PF	On or before 45 days from the NCLT Approval date	Monitoring Agent /Resolution Applicant
7	Payment to escrow account Rs.1,25,00,000/- towards to secured financial creditors as per the Resolution Plan	On or before 75 days from the NCLT Approval date	Monitoring Agent /Resolution Applicant

8	Payment to escrow account Rs. 1,25,00,000/- towards to secured financial creditors as per the Resolution Plan	On or before 105 days from the NCLT Approval date	Monitoring Agent /Resolution Applicant
9	Payment to escrow account Rs. 1,25,00,000/- towards to secured financial creditors as per the Resolution Plan	On or before 135 days from the NCLT Approval date	Monitoring Agent /Resolution Applicant
10	Appointment of directors nominated by the Resolution Applicant in the Corporate Debtor	On and from NCLT Approval Date	Professional/ Monitoring Agent /Monitoring Committee / Resolution Applicant
11	Replacements and Improvements of CD assets	On and from 135 days from NCLT Approval date.	Resolution Applicant

17.

Further, the Resolution Applicant has furnished a Performance Bank Guarantee dated 10.04.2025 issued by Federal Bank for an amount of Rs. 59.3 lakhs.

18.

An affidavit by the Resolution Applicant confirming that all genuine claims relating to provident fund and gratuity dues up to the date of plan approval is filed as Annexure VIII.

19.

That the Resolution Professional has filed an affidavit as Annexure XIII, confirming the following

(i)

that due diligence was conducted on the eligibility of the Resolution Applicant under Section 29A of the Code and the same was found in order, and

(ii)

that there are no contingent liabilities of the Corporate Debtor pending as on the date of commencement of CIRP or prior to the CoC's approval of the plan.

20.

The CoC, having approved the Resolution Plan with 100% voting share, has authorised the Resolution Professional to approach this Tribunal under Regulation 39(4) of the CIRP Regulations for approval of the Resolution Plan. And stated that this Resolution Plan satisfies the commercial wisdom of the CoC and complies with all requirements under the Code and does not contravene any provision of law.

21.

The Resolution Professional has also submitted Form H under the CIRP Regulations, as Annexure XVIII

FORM H COMPLIANCE CERTIFICATE

(Under Regulation 39(4) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016

I, CA Kizhakkekara Kuriakose Jose, an insolvency professional enrolled with Indian Institute of Insolvency Professionals of ICAI and registered with the Board with registration number IBBI/IPA- 001/IP-P00445/2017-2018/10788, am the resolution professional for the corporate insolvency resolution process (CIRP) of Jomer Properties & Investments Private Limited.

1A. The details of the CIRP are as under:

Sl. No.	Particulars	Description
1	Name of the CD	Jomer Properties & Investments Private Limited
2	Date of Initiation of CIRP	16-02-2024
3	Date of Appointment of IRP	16-02-2024
4	Date of Publication of Public Announcement	19-02-2024
5	Date of Constitution of CoC	10-03-2024
6	Date of First Meeting of CoC	14-03-2024
7	Date of Appointment of RP	16-04-2024
8	Date of Appointment of Registered Valuers	04-04-2024
9	Date of Issue of Invitation for EoI (In case of multiple issuance of EoI, please specify all such dates)	19-04-2024
10	Date of Final List of Eligible Prospective Resolution Applicants	29-05-2024
11	Date of Invitation of Resolution Plan	14-10-2024
12	Last Date of Submission of Resolution Plan	13-11-2024
13	Date of submission of Resolution Plan to the RP	13-11-2024
14	Date of placing the Resolution Plan before the CoC	26-11-2024
15	Date of Approval of Resolution Plan by CoC	02-04-2025
16	Date of Filing of Resolution Plan with Adjudicating	11-04-2025

	Authority
17	Date of Expiry of 180 days of CIRP	14-08-2024
18	Date of each order extending/excluding the period of CIRP on request filed by RP	30-08-2024, 12-11-2024, 07-12-2025, 21-03-2025
19	Date of Expiry of Extended Period of CIRP	13-04-2024
20	Fair Value	6,45,00,000/-
21	Liquidation value	4,98,50,000/-
22	Number of Meetings of CoC held	12

1B. (i) Whether Application for approval of Resolution Plan filed within 180 days of CIRP initiation - No

(ii)

Number of days beyond 180 days taken for filing application for resolution plan: 241 days

(iii)

Reasons for delay - Information memorandum was delayed due to non-cooperation from corporate debtor and delay in the litigations and also delays in the approval of resolution plan by COC.

I hereby certify that-

(i)

the said Resolution Plan complies with all the provisions of the Insolvency and Bankruptcy Code, 2016 (IBC/Code), the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 (CIRP Regulations) and does not contravene any of the provisions of the law for the time being in force.

(ii)

the Resolution Applicant Mr. Tiju Varghese Chacko has submitted an affidavit pursuant to section 30(1) of the Code confirming its eligibility under section 29A of the Code to submit resolution plan. The contents of the said affidavit are in order.

(iii)

the said Resolution Plan has been approved by the CoC in accordance with the provisions of the Code and the CIRP Regulations made thereunder. The Resolution Plan has been approved by (100%) of voting share of financial creditors after considering its feasibility and viability and other requirements specified by the CIRP Regulations.

(iv)

The voting was held in the meeting of the CoC on 02-04-2024 where all the members of the CoC were present.

or

I sought vote of members of the CoC by electronic voting system which was kept open at least for 24 hours as per regulation 26.

3.

The details and documents related to the successful resolution applicant are as under:

Sl. No.	Particulars	Description
1.	Name of Successful Resolution Applicant (SRA)	Mr. Tiju Varghese Chacko
2.	Nature of Business of SRA	Real Estate Business
3.	Relationship status of SRA with CD, if any	Nil
4.	Whether SRA is eligible to submit plan u/s 240A of IBC in case of MSME CD	N A
5.	Due Diligence Certificate of the RP u/s 29A of IBC for the SRA (attached copy of certificate)	Yes

4.

The details of CIRP, and resolution plan are as under:

Sl. No.	Particulars					Description
1.	Whether Corporate Debtor is an MSME, if so, Date of obtaining MSME registration (attached copy of registration certificate)					No
2.	Business of the CD)					Real Estate Business
3.	Total admitted claims (Amount in Rs.)					2,49,23,65,087.49/-
	Sl. No.	Description	Principal	Interest and penalty, if any	Total
	1.	Corporate Guarantee claims	23,41,98,616.18/-	2,09,93,14,850.31/-	2,33,35,13,466.49/-
	2.	Other than Corporate Guarantee claims	6,52,40,537.00/-	9,36,11,084.52/-	15,88,51,621/-
4.	Resolution Plan Value (including insolvency resolution process cost, infusion of funds etc) (In the case of real estate CDs, provide the monetary value of flats etc. given to allottees) (attached copy of Resolution plan)					5,93,29,629/-
5.	Voting percentage (%) of CoC in favour of Resolution Plan					100%

(attached copy of minutes approving resolution plan)

5.

Details of implementation of resolution plan:

Sl. No.	Particulars	Description
1.	Amount of Performance Guarantee furnished by SRA (in Rs.) and its validity (attached document)	Rs 59,33,000/- 09-10-2025

(attached copy of minutes approving resolution plan)

5.

Details of implementation of resolution plan:

Sl. No.	Particulars	Description
1.	Amount of Performance Guarantee furnished by SRA (in Rs.) and its validity (attached document)	Rs 59,33,000/- 09-10-2025

2.

Source of funds (in brief)

1. The Resolution Applicant's own resources: This includes their personal net worth and expected repayments from investments in other successfully resolved companies (Heera Construction and ITMA Hotels). 2. Funds already in the Applicant's bank account: Sufficient to cover the initial performance guarantee and first creditor instalment. 3. Additional support: The remaining balance will be sourced from friends, relatives, financial institutions, group companies, and associates who have supported previous successful resolutions.

3.	Capital restructuring and management of CD post approval of resolution plan (in brief including shareholding proposed to be transferred in favour of SRA)	• Ownership: The Resolution Applicant (Mr. Tiju Varghese Chacko) will get 100% ownership of the Corporate Debtor. All existing shares will be cancelled, and new shares issued to him. • Management: ○ Immediately: The current directors are removed, and Mr. Tiju Varghese Chacko and his nominees form the new board. ○ During Implementation: A "Monitoring Committee" (with SRA representation) oversees operations. ○ Post-Implementation: The new board (led by Mr. Tiju Varghese Chacko) takes full management control.
4.	Term and implementation of plan (in brief)	1. The "Term" of the Resolution Plan commences on the NCLT Approval Date and continues until the payments to the creditors as envisaged in this Resolution Plan are completed. 2. The final payments to creditors are to be made on or before 135 days from the NCLT Approval Date.
5.	Details of monitoring committee (in brief)	The Monitoring Committee will be formed after the NCLT approves the Resolution Plan and will operate until the plan is fully implemented. • Composition: ○ 1 representative from the Secured Financial Creditor (State Bank of India). ○ 1 representative from the Resolution Applicant (Mr. Tiju Varghese Chacko). ○ The Monitoring Agent (initially the RP, Mr. CA Kizhakkekkara Kuriakose Jose, or an appointee of the committee).
6.	Effective date of resolution plan implementation	The effective date of the Resolution Plan is the NCLT Approval Date.

6.

The list of financial creditors of the CD being members of the CoC and distribution of voting share among them is as under:

Sl. No.	Name of Creditor	Voting Share (%)	Voting for Resolution Plan (Voted for / Dissented / Abstained)
1	State Bank of India	100%	100%(Voted)

7A. Realisable amount:

Sl. No.	Particulars	Description
1.	Total Realisable amount under the plan (In case of real estate CDs, provide the monetary value of flats etc. given to allottees)	5,49,43,072/-
2.	Fair Value	6,45,00,000/-
3.	Liquidation Value	4,98,50,000/-
4.	Percentage (%) of realisable amount to Fair Value	85.18%
5.	Percentage (%) of realisable amount to Liquidation Value	110.21%

6.	Percentage (%) of realisable amount to Principal amount	136.10%
7.	Percentage (%) of realisable amount to Total admitted claims	2.20%
8.	Percentage (%) of realisable amount to Other than admitted Corporate Guarantee claims	34.58%

7B. Details of Realisable amount:

Stakeholder Type	Amount(s)				Payment schedule
	Amount Claimed	Amount Admitted	Realisable amount under the plan	Amount realizable in plan to amount claimed (%)
(i) Secured Financial Creditors - Creditors not having a right to vote under sub-section (2) of section 21 - Dissenting - Assenting	1,363.18/-	1,363.18/-			1,50.00/- (on or before 45 days from the date of NCLT approval) 1,25.00/- (on or before 75 days from the date of NCLT approval)
Unsecured Financial Creditors -Creditors not having a right to vote under sub-section (2) of section 21 - Dissenting - Assenting	23,335.13/-	23,335.13/-	525.00/-	2.12%	1,25.00/- (on or before 105 days from the date of NCLT approval) 1,25.00/- (on or before 135 days from the date of NCLT approval)

Operational Creditors	338.97/-	206.04/-	5.15/-	1.52%
(i) Government	338.97/-	206.04/-	5.15/-	1.52%	5.15/- (on or before 45 days from the date of NCLT approval)
(ii) Workmen - PF dues - Other dues	NA	NA	NA	NA	NA
(iii)Employees - PF dues - Other dues	NA	NA	NA	NA	NA
(iv)Other Operational creditors	NA	NA	NA	NA	NA
Other Debts and Dues	19.27/-	19.27/-	19.27/-	100%	19.27/- (on or before 45 days from the date of NCLT approval)
Shareholders	NA	NA	NA	NA
Total	25,056.57/-	24,923.65/-	549.43/-	2.2%

8.

The time frame proposed for obtaining relevant approvals is as under: NA

Sl. No.	Nature of Approval	Name of applicable law	Name of Authority who will grant Approval	When to be obtained
1
2

9.

Steps to be taken by the concerned parties post approval of resolution plan by AA:

Next Step(s)	Name of Party	Timeline

10.

Details of Income Tax losses carry forward under Section 79(2)(c) of Income Tax Act, 1961, if any. The unabsorbed depreciation carried forward from AY 2014-15 is ₹1,22,773/-.

11.

Amount of Regulatory fee payable (0.25%) to the Board under Regulation 31A [Rs 137358/- and affidavit to the said effect is submitted by the SRA to the Resolution Professional.

12.

Status of Preferential, Undervalued, Fraudulent and Extortionate transactions and how these are dealt in the resolution plan, if any

Sl. No.	Type of Transaction	Amount (Rs.)	Date of Filing with Adjudicating Authority	Date of Order of the Adjudicating Authority	Brief of the Order	How it is dealt in resolution plan
1	Preferential transactions u/s 43	15,11,536.00/-	04-01-2025	Order not yet issued		Go to Financial Creditor SBI
2	Undervalued transactions u/s 45	NA	NA	NA	NA	NA
3	Extortionate credit transactions u/s 50	NA	NA	NA	NA	NA
4	Fraudulent transactions u/s 66	2,23,69,550.00/-	04-01-2025	Order not yet issued		Go to SRA
5.	Combination of PUFE transactions	NA	NA	NA	NA	NA
	Total	2,38,81,086.00/-

13.

If resolution plan submitted by suspended director/ promoter of CD, any PUFE applications against the suspended directors are pending, if so the details of the same: NA

14.

Details of other IAs pending against the Corporate Debtor:

Filing No.	Date of Application	Applicant(s) name	Respondent(s) name	Amount Involved, if any	Issue involved (in brief)
32141170030 12025	10-04-2025	Jomer Symphony Service Apartment Owners Association	Jomer Properties and Investments P Ltd Royal Heights P Ltd K K Jose RP	13,73,07,22 7	Rejection of claims

15.

Other compliances

a. The committee has approved a plan providing for contribution under regulation 39B as under:

(i)

Estimated liquidation cost: Rs. 31,95,829.00/-

(ii)

Estimated liquid assets available: Rs. 4,98,50,000.00/-

b. The committee has recommended under regulation 39C as under:

(i)

Sale of corporate debtor as a going concern: Yes

(ii)

Sale of business of corporate debtor as a going concern: No

c. The committee has fixed, in consultation with the resolution professional, the fee payable Rs. 22,15,829.00/- to the liquidator during the liquidation period under regulation 39D.

16.

Whether Resolution Plan is subject to any contingency/condition - No

17.

The Resolution Plan has been filed 421 days after the commencement of CIRP (in terms of Section 12 of the Code).

Declaration

I CA Kizhakkekara Kuriakose Jose hereby certify that that the contents of this certificate are true and correct to the best of my knowledge and belief, and nothing material has been concealed therefrom. (Signature) Name of the Resolution Professional: CA Kizhakkekara Kuriakose Jose IP Registration No: IBBI/IPA- 001/IP-P00445/2017-2018/10788 Address as registered with the Board: First Floor, Yenvee Complex, Temple Road, Aluva - 683101 Email id as registered with the Board: [email protected]

22.

The Resolution Professional has submitted the details of various compliances as envisaged by the Code and the CIRP Regulations, which a Resolution Plan is required to adhere to, as follows:

ANALYSIS AND FINDINGS

19...In the present case, however, our focus must be on the dispensation governing the process of approval or rejection of resolution plan by the CoC. The CoC is called upon to consider the resolution plan under Section 30(4) of the I&B Code after it is verified and vetted by the resolution professional as being compliant with all the statutory requirements specified in Section 30(2).

55.

Whereas, the discretion of the adjudicating authority (NCLT) is circumscribed by Section 31 limited to scrutiny of the resolution plan, as approved by the requisite per cent 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. Reverting to Section 30(2), the enquiry to be done is in respect of whether the resolution plan provides: (i) the payment of insolvency resolution process costs in a specified manner in priority to the repayment of other debts of the corporate debtor, (ii) the repayment of the debts of operational creditors in prescribed manner, (iii) the management of the affairs of the corporate debtor, (iv) the implementation and supervision of the resolution plan, (v) does not contravene any of the provisions of the law for the time being in force, (vi) conforms to such other requirements as may be specified by the Board. The Board referred to is established under Section 188 of the I&B Code. The powers and functions of the Board have been delineated in Section 196 of the I&B Code. None of the specified functions of the Board, directly or indirectly, pertain to regulating the manner in which the financial creditors ought to or ought not to exercise their commercial wisdom during the voting on the resolution plan under Section 30(4) of the I&B Code. The subjective satisfaction of the financial creditors at the time of voting is bound to be a mixed baggage of variety of factors. To wit, the feasibility and viability of the proposed resolution plan and including their perceptions about the general capability of the resolution applicant to translate the projected plan into a reality. The resolution applicant may have given projections backed by normative data but still in the opinion of the dissenting financial creditors, it would not be free from being speculative. These aspects are completely within the domain of the financial creditors who are called upon to vote on the resolution plan under Section 30(4) of the I&B Code.

58.

Indubitably, the inquiry in such an appeal would be limited to the power exercisable by the resolution professional under Section 30(2) of the I&B Code or, at best, by the adjudicating authority (NCLT) under Section 31(2) read with Section 31(1) of the I&B Code. No other inquiry would be permissible. Further, the jurisdiction bestowed upon the appellate authority (NCLAT) is also expressly circumscribed. It can examine the challenge only in relation to the grounds specified in Section 61(3) of the I&B Code, which is limited to matters 'other than' enquiry into the autonomy or commercial wisdom of the dissenting financial creditors. Thus, the prescribed authorities (NCLT/NCLAT) have been endowed with limited jurisdiction as specified in the I&B Code and not to act as a court of equity or exercise plenary powers.

42- Thus, it is clear that the limited judicial review available, which can in no circumstance trespass upon a business decision of the majority of the Committee of Creditors, has to be within the four corners of section 30(2) of the Code, insofar as the Adjudicating Authority is concerned, and section 32 read with section 61(3) of the Code, insofar as the Appellate Tribunal is concerned, the parameters of such review having been clearly laid down in K. Sashidhar (supra).

73.

There is no doubt whatsoever that the ultimate discretion of what to pay and how much to pay each class or sub-class of creditors is with the Committee of Creditors, but, the decision of such Committee must reflect the fact that it has taken into account maximizing the value of the assets of the corporate debtor and the fact that it has adequately balanced the interests of all stakeholders including operational creditors. This being the case, judicial review of the Adjudicating Authority that the resolution plan as approved by the Committee of Creditors has met the requirements referred to in Section 30(2) would include judicial review that is mentioned in Section 30(2)(e), as the provisions of the Code are also provisions of law for the time being in force. Thus, while the Adjudicating Authority cannot interfere on merits with the commercial decision taken by the Committee of Creditors, the limited judicial review available is to see that the Committee of Creditors has taken into account the fact that the corporate debtor needs to keep going as a going concern during the insolvency resolution process; that it needs to maximise the value of its assets; and that the interests of all stakeholders including operational creditors has been taken care of. If the Adjudicating Authority finds, on a given set of facts, that the aforesaid parameters have not been kept in view, it may send a resolution plan back to the Committee of Creditors to re-submit such plan after satisfying the aforesaid parameters. The reasons given by the Committee of Creditors while approving a resolution plan may thus be looked at by the Adjudicating Authority only from this point of view, and once it is satisfied that the Committee of Creditors has paid attention to these key features, it must then pass the resolution plan, other things being equal.

10.

As regards the process of consideration and approval of resolution plan, it is now beyond a shadow of doubt that the matter is essentially that of the commercial wisdom of Committee of Creditors and the scope of judicial review remains limited within the four-corners of Section 30(2) of the Code for the Adjudicating Authority; and Section 30(2) read with Section 61(3) for the Appellate Authority.

11.

It needs hardly any elaboration that financial proposal in the resolution plan forms the core of the business decision of Committee of Creditors. Once it is found that all the mandatory requirements have been duly complied with and taken care of, the process of judicial review cannot be stretched to carry out quantitative analysis qua a particular creditor or any stakeholder, who may carry his own dissatisfaction. In other words, in the scheme of IBC, every dissatisfaction does not partake the character of a legal grievance and cannot be taken up as a ground of appeal.

12.

The provisions of amended sub-section (4) of Section 30 of the Code, on which excessive reliance is placed on behalf of the appellant, in our view, do not make out any case for interference with the resolution plan at the instance of the appellant. The purport and effect of the amendment to sub-section (4) of Section 30 of the Code, by way of subclause (b) of Section 6 of the Amending Act of 2019, was also explained by this Court in Essar Steel(supra), as duly taken note of by the Appellate Authority (vide the extraction hereinbefore). The NCLAT was, therefore, right in observing that such amendment to sub-section (4) of Section 30 only amplified the considerations for the Committee of Creditors while exercising its commercial wisdom so as to take an informed decision in regard to the viability and feasibility of resolution plan, with fairness of distribution amongst similarly situated creditors; and the business decision taken in exercise of the commercial wisdom of CoC does not call for interference unless creditors belonging to a class being similarly situated are denied fair and equitable treatment.

21.

This Court has consistently held that the commercial wisdom of the CoC has been given paramount status without any judicial intervention for ensuring completion of the stated processes within the timelines prescribed by the IBC. It has been held that there is an intrinsic assumption, that financial creditors are fully informed about the viability of the corporate debtor and feasibility of the proposed resolution plan. They act on the basis of thorough examination of the proposed resolution plan and assessment made by their team of experts

73.

The position of law, propounded by this Court is that commercial wisdom of CoC means a considered decision taken by the CoC with reference to the commercial interest, the interest of revival of Corporate Debtor and maximization of value of its assets. This wisdom is not a matter of rhetoric but is denoting a well-considered decision by the CoC as the protagonist of CIRP. The CoC therefore has to take into consideration the mandatory requirements of the Code as well as the Regulations framed by the Board, and to see that the Insolvency Resolution of the Corporate Debtor is completed in a time-bound manner and for maximization of value of assets of the Corporate Debtor. The mandatory requirements under the Code are, the compliance of the time limit specified in Section 12, the compliance of Section 29A to see whether the Resolution Applicant is an eligible applicant to submit the plan, the compliance of sub-section (2) of Section 30 of IBC etc. The mandatory requirements stated in Regulation 38 of the Regulations, 2016 are that the Resolution Plan must demonstrate that it addresses the cause of default, that it is feasible and viable, it has the provisions for its effective implementation and the Resolution Applicant has the capability to implement the Resolution Plan in a time bound manner. If the Resolution Plan does not comply with such mandatory requirements and such plan is approved by the CoC, it could not be said that the CoC had exercised its commercial wisdom while approving such Resolution Plan.

Additionally, the CoC discussed existing disputes between the Corporate Debtor and the Commercial Owners Association of the project "Jomer Symphony", particularly in relation to shared amenities and electricity connections. These disputes are likely to pose operational challenges post-resolution and may necessitate legal and administrative interventions by the Resolution Applicant to ensure smooth functioning. Despite these complexities, the CoC, after careful evaluation of all the above factors, including the comparative financial outcomes and the efforts required to address the legal and operational issues, found the resolution plan to be feasible and viable.

“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 to a claim, which is not part of the resolution plan.”

“95.

(i) Once a resolution plan is duly approved by the adjudicating authority under sub-section (1) of Section 31, the claims as provided in the resolution plan shall stand frozen and will be binding on the corporate debtor and its employees, members, creditors, including the Central Government, any State Government or any local authority, guarantors and other stakeholders. On the date of approval of resolution plan by the adjudicating authority, all such claims, which are not a part of the resolution plan shall stand extinguished and no person will be entitled to initiate or continue any proceedings in respect to a claim, which is not part of the resolution plan;

(ii)

2019 Amendment to Section 31 of the I&B Code is clarificatory and declaratory in nature and therefore will be effective from the date on which the Code has come into effect;

(iii)

consequently, all the dues including the statutory dues owed to the Central Government, any State Government or any local authority, if not part of the resolution plan, shall stand extinguished and no proceedings in respect of such dues for the period prior to the date on which the adjudicating authority grants its approval under Section 31 could be continued."