Shubhyuvi Infrastructure LLP vs Ravi Sethia & Anr.

Ashok Bhushan, J.

These two Appeal(s) have been filed by the same Appellant challenging two orders passed by National Company Law Tribunal, Mumbai Bench, Court-IV in I.A. (IB) No.3777 of 2025 filed by the Appellant and IA (IBC) (Plan) No.86 of 2025 filed by the Resolution Professional (“RP”) for approval of Resolution Plan. By order passed by Adjudicating Authority dated 25.11.2025, IA (IB) No.3777 of 2025 filed by the Appellant has been rejected and by a separate order of the same date i.e. 25.11.2025, IA (IBC) (Plan) No.86 of 2025 has been allowed and the Resolution Plan submitted by Ashdan Properties Pvt. Ltd. - Respondent No.3 in Company Appeal (AT) (Ins.) No.2024 of 2025 has been approved. The Appellant aggrieved by above two orders has filed these two Appeal(s).

Brief facts of the case necessary to notice for deciding the Appeal(s) are:

JC Flowers filed Company Appeal (AT) (Ins.) No.2160 of 2024 challenging the order dated 16.10.2024 passed in IA No.4002 of 2023, in which Appeal an interim order was passed, staying voting on the Plans.

On 12.08.2025, the Appellant filed an IA No.3777 of 2025 seeking direction to RP to conduct fresh issuance of Form-G and direction to RP to consider the Resolution Plan submitted by the Appellant.

We have heard Shri Krishnendu Datta, learned Senior Counsel appearing for the Appellant in both the Appeal(s); Shri Sunil Fernandes, learned Counsel appearing for the RP; Shri Abhijeet Sinha, learned Senior Counsel appearing for CoC; and Shri NPS Chawla, learned Counsel appearing for SRA.

Learned Senior Counsel for the Appellant in support of the Appeal(s) submits that order dated 16.10.2024 by which the Resolution Plan was remanded back to CoC for its further consideration, in no manner inhibited the CoC to take a decision to issue fresh Form-G. It is submitted that the emails sent on 18.12.2024, 02.01.2025 and 10.01.2025 clearly were with intent to maximize the value of the CD and by email dated 15.01.2025 a proposal of Rs.150 crores was sent to the RP. It was incumbent both on RP and CoC to give an opportunity to the Appellant and for issuance of fresh Form-G so that all concerned including the Appellant could have submitted Resolution Plans. The remand order in no manner could have bound the CoC to exercise its power to issue Form-G, with stricter timeline, so that it could result in value maximization. After the remand order, a single Resolution Applicant was allowed to modify its Plan, who increased its Plan value from Rs.115 crores to Rs.145 crores, without giving an opportunity to others to give a matching or higher Resolution Plan. Material irregularities have been committed by the RP and CoC in not giving opportunity to Appellant and others by not issuing fresh Form-G. The submission advanced by Respondent that the remand order absolutely prohibits issuance of fresh Form-G, is incorrect. The conduct of RP and CoC affected the integrity and purity of the resolution process. The Adjudicating Authority committed error in rejecting IA No.3777 of 2025 filed by the Appellant.

Learned Counsel appearing for the RP refuting the submissions of learned Counsel for the Appellant submits that the Appellant was not an Applicant, whose name was included in the final list of 13 PRAs. The Appellant was never part of CIRP and never has issued any EoI, nor the Appellant has ever submitted a Resolution Plan. The Appellant had no locus to file IA No.3777 of 2025, nor can be said to be aggrieved by the impugned order to enable him to file the Appeal, challenging the approval of the Plan. It is submitted that the Appellant is completely stranger to the CIRP and lack locus standi to challenge the process. IA No.3777 of 2025 was filed by the Appellant without submitting any offer or Resolution Plan or participating in the CIRP. The order of Adjudicating Authority dated 16.10.2024 remanding the Resolution Plan for fresh consideration did not give any opportunity to the Appellant to submit any offer. Even the emails, which were sent on 18.12.2024, 02.01.2025, 10.01.2025 and 15.01.2025 were not submitted by the Appellant, but were submitted by one Partha Mehta, Partner of Paradigm Reality. The Appellant being not part of the list of the final Resolution Applicants, could not be permitted to submit any offer or consider any offer. The CIRP Regulations 39(1B)(b) prohibited consideration of any Plan from a person, who does not appear in the final list of PRAs. The Regulation, thus, clearly prohibit consideration of any offer by the Appellant, who was never included in the final list of PRAs. It is submitted that the e-mails, which were received on behalf of Paradigm Reality were placed before the CoC on 15.01.2025 and CoC declined to consider any such belated and unsolicited offer, which was also communicated to Partha Mehta, Partner of Paradigm Reality. The Appellant, who was stranger to entire CIRP has filed an IA No.3777 of 2025, which was not maintainable and has rightly been rejected by the Adjudicating Authority. Under the remand order, the CoC was entitled to negotiate with SRA – Ashdan and on the basis of negotiations, the SRA modified its Plan and modified Plan was submitted, which was approved by the CoC in its commercial wisdom and was approved by 100% vote shares. No grounds have been made out to interfere with the order passed by Adjudicating Authority rejecting IA No.3777 of 2025 as well as allowing Plan approval application. The remand order, did not order to re-start the CIRP or re-opening the bidding process and the interpretation put by the Appellant is erroneous and perverse.

Learned Counsel for the CoC refuting the submissions of learned Counsel for the Appellant submits that under CIRP Regulations 39(1B), the CoC cannot consider Resolution Plans from entities, who do not form part of the list of PRAs. It is submitted that CoC considered the request received from Paradigm Reality to give an opportunity to submit the Resolution Plan and rejected the said request in its Meeting dated 15.01.2025. The CoC having taken its commercial decision not to permit any entity to participate, who was not part of CIRP, there is no right in the Appellant to file any IA seeking any direction. Regulation 39(1A) is not bar applicable on the CoC with respect to negotiations with the SRA specially when Plan was remanded by the Adjudicating Authority on 16.10.2024 for reconsideration. The CoC was fully entitled to negotiate with SRA to maximize the value of the CD, however, the remand order did not contemplate fresh procedure or issuance of fresh Form-G and the submission raised by the Appellant is wholly incorrect.

Learned Counsel for the Respondent No.3 – SRA also refuting the submissions of the Appellant submits that the Appellant had no authority to file any IA in the CIRP and the application filed by the Appellant has rightly been rejected. The Plan approved by the CoC is fully compliant with the provisions of Section 30, sub-section (2) of the IBC. There is no material irregularity in the process conducted by the RP under directions of the CoC. The order of remand dated 16.10.2024 did not contemplate fresh proceedings for issuance of Form-G. The RP could not have issued any Form-G as prayed by the Appellant. The CoC considered and rightly rejected the request of Paradigm Reality in accordance with the provisions of the Code. The financial proposal of the SRA was re-worked due to reconstitution of the CoC, the CoC in its commercial wisdom with 100% vote shares has approved the revised Resolution Plan submitted by Ashdan. The action of Appellant for filing of IA No.3777 of 2025 is nothing but an effort for delaying and hinder the CIRP. It is submitted that SRA has already fully implemented the Resolution Plan and made the payments.

We have considered the submissions of learned Counsel for the parties and have perused the records. Learned Counsel for the parties in support of their respective submissions have relied on various judgments of Hon’ble Supreme Court and this Tribunal, which we shall refer to hereinafter.

From the facts brought on the record, it is clear that in pursuance of Form-G issued by the RP on 18.01.2023, the final list of 13 PRAs was issued. In the final list of PRAs, the name of the Appellant or Paradigm Reality did not find place. The four Resolution Plans were considered and put to vote by the CoC and CoC approved the Resolution Plan of Ashdan in 27^th Meeting held on 23.08.2023 with 80% vote shares, which voting was concluded on 30.08.2023. The LoI was issued to Ashdan on 01.09.2023 and RP filed an application - IA No.4518 of 2023 for approval of Resolution Plan. The Union Bank of India has filed an IA No.4002 of 2023 challenging the status of JC Flowers as ‘Secured Financial Creditor’. Both the application, i.e. one filed by the Union Bank of India and the RP had come up for consideration before the Adjudicating Authority on 16.10.2024. The Adjudicating Authority considered the IA No.4002 of 2023, IA No.4488 of 2024 filed by JC Flowers and Intervention Petition No.56 of 2023. All the aforesaid IAs were disposed of by the Adjudicating Authority. IA No.4002 of 2023 was partly allowed. IA No.4488 of 2024 was dismissed and Intervention Petition No.56 of 2023 was dismissed. While partly allowing IA No.4002 of 2023, the Adjudicating Authority held the status of JC Flowers as ‘Unsecured Financial Creditor’. In Paragraph-14 of the order, following was held:

The Plan approval application being IA No.4518 of 2023 was disposed of relying on the order dated 16.10.2024 passed in IA No.4002 of 2023. The order passed in IA No.4518 of 2023 is as follows:

Order dated 16.10.2024 remanded back the Resolution Plan to the CoC for its further consideration. The consequence of the order clearly is for further consideration of Resolution Plan, which came for approval before the Adjudicating Authority in IA No.4518 (MB) 2023. Thus, the effect of the order that Resolution Plan of Ashdan, which was approved by the CoC was remanded back. The remand became necessary on account of re-classification of JC Flowers as ‘Unsecured Financial Creditor’. There were factors regarding constitution of CoC, which necessitated the remand. The submission on which learned Counsel for the Appellant has placed much emphasis is that the remand order did not inhibit the CoC from issuance of fresh From-G and giving opportunity to others including the Appellant to participate in the Resolution Plan. The tenor of the order dated 16.10.2024 clearly indicates that what was remanded back is Resolution Plan of the Appellant – Ashdan for reconsideration, which was necessitated on account of re-classification of JC Flowers from ‘Secured Financial Creditor’ to ‘Unsecured Financial Creditor’. Thus, the submission, which has been advanced by the RP and the CoC regarding order dated 16.10.2024 that the order enabled the CoC to reconsider the Resolution Plan of Ashdan is correct and the submission of the Appellant that under the said order, it was open for the CoC to issue fresh Form-G, cannot be accepted. The CIR Process, which commenced on 12.04.2022, was already over by approval of Resolution Plan by the CoC in August 2023. Thus, insofar as the interpretation of the order dated 16.10.2024, we fully concur with the submissions advanced by the CoC and the RP that there was no occasion for issuance of any fresh Form-G under the order dated 16.10.2024.

From the facts brough on record, it is clear that the Appellant has never submitted any EoI when Form-G was issued, nor there was any Resolution Plan submitted on behalf of the Appellant. The Appellant’s name was never included in the final list of PRAs, which was published by the RP. Learned Counsel for the Respondent has placed reliance on Regulation 39(1B), which was inserted in the CIRP Regulation vide Notification dated 30.09.2021, which is as follows:

Thus, there is a statutory injunct for consideration of any proposal or Plan by any person, whose name was never included in the final list of PRAs.

Learned Counsel for the Appellant has contended that Appellant’s case in the Appeal is that the CoC could very well have issued fresh Form-G to give opportunity to the Appellant to submit its Plan. It is submitted that already by an email sent on 15.01.2025, a proposal of Rs.150 crores was given. Learned Counsel for the Appellant has referred to the emails, which were sent on 18.12.2024, 02.01.2025 and 10.01.2025. The Appellant has specially referred to the email dated 15.01.2025 sent from one Partha Mehta, on behalf of Paradigm Reality, in which email, a proposal of Rs.150 crores was given and a request was made to submit a formal Resolution Plan for M/s Indo Global and Solutions Technologies Private Limited. The RP has replied the said email vide email dated 15.01.2025, regretting to inform that RP is not in a position to accede to request of sharing the documents and information specified in trailing email. The RP in its reply has also pleaded that although there was no requirement of placing the email received on behalf of Paradigm Reality, but the same was placed before the CoC in its Meeting dated 15.01.2025 and the CoC categorically declined to consider any such unsolicited and belated proposal and offer.

Learned Counsel for the Appellant has also contended that the Ashdan after the remand on 16.10.2024 was given opportunity to revise the Resolution Plan more than once, which was impermissible. Learned Counsel for the Appellant has referred to Regulation 39(1A) and submits that modification of Resolution Plan can be allowed only once. Regulation 39(1A) is as follows:

The above Regulation in no manner can restrict the jurisdiction of the CoC to negotiate with the Resolution Applicant and require the Resolution Applicant to increase its financial offer. The judgment of this Tribunal in Vistra ITCL (India) Ltd. vs. Torrent Investments Pvt. Ltd. & Ors. – Company Appeal (AT) (Ins.) Nos.132, 133 & 134 of 2023 is relied. In the aforesaid judgment this Tribunal has held that Regulation 39(1A) does not inhibit the CoC to enter into negotiations with Resolution Applicant and ask the Resolution Applicant to modify the Resolution Plan.

Learned Counsel for the Appellant in support of submission that Resolution Applicant cannot be permitted to revise the financial proposal has placed reliance on judgment in SREI Multiple Asset Investment Trust Vision India Fund vs. Deccan Chronicle Marketeers and Ors – (2023) 7 SCC 295; Ebix Singapore (P) Ltd. vs. Educomp Solutions Ltd. (CoC) – (2022) 2 SCC 401; and Vizag Minerals & Logistics vs. Ravi Shankar – Civil Appeal No.5430 of 2023.

The judgment relied by the Appellant in SREI Multiple Asset Investment Trust Vision India Fund (supra) was a case where Hon’ble Supreme Court held that modification/ alteration of Resolution Plan post its approval by the Adjudicating Authority is impermissible. The above judgment has no application in the facts of the present case where the Resolution Plan was remanded by the Adjudicating Authority for reconsideration and after the remand order, the CoC negotiated with the Resolution Applicant and in such negotiation, the Resolution Plan was revised, which revision became necessity due to status of JC Flowers being changed from ‘Secured Financial Creditor’ to ‘Unsecured Financial Creditor’ and there was changes in the constitution of the CoC.

Another judgment relied by the Appellant is Ebix Singapore (P) Ltd. (supra), which has no application in the facts of the present case, since in the above case the SRA after approval of the Plan by the CoC filed an application for withdrawal of the Resolution Plan, which was allowed by the Adjudicating Authority. The Hon’ble Supreme Court in the said judgment held that Resolution Plan approved by the CoC is binding both on the CD and the SRA and SRA cannot be allowed to withdraw from the Plan.

The third judgment relied by the Appellant is in Vizag Minerals & Logistics (supra), which was a case where the Hon’ble Supreme Court had occasion to consider Regulation 39(1A) of the CIRP Regulations, 2016. The above judgment dated 25.08.2023 reads as follows:

The above judgment of the Hon’ble Supreme Court itself clearly states that challenge mechanism when adopted by the CoC to enable Resolution Applicants to improve/ better their plans, cannot be affected by Regulation 39(1A). The above judgment, thus, in no manner supports the submission of the Appellant.

Learned Counsel for the Respondent in support of its submission contended that stranger to CIRP cannot be allowed to participate in the proceedings and has relied on judgment of this Tribunal in Ashdan Properties Pvt. Ltd. vs. Mamta Binani, RP of Rolta India Ltd. & Ors. – Company Appeal (AT) (Ins.) No.459 of 2024 and further relied on Paragraphs 10, 11, 12, and 14 of the judgment, which are as follows:

The Respondent has placed further reliance on judgment of this Tribunal in Jindal Power Ltd. vs. Dhiren Shantilal Shah & Anr. – Company Appeal (AT) (Ins.) Nos.1155-1167 of 2023 and judgment in Kalinga Allied Industries India Pvt. Ltd. vs. Hindustan Coils Ltd. & Ors. – Company Appeal (AT) (Ins.) No.518 of 2020. The proposition laid down in the above judgments clearly support the submission of the Respondents that the Appellant, who was not part of the CIRP, cannot be allowed to participate in the CIRP or claim any right to submit a Resolution Plan.

In the present case, the Adjudicating Authority after considering all aspects of the matter has rightly rejected the application – IA No.3777 of 2025 filed by the Appellant. The Adjudicating Authority rightly came to the conclusion that Applicant was not one among the Resolution Applicants and it cannot be allowed to raise any grievance with regard to negotiations done by the CoC with the SRA after the remand order dated 16.10.2024. The submission made on behalf of the Appellant that issuance of Form-G would yield a higher Resolution Plans was also rightly rejected. In Paragraphs-6.14 and 6.15, the Adjudicating Authority made following observations:

We fully endorse the above view of the Adjudicating Authority.

We, thus, are satisfied that no error has been committed by the Adjudicating Authority in rejecting I.A. (IB) No.3777 of 2025 filed by the Appellant, where the Appellant has prayed for direction to conduct fresh issuance of Form-G and other reliefs. Thus, the Company Appeal (AT) (Ins.) No. 1985 of 2025 filed by the Appellant challenging order dated 25.11.2025 passed in I.A. (IB) No.3777 of 2025 does not warrant any interference. The Company Appeal (AT) (Ins.) No. 2024 of 2025 filed by the Appellant challenging the approval of Resolution Plan also does not make out any ground to interfere with the order approving the Resolution Plan by allowing I.A. (IBC) (Plan) No.86 of 2025 vide order dated 25.11.2025. The Plan approved by the CoC in its commercial wisdom and is in compliance of Section 30 sub-section (2) and no interference is warranted in the said order, in the Appeal filed by the Appellant. In result, both the Appeal(s) are dismissed. There shall be no order as to costs.