Appu Ghar Gurgaon Shop Buyers ... vs M/S International Recreation And ...

Beeram Singh ...Appellant Versus Pramod Kumar Sharma & Anr. ...Respondents

Present:

For Appellant: Mr. Ajit Kumar Sinha, Sr. Advocate with Mr. Subhay Chaudhary and Mr. Naveen, Advocates. For Respondents: Mr. Arun Kathpalia, Sr. Advocate with Mr. Abhishek Anand, Mr. Karan Kohli, Ms. Palak Kalra, Ms. Ridhima Mehrotra, Ms. Vanshika and Ms. Diksha, Advocates for RP. Dr. Abhishek Manu Singhvi, Sr. Advocate with Mr. Abhijeet Sinha, Sr. Advocate, Mr. Nilotpal Shyam, Mr. Avishkar Singhvi, Ms. Shivali and Mr. Tejas Mishra, Advocates for SRA. Mr. Sunil Fernandes, Sr. Advocate with Mr. Krishna Mohan Menon, Mr. Chetna Priyadarshi, Ms. Muskan Surana and Ms. Priya, Advocates.

Company Appeal (AT) (Insolvency) No.1471 of 2025

IN THE MATTER OF:

Appu Ghar Gurgaon Shop Buyers Association ...Appellant Versus International Recreation and Amusement Ltd. & Anr. ...Respondents

Present:

For Appellant: Mr. Sunil Fernandes, Sr. Advocate with Mr. Krishna Mohan Menon, Mr. Chetna Priyadarshi, Ms. Muskan Surana and Ms. Priya, Advocates.

For Respondents: Mr. Arun Kathpalia, Sr. Advocate with Mr. Abhishek Anand, Mr. Karan Kohli, Ms. Palak Kalra, 2

Ms. Ridhima Mehrotra, Ms. Vanshika and Ms. Diksha, Advocates for R1. Dr. Abhishek Manu Singhvi, Sr. Advocate with Mr. Abhijeet Sinha Sr. Advocate, Mr. Nilotpal Shyam, Mr. Avishkar Singhvi, Ms. Shivali and Mr. Tejas Mishra, Advocates for R2. Mr. Krishnendu Datta, Sr. Advocate with Mr. Abhishek Kumar, Advocates for Intervener.

JUDGMENT

(26th September, 2025)

Ashok Bhushan, J.

These two Appeals have been filed against the same judgment and order dated

20.08.2025 passed by the Adjudicating Authority (National Company Law Tribunal)

New Delhi Bench, Court-II in various applications in Company Petition No. (IB)-

297/(PB)/2018. By the impugned order, the Adjudicating Authority disposed of

various applications remitting the Resolution Plan back to the Committee of

Creditors (CoC) to take further/fresh steps in exercise of its commercial wisdom in

accordance with law. IA No.2378 of 2025 and IA No.2768 of 2025 were allowed.

Aggrieved by the aforesaid order, these two Appeals have been filed. Company Appeal

(AT) (Insolvency) No.1415 of 2025 has been filed by one Beeram Singh claiming to

the Financial Creditor of the Corporate Debtor- M/s. International Recreation and

Amusement Ltd. Company Appeal (AT) (Insolvency) No.1471 of 2025 has been filed

by Appu Ghar Gurgaon Shop Buyers Association which claim to be association of

Financial Creditors in class, allottees in Appu Ghar Project.

2. Brief facts of the case necessary to be noticed for deciding these Appeals are:-

2.1. The Corporate Debtor- M/s. International Recreation and Amusement Ltd., a

Real Estate Company has undertaken the development of Appu Ghar Project at

Sector 29, Gurugram on account of various default committed by the Corporate

Debtor, Section 7 application was filed by Col. Sanjeev Dalal. The Adjudicating

Company Appeal (AT) (Insolvency) No.1415 & 1471 of 2025 3

Authority by order dated 03.08.2018 admitted Section 7 application and initiated

Corporate Insolvency Resolution Process. Initially one Shri Arun Chadha was

appointed as Interim Resolution Professional (IRP). Adjudicating Authority vide order

dated 10.08.2018 replaced the IRP with Shri Pramod Kumar Sharma as IRP. The IRP

made publication inviting claims from creditors. Adjudicating Authority appointed

Authorised Representative for the Class of Creditors comprising of investors in Real

Estate (Commercial). Form G was issued by the Resolution Professional in response

to which 11 Applicants expressed interest to submit Resolution Plans. Resolution

Professional issued RFRP and Information Memorandum to the Prospective

Resolution Applicant. Five Resolution Plans were received which were placed before

the CoC for consideration. One Resolution Applicant was found disqualified. A

revised Resolution Plan was received from HGAS- Apex JV. Four Resolution

Applicants were invited to make presentation of their respective plans to the CoC

members. Revised Resolution Plan from HGAS- Apex JV as well as Unity Buildwell

Ltd. was received which was circulated. Both the Resolution Applicants submitted

their final Resolution Plans. Plans were put to vote on 09.05.2019. Resolution Plan

of HGAS- Apex JV received 58.19% vote, plan of Unity Buildwell was not approved

with 95.77% vote. Resolution Professional submitted a Report that the plan of HGAS-

Apex JV has been approved relying on judgment of NCLT in "Nikhil Mehta & Ors.

Vs. M/s. AMR Infrastructure Ltd.". The Resolution Professional filed a CA No.1225

of 2019 before the Adjudicating Authority seeking approval of the plan of HGAS- Apex

JV on 05.07.2019. IA No.4464 of 2020 and IA No.4563 of 2020 were filed before the

Adjudicating Authority by homebuyers raising various objections including the

objections against the foreign partner who was part of the Successful Resolution

Applicant. Adjudicating Authority rejected the applications. Challenging the order of

the Adjudicating Authority rejecting the application, homebuyers namely- Gurupreet

Singh Chadha & Ors. filed Company Appeal (AT) (Insolvency) No.480 of 2021-

Company Appeal (AT) (Insolvency) No.1415 & 1471 of 2025 4

"Gurupreet Singh Chadha & Ors. Vs. International Recreation and Amusement

Ltd. Through Resolution Professional & Ors.". On 23.10.2021, an e-mail was

sent on behalf of Hari Global Advisory Services (SRA) to the Resolution Professional

informing that the SRA is proposing to delete Parklane Investment and Securities

Pvt. Ltd. (foreign partner) from JV. E-mail further stated that the SRA proposes to

execute the project in association with Paras Buildtech. This Tribunal in Company

Appeal (AT) (Insolvency) No.480 of 2021 directed the Adjudicating Authority not to

take any decision on application for approval of the Resolution Plan. Company Appeal

(AT) (Insolvency) No.480 of 2021 ultimately came to be dismissed on 04.10.2023. IA

No.5041 of 2024 was filed by Beeram Singh, Appellant before the Adjudicating

Authority praying for various reliefs including dismissal of IA No.1225 of 2019 filed

by the Resolution Professional for approval of the Resolution Plan. Adjudicating

Authority vide order dated 19.02.2024 confirmed the appointment of Mr. Keshri

Kumar, Insolvency Professional as Authorised Representative of Financial Creditors

in class. IBBI issued show-cause notice against Mr. Pramod Kumar Sharma and by

order dated 20.09.2024 with regard to various actions/misconduct committed in

CIRP of the Corporate Debtor in question has suspended the registration of Mr.

Pramod Kumar Sharma for a period of three years. On a writ petition filed by Pramod

Kumar Sharma, Allahabad High Court passed an order dated 06.10.2024 staying the

order dated 20.09.2024.

2.2. An Affidavit was also filed by the SRA before the Adjudicating Authority giving

details of change in the constitution of the SRA. Before the Adjudicating Authority,

certain other applications were filed by various homebuyers Financial Creditors in

class. An IA No.2378 of 2025 was also filed by Beeram Singh, Appellant in Company

Appeal (AT) (Insolvency) No.1415 of 2025 seeking direction to Respondent to file a

detailed Affidavit clarifying the current status and constitution of the Resolution

Applicant, including disclosures regarding any changes in co-Resolution Applicants,

Company Appeal (AT) (Insolvency) No.1415 & 1471 of 2025 5

and to place on record all relevant facts. The Adjudicating Authority heard the

different IAs including the plan approval application. The Adjudicating Authority

disposed of all the applications. IA No.2378 of 2025 and IA No.2763 of 2025 had

been allowed. With regard to replacement of the Resolution Professional which was

prayed in IA No.5041 of 2024, the Adjudicating Authority observed that the CoC may

consider replacement of the Resolution Professional. Adjudicating Authority noticed

the submissions of the SRA that in change circumstances, Resolution Plan cannot

be approved. The Adjudicating Authority has referred to the plan approval

application as CA No.897 of 2019 which was referred by the Resolution Professional

as IA No.1225 of 2019. Aggrieved by the order dated 20.08.2025, Company Appeal

(AT) (Insolvency) No.1415 of 2025 has been filed by Beeram Singh praying for

following reliefs:-

"(I) That the impugned order dated 20.08.2025 passed by Ld. Adjudicating Authority in I.A No. 5041 of 2024 "Beeram Singh Vs. Pramod Kumar Sharma" in the matter of "Col. Sanjeev Dalal Vs. International Recreation and Amusement Limited (C.P No. (IB) - 297(PB) / 2018 ) may kindly be set aside to the extent of remitting the Resolution Plan back to the COC and/or (II) Declare the resolution plan submitted by HGAS Global- Apex JV as null and void as no Successful Resolution Applicant exists as on date to implement the Plan and/or (III) Direct the resolution professional to issue fresh Form-

G and conduct the whole process efficiently and speedier manner and/or (IV) Pass any further order/ direction that this Hon'ble Appellate Tribunal may deem fit in the interest of justice and equity."

Company Appeal (AT) (Insolvency) No.1415 & 1471 of 2025 6

2.3. Company Appeal (AT) (Insolvency) No.1471 of 2025 has been filed by Appu

Ghar Gurgaon Shop Buyers Association challenging the impugned order where

following reliefs have been sought:-

"i. Allow the present appeal; and/or ii. Set aside the impugned order dated 20.08.2025 passed by the Hon'ble NCLT, Bench-II, New Delhi, in CP No. IB 297(PB)/2018; and/or iii. Reject the purported Resolution Plan submitted by M/s Hari Global Advisory Services, Park Lane JV, together with any substituted or reconstituted entities including but not limited to Rapid Buildtech Pvt. Ltd., as being ex facie illegal, non-compliant and vitiated by fraud; and direct the Committee of Creditors to initiate procedures for inviting fresh resolution proposals vide Form G and proceed in accordance with law; and/or iv. Pass any such order(s) or further order(s) as this Hon'ble Tribunal may deem appropriate in the facts and circumstances of the instant case and in the interest of justice."

3. We have heard Shri Sunil Fernandes, Learned Senior Counsel for the

Appellant in Company Appeal (AT) (Insolvency) No.1471 of 2025 and Shri Ajit Kumar

Sinha, Learned Senior Counsel for the Appellant in Company Appeal (AT) (Insolvency)

No.1415 of 2025. We have heard Dr. Abhishek Manu Singhvi and Shri Abhijeet

Sinha, Learned Senior Counsel for the Successful Resolution Applicant (SRA), Shri

Arun Kathpalia, Learned Senior Counsel with Shri Abhishek Anand, Learned

Counsel for the Resolution Professional.

4. Shri Sunil Fernandes, Learned Senior Counsel for the Appellant submits that

after approval of the plan on 09.05.2019 by the CoC composition of the SRA has been

Company Appeal (AT) (Insolvency) No.1415 & 1471 of 2025 7

changed. SRA who had submitted the Resolution Plan which was approved by the

CoC is no more in existence. SRA itself has communicated that the foreign partner

i.e. M/s. Parklane Investment and Securities Private Limited of the SRA be deleted.

The CoC has approved the plan considering the Resolution Plan submitted by JV

Partners of which Parklane Investment and Securities Pvt. Ltd. was providing

necessary finances. It is submitted that M/s. Hari Global Advisory Services itself has

undergone a change which has converted itself into M/s. Hari Global Recreation and

Amusement LLP. Identity of the SRA has come to an end which ground was sufficient

to reject the Resolution Plan approved on 09.05.2019. Appellant- Beeram Singh filed

an IA No.5041 of 2024 praying for rejection of the Application for approval of the

plan. It is submitted that the registration of the Resolution Professional has been

suspended for three years by the IBBI on misconduct committed by the Resolution

Professional in the CIRP of the Corporate Debtor which are finding recorded by the

IBBI removing the IRP. Such Resolution Professional is not entitled to continue in

the CIRP. It is further submitted that the Resolution Professional has entered into

certain revenue sharing agreements with the SRA by which possession of the

Corporate Debtor has been handed over to the SRA without plan having been

approved. Appellant- Bheeram Singh has also filed an application seeking a direction

to the SRA to provide all necessary details regarding the composition of the SRA.

Resolution Professional after having received e-mail from SRA that M/s. Parklane

Investment and Securities Pvt. Ltd. is no longer part of the SRA ought to have brought

to the notice of the Adjudicating Authority about the ineligibility of the Resolution

Applicant to prosecute the Resolution Plan. Appellant has prayed for removal of the

Resolution Professional against whom misconduct has been proved. The mere fact

that he has obtained an interim order from Allahabad High Court cannot be ground

to permit the Resolution Professional to continue in the CIRP of the present Corporate

Debtor. The present was a case where plan approval application required outright

Company Appeal (AT) (Insolvency) No.1415 & 1471 of 2025 8

rejection and there was no occasion to remit the plan to the CoC for fresh

consideration. It is submitted that the present is a case where Adjudicating Authority

ought to have directed after rejecting the Resolution Plan to issue fresh Form G.

Lastly, it is submitted that even if the CoC is permitted to consider the plan, the

ineligibility of Resolution Applicant has to be first looked into and further an observer

be appointed by this Court to oversee the entire process. It is submitted that

Appellant never consented that Plan be remitted to CoC for fresh consideration.

Resolution Applicant has no financial capacity to implement the plan, its total profit

earned in F.Y. 2021-22 are Rs.1273328, whereas plan value is Rs.700 Cr.

5. Shri Ajit Kumar Sinha, Learned Senior Counsel appearing for the Appellant in

Company Appeal (AT) (Insolvency) No.1415 of 2025 submits that Appellant which is

association representing allottees of Appu Ghar Project developed by the Corporate

Debtor, members of the association are Financial Creditors in class and formed part

of the CoC. It is submitted that the Appellant is aggrieved by the impugned order

passed by the Adjudicating Authority remitting the Resolution Plan back to the CoC

for fresh consideration. It is submitted that the Resolution Plan submitted by Joint

Venture was not even approved by the requisite majority of 66% and the Resolution

Plan of the SRA would aggregate only 58.19% vote share. It is submitted that the

Resolution Applicants who submitted Resolution Plan being no more in existence,

the application for approval of the Resolution Plan was liable to be rejected.

Resolution Applicants being no more eligible in the process. It is submitted that the

Resolution Plan in the CIRP is approved on the credentials of the Resolution

Applicant and when the Resolution Applicant has itself gone sea change, the

Adjudicating Authority erred in remitting to the CoC for the consideration of the same

plan. It is submitted that the JV partner M/s. Parklane has been ousted by the SRA

another JV partner M/s. Hari Global Advisory Services. It is submitted that M/s.

Company Appeal (AT) (Insolvency) No.1415 & 1471 of 2025 9

Hari Global Advisory Services initially introduced one M/s. Rapid Buildtech Pvt.

Ltd. who is now sought to be replaced by another entity. It is submitted that

M/s. Hari Global Advisory Services has lost its identity by converting into Hari

Global Recreation and Amusement LLP. Resolution Applicant who submitted

the plan not continuing as on date, no direction could have been issued for

considering the plan submitted by Resolution Applicant, initially which

consisted JV. It is submitted that the present is a clear case of sale of

Resolution Plan by one JV Partner after approval of the Resolution Plan which

is impermissible. There have been various procedural breaches committed by

the Resolution Professional who has been now suspended by the IBBI. The

interim order which was obtained by the Resolution Professional from the

Allahabad High Court is not on the merit of the allegation but on the ground

that delay was not condoned in filing the complaint. It is submitted that

several e-mails have been sent to the Resolution Professional to convene a

meeting for replacement but no meeting of the CoC has been convened so far

with the agenda of replacement of the Resolution Professional.

6. Dr. Abhishek Manu Singhvi, Learned Senior Counsel for the SRA

refuting the submissions of the Counsel for the Appellants submits that

Appeals filed by Appellants claiming to the Financial Creditors in Class is not

maintainable. The Financial Creditors in a class has to go by majority decision

of the Financial Creditors. In the present case, homebuyers who have voted

with the majority approving the plan cannot challenge the approval of the

Resolution Plan individually. Counsel for the SRA relied on the judgment of

the Hon'ble Supreme Court in "Jaypee Kensington Boulevard Apartments

Company Appeal (AT) (Insolvency) No.1415 & 1471 of 2025 10

Welfare Association And Others vs. NBCC (India) Limited and Ors.-

(2022) 1 SCC 401" and submits that Appeals are liable to be dismissed on

the ground of locus. It is submitted that some of the members of the Appellant

in Company Appeal (AT) (Insolvency) No.1471 of 2025 were also part of the earlier

Appeal being Company Appeal (AT) (Insolvency) No.480 of 2021. Appeal filed by some

of the homebuyers being Company Appeal (AT) (Insolvency) No.480 of 2021 having

been dismissed on 04.10.2023. It is not open for the Financial Creditors in Class to

again agitate the same issue. It is submitted that the Adjudicating Authority has

rightly remitted the plan for fresh consideration. It is submitted that all changes in

the constitution of the SRA were brought into the notice of the Resolution

Professional and an Affidavit was also filed by the SRA before the Adjudicating

Authority. It is submitted that the objection was raised with regard to JV Partner

M/s. Parklane Investment and Securities Pvt. Ltd. by some of the homebuyers,

hence, Hari Global Advisory Services proposes to delete Parklane Investment and

Securities Pvt. Ltd. An MoU was entered on 24.09.2021 between M/s. Hari Global

Advisory Services with Rapid Buildtech Pvt. Ltd., an associate concern of Paras

Buildtech India Pvt. Ltd. who is ready to execute the plan. It is submitted that it will

be open for the members of the CoC to take a decision in pursuance of the impugned

order of the Adjudicating Authority in their commercial wisdom. Appellant who also

claimed to be Financial Creditors in Class and who are part of the CoC can exercise

their right to vote when CoC considers the same. It is submitted that the Resolution

Professional although was suspended by the IBBI but in view of the interim order

passed by the Allahabad High Court that suspension is not operative.

7. Shri Abhijeet Sinha, Learned Senior Counsel for the SRA also submitted

that in fact, the impugned order is a consent order where Appellant- Beeram

Singh of Company Appeal (AT) (Insolvency) No.1415 of 2025 has also consented for

Company Appeal (AT) (Insolvency) No.1415 & 1471 of 2025 11

remitting the plan to the CoC for fresh consideration. It is submitted that the

Adjudicating Authority has noticed that both the Applicants and SRA are ad-idem

that in the change circumstances, Resolution Plan cannot be approved. It is

submitted that Company Appeal (AT) (Insolvency) No.1415 of 2025 cannot be

maintained when the order was passed by consent. It is submitted that the Financial

Creditors in Class made earlier attempts also to challenge the Resolution Plan in

which they failed. CIRP is continuing for the last six years and the present Appeals

are another attempt to derail the CIRP process.

8. Shri Arun Kathpalia, Learned Senior Counsel for the Resolution Professional

submits that the CoC had never taken any decision to replace the Resolution

Professional. The Resolution Professional never received any requisition by requisite

numbers of homebuyers for convening any meeting of the CoC for replacement of the

Resolution Professional. The Resolution Professional is duty bound to perform his

duties. Resolution Professional has brought into notice the e-mail received by the

SRA informing change in the constitution of the JV.

9. We have considered the submissions of the Counsel for the parties and

perused the record.

10. Appellant in Company Appeal (AT) (Insolvency) No.1415 of 2025 had filed two

applications before the Adjudicating Authority in IA No.5041 of 2024 where Applicant

has prayed for following reliefs:-

"I. Appoint an independent and suitably qualified Insolvency Professional to oversee and facilitate the successful resolution of the Corporate Debtor, in accordance with the provisions of the Insolvency and Bankruptcy Code.

Company Appeal (AT) (Insolvency) No.1415 & 1471 of 2025 12

II. Dismiss the I.A Bearing no. 1225/2019 filed by the respondent herein for approval of the resolution plan and/or III. Direct for the issuance of the Fresh Form G with the directions to conduct the whole process efficiently and speedier manner and/or IV. Pass any further order in favour of the Applicant that this Hon'ble Adjudicating Authority deems fit under the facts and circumstances of the present case."

11. Another application which has been filed by the Appellant- Beeram Singh is

IA No.2378 of 2025. Prayer in the said application are as follows:-

"a) Direct the Respondents to file a detailed affidavit clarifying the current status and constitution of the Resolution Applicant, including disclosures regarding any changes in co-resolution applicants, and to place on record all relevant documents, approvals, correspondences, and financial records substantiating the Resolution Applicant's capability and preparedness to implement the approved resolution plan and/or;

b) Direct the Respondents to disclose the financial viability, funding sources, and implementation roadmap of the resolution plan, including projected timelines, resource mobilization, and status of existing or ongoing projects and/or;

c) Direct the Respondents to produce the current audited financial statements, operational status, and legal standing of all entities involved in the resolution plan, including information regarding any pending investigations, litigations, or regulatory actions and/or;

Company Appeal (AT) (Insolvency) No.1415 & 1471 of 2025 13

d) Pass such further orders or directions as this Hon'ble Adjudicating Authority may deem just, fit, and proper in the interest of justice and to safeguard the rights and interests of the applicant and similarly placed homebuyers and financial creditors."

12. It is to be noted that Application IA No.2378 of 2025 filed by Beeram Singh

has been allowed. The consequence of the order allowing the application is that the

SRA is obliged to give all details pertaining to composition of the SRA changes,

relevant correspondences and materials. It is useful to notice paragraphs 23 and 24

of the impugned order which is as follows:-

"23. As far as IA-2378/2025 and 2763/2025 are concerned, the prayer made therein are innocuous and in consonance of regulation 38 and 39 of IBBI (CIRP) Regulations, 2016. While taking further steps in exercise of its commercial wisdom the CoC should call for the information/record/material referred to in IA-2378/2025 and 2763/2025 from the SRA.

24. In the wake of the aforementioned, taking a holistic view, we dispose of IA-897/2019, 3416/2024, 5014/2024, 05/2025 and 728/2025 remitting the resolution plan back to CoC to take further/fresh steps in exercise of its commercial wisdom in accordance with law. The CoC may also consider replacement of RP in accordance with Section 27 of IBC, 2016. The IA-2378/2025 and 2768/2025 stands allowed."

13. The submission which has been pressed by the Counsel for the Appellant is

that the Adjudicating Authority ought to have rejected the application filed by the

Resolution Professional for approval of the Resolution Plan and there was no occasion

to remit the Resolution Plan for fresh consideration specially when the composition

of the SRA has been changed and the SRA who had submitted the Resolution Plan

Company Appeal (AT) (Insolvency) No.1415 & 1471 of 2025 14

whose name was included in the list of eligible Resolution Applicant is no more in

existence. It is submitted that the JV Partner which had submitted the Resolution

Plan is no more in existence since Parklane Investment and Securities Pvt. Ltd. has

been removed by another JV Partner Hari Global Advisory Services itself.

14. Learned Counsel for the SRA in his submission at very outset has raised

objection to locus of the Appellant to file this Appeal. Reliance has been placed on

judgment of the Hon'ble Supreme Court in "Jaypee Kensington Boulevard

Apartments Welfare Association" (supra). He submits that the minority of

homebuyers has to go along with the decision of the homebuyers and when

the plan is approved by the homebuyers, no individual homebuyer has right

to challenge the approval of the Resolution Plan. He further contended that

earlier Appeal being Company Appeal (AT) (Insolvency) No.480 of 2021 filed by

Gurupreet Singh Chadha & Ors. who were also some of the homebuyers had already

been dismissed, hence, the present Appeal which has been filed by the Financial

Creditors in Class deserves to be rejected by virtue of judgment of the Hon'ble

Supreme Court in "Jaypee Kensington Boulevard Apartments Welfare

Association" (supra). In this context, we may refer paragraphs 210.5 and

273.9 of the judgment where Hon'ble Supreme Court held that when

Resolution Plan is approved by a vote of more than 50% of the voting share of

the financial creditors within a class, the minority of those who vote, as also

all others within that class, are bound by that decision. There is no scope for

any particular person standing within that class to suggest any dissention as

regards the vote over the resolution plan. Paragraphs 210.5 and 273.9 of the

judgment are as follows:-

Company Appeal (AT) (Insolvency) No.1415 & 1471 of 2025 15

"210.5. Having regard to the scheme of IBC and the law declared by this Court, it is more than clear that once a decision is taken, either to reject or to approve a particular plan, by a vote of more than 50% of the voting share of the financial creditors within a class, the minority of those who vote, as also all others within that class, are bound by that decision. There is absolutely no scope for any particular person standing within that class to suggest any dissention as regards the vote over the resolution plan. It is obvious that if this finality and binding force is not provided to the vote cast by the authorised representative over the resolution plan in accordance with the majority decision of the class he is authorised to represent, a plan of resolution involving large number of parties (like an excessively large number of homebuyers herein) may never fructify and the only result would be liquidation, which is not the prime target of the Code. In the larger benefit and for common good, the democratic principles of the determinative role of the opinion of majority have been duly incorporated in the scheme of the Code, particularly in the provisions relating to voting on the resolution plan and binding nature of the vote of authorised representative on the entire class of the financial creditor(s) he represents.

273.9. The homebuyers as a class having assented to the resolution plan of NBCC, any individual homebuyer or any association of homebuyers cannot maintain a challenge to the resolution plan and cannot be treated as a dissenting financial creditor or an aggrieved person; the question of violation of the

Company Appeal (AT) (Insolvency) No.1415 & 1471 of 2025 16

provisions of the RERA does not arise; the resolution plan in question is not violative of the mandatory requirements of the CIRP Regulations; and when the resolution plan comprehensively deals with all the assets and liabilities of the corporate debtor, no housing project of the corporate debtor could be segregated merely for the reason that same has been completed or is nearing completion."

15. The Appeals have been filed by the Appellants challenging the order of

the Adjudicating Authority dated 20.08.2025 by which Adjudicating Authority

has remitted the Resolution Plan for fresh consideration by the CoC. In the

present Appeals, Appellants are not challenging the approval of the plan by

the CoC which took place on 09.05.2019. There can be no dispute to the

proposition of the law laid down by the Hon'ble Supreme Court in the above

case. The present is not a case where Appellants are challenging approval of

the Resolution Plan by the CoC dated 09.05.2019. Adjudicating Authority in

the impugned order has already noticed the submissions of the Applicant as

well as SRA that the Resolution Plan cannot be approved. Thus, approval of

the Resolution Plan is not a question which has been considered nor the

decision of the CoC approving the Resolution Plan on 09.05.2019 has been

affirmed by the impugned order. The effect and consequence of the order

impugned is that approval of the CoC of the plan on 09.05.2019 is no more

in existence. When Adjudicating Authority itself has remitted the Resolution

Plan and directed the CoC to consider afresh, the issue pertaining to approval

of the Resolution Plan by homebuyers is no more in issue. The principle which

has been laid down by the Hon'ble Supreme Court in "Jaypee Kensington

Company Appeal (AT) (Insolvency) No.1415 & 1471 of 2025 17

Boulevard Apartments Welfare Association" (supra) are not applicable in

the facts of the present case. Since present is not a case where minority

homebuyers are challenging approval of the plan by the CoC rather they are

aggrieved against the direction of the Adjudicating Authority remitting the

Resolution Plan to the CoC. In the Appeal, one of the grounds which has been

canvassed by the Appellants is that after approval of the plan due to

subsequent events SRA is no more in existence who have submitted the plan

which according to the Appellant is a ground which was sufficient for not

issuing any direction for reconsideration of the plan by the CoC. We, thus, are

of the view that on the issue which has been raised in the Appeal, Appeal

cannot be held to be non-maintainable. We, thus, overrule the preliminary

objections raised by the Respondents regarding locus of the Appeal.

16. Counsel appearing for the Respondents have also raised objection on

the maintainability of the Appeal on the ground that the impugned order

dated 20.08.2025 was a consent order and the order being a consent order,

no Appeal is maintainable. Counsel for the Appellants, however, refuted the

submission and submitted that there was no consent for passing the

impugned order. Appellant- Beeram Singh who has filed IA No.5041 of 2024

has prayed that the application for approval of the Resolution Plan be rejected

and never has consented for remitting the plan back for reconsideration. The

order impugned in paragraph 21 has noticed the submissions of the parties

to the following effect:-

Company Appeal (AT) (Insolvency) No.1415 & 1471 of 2025 18

"In a way, both the applicants and SRA are ad idem that in the changed circumstances, the resolution plan cannot be approved."

17. It is, thus, clear that although SRA and Applicants submitted that the

Resolution Plan cannot be approved when the order does not indicate that

there was any consent recorded on behalf of the Applicants that they are

agreeable for passing an order for reconsideration of the Resolution Plan by

the CoC. Moreso, Applicants have raised various objections to the plan

approved by the CoC which has been noted by the Adjudicating Authority.

The order does not indicate that all objections raised by the Applicants were

given up. We, thus, do not find any substance in the submission of the

Learned Counsel for the SRA that the order impugned is a consent order.

18. It is to be noted that although one of the submissions raised by the

Applicant in IA No.5041 of 2024 was that Resolution Plan was not approved

by requisite majority but the Adjudicating Authority in the impugned order

has not examined the said issue and observed that since Counsel for the SRA

himself has taken the stand that Resolution Plan need to be remitted back,

the plea regarding vote share has become otiose and need not be examined.

It is useful to notice following observation in paragraph 21:-

".........In addition to the prayer for rejection of the application filed for approval of the resolution plan, the IA-5041/2024 also contain the plea for replacement of the RP. When, it could be pleaded by the Applicant in aforementioned IAs quite extensively that the renouncement of the consortium (SRA) by one of its members and the

Company Appeal (AT) (Insolvency) No.1415 & 1471 of 2025 19

conversion of other member of the consortium (SRA) from partnership firm to LLP is sufficient ground to reject the application for approval of resolution plan, Mr. Abhishek Manu Singhvi, Ld. Senior Counsel for the SRA also contended that in view of such development, it would be ideal to remit the plan back to CoC for its fresh consideration of the plan, with added member of consortium. In a way, both the applicants and SRA are ad idem that in the changed circumstances, the resolution plan cannot be approved. The applicants in the IAs (supra) could also express concern that the resolution plan which could fetch only 58.19% vote share could not have been treated as approved.

Nevertheless, in view of the stand taken by Mr. Abhishek Manu Singhvi, the Ld. Sr. Counsel, that the resolution plan needed to be remitted back to the CoC for its fresh consideration, the plea regarding vote share has become otiose and need not be examined."

19. It is useful to notice one of the observations in above paragraph is "in a

way, both the applicants and SRA are ad idem that in the changed

circumstances, the resolution plan cannot be approved". It is further relevant

to notice that the Adjudicating Authority has noticed the submission of the

Appellant regarding change in the constitution of the SRA subsequent to the

approval of the plan. It is useful to notice following observations in paragraph

22:

"Nevertheless, the reconstitution of SRA after approval of the resolution plan is not permissible. Any change or requirement of change in resolution

Company Appeal (AT) (Insolvency) No.1415 & 1471 of 2025 20

plan as also reconstitution of SRA need to be examined by CoC and it is for CoC to take a view regarding reconsideration/ approval of resolution plan with alteration/change therein."

20. Although submission has been advanced by both the parties regarding non-

permissibility/ permissibility of the change in the constitution of the SRA but the

Adjudicating Authority having not considered the said issue, we are of the view that

the issue need not be considered in these Appeals. The Adjudicating Authority has

clearly held in paragraph 22, as noted above, that any change or requirement of

change in resolution plan as also reconstitution of SRA need to be examined

by CoC.

21. Counsel for the Appellant in Company Appeal (AT) (Insolvency) No.1471

of 2025 has also placed reliance on the judgment of this Tribunal in "Jubilee

Metal Pvt. Ltd. Vs. Mr. Surendra Raj Garg, Resolution Professional of

Metenere Ltd. & Anr.- Company Appeal (AT) (Insolvency) No.1550 of

2023" decided on 22.12.2023. It is submitted that in the above case also,

Resolution Applicant who had transferred of his 100% shareholding after

approval of the Resolution Plan was not approved and this Tribunal found the

case of sale of Resolution Plan after approval by the CoC to third party.

Counsel for the Appellant has relied on paragraph 29 of the judgment, which

is as follows:-

"29. Present is a case where in essence we may say it is a case of sale of Resolution Plan approved by the CoC to third party. CoC approves the Resolution Plan looking to the credentials of the Resolution Applicant and its credibility and finances. When very basis of

Company Appeal (AT) (Insolvency) No.1415 & 1471 of 2025 21

Resolution Applicant is knocked out and it changes its constitution substantially the CoC cannot be faulted in view of breach of the conditions by the Resolution Applicant, application for approval of the Resolution Plan be withdrawn. We, thus, conclude that the Resolution Applicant has violated the addendum of the Resolution Plan as well as undertaking as given in the LoI and the Adjudicating Authority has rightly returned the finding as noted above."

22. Counsel for the Respondents refuting the above submissions submits

that in the above case of "Jubilee Metal Pvt. Ltd." (supra), SRA has transferred

his 100% shareholding which was prohibited under the RFRP, hence, it was

held that it was not permissible. Counsel for the Respondents submits that

in the present case, the changes which have been made in the composition of

SRA subsequent to approval of Resolution Plan does not violate the provisions

of RFRP. We have already noticed that the Adjudicating Authority has

observed that any change or requirement of change in Resolution Plan as also

reconstitution of the SRA need to be examined by the CoC. The question of

eligibility of SRA to continue in the CIRP process on account of change in the

constitution of the SRA which is an admitted fact goes to very root of the

matter. We are of the view that the said issue need to be considered by the

CoC before proceeding further.

23. In the facts of the present case, we are of the view that the question of

eligibility of the Resolution Applicant in change form as per the SRA himself

goes to very root of the eligibility of the Resolution Applicant to continue in

the CIRP process. Whether the Resolution Applicant after such changes as

Company Appeal (AT) (Insolvency) No.1415 & 1471 of 2025 22

has been noticed is still eligible to claim as a Resolution Applicant so as to

consider its plan is in question which need to be first considered by the CoC

before any consideration or voting on the Resolution Plan.

24. Another issue which need to be noticed is regarding replacement of the

Resolution Professional. As noted above, Resolution Professional has been

suspended by IBBI vide order dated 20.09.2024 for three years on the ground

of misconduct and illegality committed by the Resolution Professional in the

present CIRP itself. Prayer was made before the Adjudicating Authority for

replacement of the Resolution Professional on which Adjudicating Authority

in paragraph 22 has made following observations: -

"As far as the plea regarding replacement of resolution plan raised in IA-5041/2024 is concerned, we agree with the plea raised by the RP that it is for CoC to take a decision regarding replacement of Resolution Professional subject to written consent from the proposed resolution professional with 66% voting share. The single applicant in IA has no locus to seek the replacement of resolution professional.

Nevertheless, in the backdrop of the position espoused by the applicant in the IA-5041/2024, the CoC may consider passing resolution for replacement of RP. For the time being, we refrain from exercising our discretion to order replacement of RP, but if RP is not replaced by CoC, then we will like to take an independent view in the backdrop of the position canvassed in IA-5041/2024".

Company Appeal (AT) (Insolvency) No.1415 & 1471 of 2025 23

25. Counsel for the Resolution Professional submitted that at no point of

time any requisition by the requisite number of members of homebuyers has

been submitted to place agenda for replacement which submission has been

refuted by Counsel for the Appellant appearing in Company Appeal (AT)

(Insolvency) No.1471 of 2025. It is submitted by Counsel for the Appellant

that after the order of the IBBI dated 20.09.2024, several e-mails were sent to

the Authorised Representative for replacement of Resolution Professional. It

is useful to notice one of the e-mail dated 28.08.2025 filed at Page 428, which

is as follows:-

"To : Authorised Representative Mr Kesri ( For CA Class in the matter of IRAL) CC: Resolution Professional Mr Pramod Sharma Date - 28th Aug 2025

Dear Sir, I am the a creditor in class in the matter of Corporate Insolvency Resolution Process of International Recreation and Amusement Ltd hereby express a request to call a meeting of class of creditors on 07 Sep2025 or earlier to discuss following agenda and resolutions to be approved in the proposed meeting and placed in the meeting of the Committee of Creditors of the Corporate Debtor to be convened by the Resolution Professional of the Corporate Debtor in accordance with on Regulation 18(2) of the CIRP Regulations which mandated that "a resolution professional may convene a meeting, if he considers it necessary, on a request received from members of the committee and shall convene a meeting if the same is made by members of

Company Appeal (AT) (Insolvency) No.1415 & 1471 of 2025 24

the committee representing at least thirty three per cent of the voting rights".:

1) The Authorized Representative shall issue a requisition to the Resolution Professional of the

Corporate Debtor to convene a meeting of the Committee of Creditors ("COC") of the Corporate Debtor immediate basis to discuss the agenda no. (2) and resolutions thereof.

2) To replace the Resolution Professional of the Corporate Debtor under Section 27 of the Insolvency and Bankruptcy Code, 2016 ("Code") with another Insolvency Professional, registered with the Insolvency and Bankruptcy Board of India ("IBBI"/ "Board").

I am very much concerned about the right of myself and other homebuyers/allottees under the projects of the Corporate Debtor, and you are hereby requested to convene an urgent meeting of class of creditors and place the above (1) to (2) agenda/resolutions for approval by the Class of Creditors to enable you (Authorized Representative of Class of Creditors) to requisition a notice to the Resolution Professional of the Corporate Debtor to call an urgent meeting of COC members to discuss and decide above agenda/resolutions (2) in accordance with the provisions of the Code and Regulations made thereunder. It is further clarified that the Results of voting on the above agenda/resolutions in the meeting of the Class of Creditors shall be considered as voting instructions by the Financial Creditors in class in terms of Section 25A of the Code, and the Authorised Representative of our class of creditors (you) shall cast a vote in the COC meeting accordingly.

Company Appeal (AT) (Insolvency) No.1415 & 1471 of 2025 25

It is requested that Voting be held by the authorised Agency by direct communication to the Financial Creditors, without intervention of AR/RP. Kindly refer In the matter of I.A. No. 897 of 2019 - wherein several allegations were made on the conduct of the voting by the RP. In view of the said application, the Hon'ble NCLT while disposing of the said application vide Order dated 21.04.2023 directed that if any voting is to happen, it shall be through the authorized agency like CDSL or NSDL. It further went to direct that RP will refrain from keeping the user ID & Password and the E-voting agency will distribute the user ID & Password to the individual allottees directly.

Thanks and Best Regards,

Name: Mr.Ram Kishan Saini

Claim No: IRALCA386"

26. The Appellant in Company Appeal (AT) (Insolvency) No.1471 of 2025

has brought on record several e-mails from pages 428 to pages 670 where

request has been made for convening meeting for considering the agenda for

replacement of the Resolution Professional. It is for the Authorised

Representative to submit letter for requisition to the Resolution Professional

on the strength of requisite numbers of homebuyers to ask for convening a

meeting for consideration of replacement of the Resolution Professional. We

are of the view that the Authorised Representative may examine as to whether

requisite numbers of homebuyers have requested for convening a meeting and

on being satisfied, he may send communication to the Resolution Professional

as well as to the Financial Creditors regarding convening a meeting with

Company Appeal (AT) (Insolvency) No.1415 & 1471 of 2025 26

agenda of replacement of Resolution Professional. In event, the request is

made by requisite number for convening a meeting, Resolution Professional

is obliged to convene a meeting for putting agenda for replacement. We notice

that the Adjudicating Authority in paragraph 23 of the impugned order has

said that CoC may consider passing resolution for replacement of Resolution

Professional. We, thus, are of the view that before consideration of the

Resolution Plan as remitted by the Adjudicating Authority, if meeting of CoC

is convened with an agenda for replacement of Resolution Professional on

requisition from requisite number of allottees, CoC may consider the

replacement. In the above context, Counsel for the Respondent relied on

judgment of this Tribunal in Company Appeal (AT) (Insolvency) No.810 of

2023- "Vivek Raheja vs. Pramod Kumar Sharma, Resolution

Professional" where Appeal which was filed by Authorised Representative of

the Financial Creditors in Class was disposed of noticing the submission of

the Appellant that he shall make appropriate request to the Resolution

Professional with requisite majority. It is submitted that the said order was

passed on 12.07.2023 arising out of the present CIRP of the Corporate Debtor

where Appeal was filed rejecting such request. There is no dispute that the

meeting of the CoC can be convened on requisition received from 33% of

allottees and it is for the Authorised Representative of the homebuyers to

ascertain as to whether 33% of the allottees are requesting for convening a

meeting for replacement and Authorised Representative being satisfied with

requisite majority of 33% of allottees are seeking replacement may ask the

Resolution Professional to convene a meeting.

Company Appeal (AT) (Insolvency) No.1415 & 1471 of 2025 27

27. In view of the foregoing discussions and our conclusions, we are of the

view that both the Appeals need to be disposed of in following manner:-

(I) The order impugned dated 20.08.2025 is upheld subject to following

directions:-

(i) Authorised Representative of the Financial Creditors in a

Class after ascertaining as to whether 33% of allottees have

requested for convening a meeting of CoC for considering the

replacement of the Resolution Professional, he may request

the Resolution Professional to convene a meeting for

replacement, on such requisition made, the Resolution

Professional is obliged to convene the meeting of CoC for

consideration of his replacement.

(ii) CoC in meeting so convened for considering the agenda of

replacement of Resolution Professional may take a decision in

accordance with Section 27 of the IBC.

(iii) As per the impugned order, the SRA shall submit all relevant

information, record, materials with respect to change of

composition of the SRA to Authorised Representative of CoC

and the Resolution Professional.

(iv) The CoC may first consider as to whether the Resolution

Applicant in view of the change in composition of the

Resolution Applicant from time to time is eligible to continue

as Resolution Applicant.

Company Appeal (AT) (Insolvency) No.1415 & 1471 of 2025 28

(v) CoC, thus, may first take a decision regarding the eligibility of

SRA and any further steps with respect to Resolution Plan

submitted by SRA can be taken only after taking a decision

that SRA continues to be eligible so as to consider the

Resolution Plan.

(vi) Further steps shall be taken as per the decision of the CoC in

accordance with law.

Parties shall bear their own costs.

[Justice Ashok Bhushan] Chairperson

[Barun Mitra] Member (Technical) New Delhi Anjali

Company Appeal (AT) (Insolvency) No.1415 & 1471 of 2025