Committee Of Creditors For M/S Trishul ... vs Trishul Dream Homes Limited Through ...

(Arising out of Order dated 23.04.2025 passed by the Adjudicating Authority (National Company Law Tribunal), Chandigarh Bench-II in I.A. No.(Plan)05/CHD/2024 in C.P. (IB) No.132/CHD/HRY/2022)

IN THE MATTER OF:

VASHISHTH BUILDERS AND ENGINEERS LIMITED AND VASHISTH ESTATES LIMITED (IN CONSORTIUM) SUCCESSFUL RESOLUTION APPLICANT FOR M/S TRISHUL DREAM HOMES LIMITED SHOP NO. 2, VASHISHTH HEIGHTS, SECTOR 87, FARIDABAD, HARYANA - 121002 PHONE: +91-9910030147 EMAIL: accounts@vbegroup.in .... Appellant Vs

1. TRISHUL DREAM HOMES LIMITED THROUGH RESOLUTION PROFESSIONAL MR. JALESH KUMAR GROVER SCO 818, 2ND FLOOR, NAC MANIMAJRA, CHANDIGARH - 160101 MOB: +91-9501081808 EMAIL: jk.grover27@gmail.com

2. COMMITTEE OF CREDITORS OF TRISHUL DREAM HOMES LIMITED THROUGH AUTHORISED REPRESENTATIVE MR. RAHUL VERMA S134, OM SHUBHAM PLAZA, SCO 90-91 SECTOR 16 MARKET, FARIDABAD 121 002 EMAIL: ar.trishuldreamhomes@gmail.com .... Respondents Present: For Appellant: Mr. Nipun Gautam, Mr. Kartik Pandey, Advocates.

For Respondents: Mr. Aalok Jagga, Mr. APS Madaan, Mr. Vibhu Aggarwal, Advocates for RP. Mr. Abhijeet Sinha, Sr. Advocate with Mr. Viren Sharma, Advocate for CoC.

Cont'd.../ -2-

With

Company Appeal (AT) (Insolvency) No. 680 of 2025

(Arising out of Order dated 23.04.2025 passed by the Adjudicating Authority (National Company Law Tribunal), Chandigarh Bench-II in I.A. No.(Plan)05/CHD/2024 in C.P. (IB) No.132/CHD/HRY/2022)

IN THE MATTER OF:

COMMITTEE OF CREDITORS FOR M/S TRISHUL DREAM HOMES LIMITED THROUGH ITS AUTHORIZED REPRESENTATIVE MR. RAHUL VERMA 134, OM SHUBHAM PLAZA, SCO 90-91, SECTOR 16 MARKET, FARIDABAD 121002 EMAIL: ar.trishuldreamhomes@gmail.com. .... Appellant Vs

1. TRISHUL DREAM HOMES LIMITED THROUGH RESOLUTION PROFESSIONAL MR. JALESH KUMAR GROVER SCO 818, 2ND FLOOR, NAC MANIMAJRA, CHANDIGARH - 160101 MOB: +91-9501081808 EMAIL: jk.grover27@gmail.com

2. VASHISHTH BUILDERS AND ENGINEERS LIMITED AND VASHISTH ESTATES LIMITED (IN CONSORTIUM) SUCCESSFUL RESOLUTION APPLICANT FOR M/S TRISHUL DREAM HOMES LIMITED SHOP NO. 2, VASHISHTH HEIGHTS, SECTOR 87, FARIDABAD, HARYANA - 121002 PHONE: +91-9910030147 EMAIL: accounts@vbegroup.in .... Respondents Present: For Appellant: Mr. Abhijeet Sinha, Sr. Advocate with Mr. Viren Sharma, Advocate.

For Respondents: Mr. Aalok Jagga, Mr. APS Madaan, Mr. Vibhu Aggarwal, Advocates for RP. Mr. Nipun Gautam, Mr. Kartik Pandey, Advocates for SRA.

Company Appeal (AT) (Insolvency) No. 732, 680 and 681 of 2025 -3-

With

Company Appeal (AT) (Insolvency) No. 681 of 2025

(Arising out of Order dated 23.04.2025 passed by the Adjudicating Authority (National Company Law Tribunal), Chandigarh Bench-II in I.A. No.(Plan)05/CHD/2024 in C.P. (IB) No.132/CHD/HRY/2022)

IN THE MATTER OF:

JALESH KUMAR GROVER RESOLUTION PROFESSIONAL TRISHUL DREAM HOMES LIMITED SCO 818, 2ND FLOOR, NAC MANIMAJRA, CHANDIGARH - 160101 MOB: +91-9501081808 EMAIL: cirptrishuldream@gmail.com .... Appellant Vs

1. VASHISHTH BUILDERS AND ENGINEERS LIMITED AND VASHISTH ESTATES LIMITED (IN CONSORTIUM) RESOLUTION APPLICANT VASHISHTH HEIGHTS, SECTOR 87, FARIDABAD, HARYANA - 121002 PHONE: +91-9910030147 EMAIL: accounts@vbegroup.in

2. COMMITTEE OF CREDITORS IN THE MATTER OF TRISHUL DREAM HOMES LIMITED THROUGH ITS AUTHORIZED REPRESENTATIVE THROUGH MR. RAHUL VERMA 134, OM SHUBHAM PLAZA, SCO 90-91, SECTOR 16 MARKET, FARIDABAD 121002 EMAIL: ar.trishuldreamhomes@gmail.com. .... Respondents Present: For Appellant: Mr. Aalok Jagga, Mr. APS Madaan, Mr. Vibhu Aggarwal, Advocates.

For Respondents: Mr. Nipun Gautam, Mr. Kartik Pandey, Advocates for SRA. Mr. Abhijeet Sinha, Sr. Advocate with Mr. Viren Sharma, Advocate for CoC.

Company Appeal (AT) (Insolvency) No. 732, 680 and 681 of 2025 -4-

JUDGMENT

ASHOK BHUSHAN, J.

These three appeals have been filed challenging the same order dated

23.04.2025 passed by the Adjudicating Authority (National Company Law

Tribunal), Chandigarh Bench-II in I.A. No.(Plan)05/CHD/2024 in C.P. (IB)

No.132/CHD/HRY/2022. By the impugned order the Adjudicating

Authority has rejected I.A. (Plan) No. 5 of 2024 praying for approval of

Resolution Plan submitted by the Successful Resolution Applicant.

Company Appeal (AT) (Ins.) No.680 of 2025 has been filed by the Committee

of Creditors, Company Appeal (AT) (Ins.) No.681 of 2025 has been filed by

the Resolution Professional and Company Appeal (AT) (Ins.) No.732 of 2025

has been filed by the Successful Resolution Applicant. All the Appellants

are aggrieved by order rejecting the application for approval of Resolution

Plan.

2. Brief facts of the case necessary to be noticed for deciding these

appeals are:

(i) The Corporate Insolvency Resolution Profess (CIRP) of the

Corporate Debtor - Trishul Dream Homes Ltd. commenced vide

order dated 16.06.2023. Public Announcement was made on

18.06.2023 in Form A.

Company Appeal (AT) (Insolvency) No. 732, 680 and 681 of 2025 -5-

(ii) IRP was replaced on 05.08.2023 by Respondent No.1.

Respondent No.1 was also appointed as Resolution Professional

by order dated 18.08.2023. Invitation for Expression of Interest

was published on 12.09.2023.

(iii) After receiving certain new claims, the CoC was reconstituted on

03.10.2023.

(iv) Four Expression of Interest were received in response to Form G.

(v) CoC was reconstituted again on 20.11.2023 by including certain

more claims

(vi) One Mr. Rahul Verma was appointed as Authorised

Representative of the homebuyers by the Adjudicating Authority

on 21.12.2023.

(vii) Resolution Plans were received, which were examined and few

Resolution Applicants were found ineligible. In 7th CoC meeting

held on 20.12.2023, the Resolution Professional informed the CoC

that plan submitted by Vashisth & Vashisth which was

discussed.

(viii) After issuance of RFRP, claims were received by the RP, which

were brought in the notice of the CoC in 9th CoC meeting held on

06.02.2024.

Company Appeal (AT) (Insolvency) No. 732, 680 and 681 of 2025 -6-

(ix) The plan received from Vashisth & Vashisth, after due diligence,

was found to be compliant. Certain clarifications were sought by

the Authorised Representative of the allottees. Vashisth &

Vashisth submitted Addendum on 26.02.2024, which was duly

shared with the CoC members. The Resolution Plan dated

19.02.2024 along with the Addendum dated 26.02.2024 was put

for voting by the CoC. The e-voting window for the homebuyers

was opened on 26.02.2024 at 03:00 PM, which was kept open till

12:00 PM on 28.02.2024.

(x) The Resolution Plan submitted by Vashisth & Vashisth was

approved by the CoC members with 91.55% voting share on

28.02.2024.

(xi) The Resolution Professional filed an application for approval of the

Resolution Plan. The Adjudicating Authority asked the

Resolution Professional to file a compliance affidavit. The

Adjudicating Authority also directed the Resolution Professional

to file audited financial statements of the Corporate Debtor and

certain other requirements were asked for. The Adjudicating

Authority heard the applicant and reserved the order.

(xii) Vide order dated 23.04.2023, the Adjudicating Authority

dismissed the application I.A. No.(Plan)05/CHD/2024 seeking

Company Appeal (AT) (Insolvency) No. 732, 680 and 681 of 2025 -7-

approval of the plan, aggrieved by which order these appeals have

been filed.

3. Learned counsel for the CoC as well as learned counsel for the

Resolution Professional and Successful Resolution Applicant contended

that order of the Adjudicating Authority rejecting the plan approval

application is not in accordance with the law. The resolution plan

submitted by the Successful Resolution Applicant was compliant plan. The

Successful Resolution Applicant also filed an affidavit of compliance in the

pursuance of order dated 28.08.2024 to provide for payment of statutory

liabilities post approval of the plan. Resolution Plan considered all

statutory liabilities provided in the Information Memorandum and provides

for complete payment of statutory liabilities. The Resolution Plan was

prepared as per the provisions of the CIRP Regulations. CoC in its

commercial wisdom had approved the Resolution Plan with 91.55% voting

share. Reasons given by the Adjudicating Authority for rejecting Resolution

Plan cannot be valid reasons for rejecting resolution plan. Objection

regarding valuation raised by the Adjudicating Authority cannot be reason

for rejecting the plan. No objection regarding valuation of Corporate Debtor

was raised by any member of the CoC or any other stakeholder. Valuation

was conducted by the IBBI registered Valuers appointed by the Resolution

Professional in accordance with CIRP Regulations assessing fair value and

liquidation value of the Corporate Debtor. When no objection regarding

valuation of the Corporate Debtor was raised by any stakeholder, it was

Company Appeal (AT) (Insolvency) No. 732, 680 and 681 of 2025 -8-

not open for the Adjudicating Authority to raise objection with regard to

not valuing certain assets shown in the balance sheet. The Resolution

Professional has given justification and reconciliation to show that all

assets have been considered for the purpose of valuation. Observation with

regard to non-compliance of Regulation 6A can also not be reason for

rejecting the Resolution Plan. It is submitted that Resolution Professional

has filed a Compliance Affidavit in compliance of order dated 16.10.2024

informing that notice have been issued to the creditors whose addresses

were available on record. All steps taken by the Resolution Professional

have been captured in affidavit filed by the Resolution Professional

explaining compliance, however, the Adjudicating Authority without

adverting to the Compliance Affidavit filed by the Resolution Professional

came to the conclusion of non-compliance of Regulation 6A. Observation

with regard to PUFE application being pursued by the Resolution

Application and recovery, if any, shall vest with the SRA was not a reason

for rejecting the Resolution Plan. It was commercial wisdom of the CoC to

take decision, how PUFE applications are to be pursued and amount

received distributed. Observation of the Adjudicating Authority with regard

to certain claim admitted being more than the amount reflected in the

balance sheet also did not furnish any ground to reject the Resolution Plan.

Balance sheet could not be only document for verification of claim, other

documents are also to be considered. The increase in the amount of claim

as reflected in the balance sheet was on account of interest, which cannot

Company Appeal (AT) (Insolvency) No. 732, 680 and 681 of 2025 -9-

be faulted. Observation of the Adjudicating Authority that distribution

does not appear just, fair and reasonable cannot be supported by materials

on the record. Distribution is in accordance with law. The scope of

interference with the commercial wisdom of the CoC is now well settled.

Unless there is violation of Section 30(2) in a resolution plan, the

Adjudicating Authority cannot reject the approval of Resolution Plan by the

CoC in its commercial wisdom. All reasons given in the impugned order of

the Adjudicating Authority cannot be basis for rejection of the plan which

was approved by the CoC with requisite majority.

4. Present is a case where the CoC, Resolution Professional and

Successful Resolution Applicant are all aggrieved by the order rejecting the

Resolution Plan and filed appeals, as noted above. In the appeal filed by

the CoC, the Resolution Professional and SRA are parties. Similarly, in the

appeal filed by the Resolution Professional, the SRA and CoC are parties

and in the appeal filed by SRA, Resolution Professional and CoC are parties.

As noted above, all the three entities being aggrieved by the order has filed

appeals and those who are respondents in each appeal are also Appellant

aggrieved by the impugned order. Present is a case where there is no

opposition to the resolution plan nor any objection was filed by any

stakeholder objecting to the Resolution Plan. The Adjudicating Authority,

however, has given certain reasons in rejecting the Resolution Plan, which

reasons have been questioned by learned counsel for the Appellant in these

appeals.

Company Appeal (AT) (Insolvency) No. 732, 680 and 681 of 2025 -10-

5. We now proceed to examine the reasons given by the Adjudicating

Authority on basis of which the Adjudicating Authority rejected the

approval of Resolution Plan to find out whether the said reasons could have

been valid ground for rejecting the Resolution Plan.

6. Section 31(1) provides that if the Adjudicating Authority is satisfied

that the resolution plan as approved by the committee of creditors under

sub-section (4) of section 30 meets the requirements as referred to in sub-

section (2) of section 30, it shall by order approve the resolution plan.

Section 31 is as follows:

"31. (1) If the Adjudicating Authority is satisfied that the resolution plan as approved by the committee of creditors under sub-section (4) of section 30 meets the requirements as referred to in sub-section (2) of section 30, it shall by order approve the resolution plan which shall be binding on the corporate debtor and its employees, members, creditors, 1[including the Central Government, any State Government or any local authority to whom a debt in respect of the payment of dues arising under any law for the time being in force, such as authorities to whom statutory dues are owed,] guarantors and other stakeholders involved in the resolution plan.

2[Provided that the Adjudicating Authority shall, before

passing an order for approval of resolution plan under this sub-section, satisfy that the resolution plan has provisions for its effective implementation.]"

Company Appeal (AT) (Insolvency) No. 732, 680 and 681 of 2025 -11-

7. Thus, the Resolution Plan has to be scrutinized via compliance of

Section 30(2) of the I&B Code. Section 30(2) is as follows:

"(2) The resolution professional shall examine each resolution plan received by him to confirm that each resolution plan--

(a) provides for the payment of insolvency resolution process costs in a manner specified by the Board in priority to the 2[payment] of other debts of the corporate debtor;

3[(b) provides for the payment of debts of operational creditors in such manner as may be specified by the Board which shall not be less than-

(i) the amount to be paid to such creditors in the event of a liquidation of the corporate debtor under section 53; or

(ii) the amount that would have been paid to such creditors, if the amount to be distributed under the resolution plan had been distributed in accordance with the order of priority in sub-

section (1) of section 53,

whichever is higher, and provides for the payment of debts of financial creditors, who do not vote in favour of the resolution plan, in such manner as may be specified by the Board, which shall not be less than the amount to be paid to such creditors in accordance with sub-section (1) of section 53 in the event of a liquidation of the corporate debtor.

Company Appeal (AT) (Insolvency) No. 732, 680 and 681 of 2025 -12-

Explanation 1.-For removal of doubts, it is hereby clarified that a distribution in accordance with the provisions of this clause shall be fair and equitable to such creditors.

Explanation 2.-For the purpose of this clause, it is hereby declared that on and from the date of commencement of the Insolvency and Bankruptcy Code (Amendment) Act, 2019, the provisions of this clause shall also apply to the corporate insolvency resolution process of a corporate debtor-

(i) where a resolution plan has not been approved or rejected by the Adjudicating Authority;

(ii) where an appeal has been preferred under section 61 or section 62 or such

an appeal is not time barred under any provision of law for the time being in force; or

(iii) where a legal proceeding has been initiated in any court against the decision of the Adjudicating Authority in respect of a resolution plan;]

(c) provides for the management of the affairs of the Corporate debtor after approval of the resolution plan;

(d) the implementation and supervision of the resolution plan;

3A(e) does not contravene any of the provisions of the

law for the time being in force;

Company Appeal (AT) (Insolvency) No. 732, 680 and 681 of 2025 -13-

(f) conforms to such other requirements as may be specified by the Board.

1[Explanation. -For the purposes of clause (e), if any approval of shareholders is required under the Companies Act, 2013 (18 of 2013) or any other law for the time being in force for the implementation of actions under the resolution plan, such approval shall be deemed to have been given and it shall not be a contravention of that Act or law.]

8. The Adjudicating Authority in its impugned order has also noticed

that Resolution Professional and SRA in compliance of various directions

of the Adjudicating Authority has filed clarification/compliance affidavit.

Analysis and finding of the Adjudicating Authority are contained in Para

18. In Para 18 finding and observations made by the Adjudicating

Authority is that proposal for payment of CIRP cost of Rs.0.95 Crores has

been provided for and Resolution Plan provides that "Any increase in actual

CIRP cost from the proposed CIRP cost shall be paid out of amount

proposed to Unsecured financial creditors proportionately. Any surplus

from the proposed CIRP cost shall be infused in the construction of project.

In nutshell, resolution debt amount shall not be changed with the increase

of CIRP cost.". The Adjudicating Authority observed that said clause does

not appear to be rational.

9. Present is a case where the creditors in class i.e. homebuyers consist

the majority of CoC who have approved the Resolution Plan with 91% vote

Company Appeal (AT) (Insolvency) No. 732, 680 and 681 of 2025 -14-

share. In event, any increase in the CIRP Cost is made that would be

undertaken by the homebuyers. The said provision cannot be said to be

irrational. Further the direction in Para 18(a) that said increase in cost

shall be met by SRA, cannot be approved. The CoC in its commercial

wisdom, which consist of majority of homebuyers - creditors in class,

having undertaken to bear the increased cost, if any, no exception can be

taken in said clause.

10. In Para 18(b), the Adjudicating Authority has noted the proposal for

payment of debts of Operational Creditors and other Creditors as well as

dissenting Financial Creditors. In Para 18(b) (iii) and (iv), the Adjudicating

authority has raised certain issues regarding valuation report. It is useful

to notice Para 18(b) (iii) and (iv), which is as follows:

"(iii) This Adjudicating Authority vide its Order dated 16.10.2024 sought clarification, whether all the assets appearing in the balance sheet on the CIRP date has been considered in the valuation report and the reconciliation of the liability side of the balance sheet regarding communication sent to all the creditors appearing in the balance sheet as on the CIRP date as per Regulation 6A of CIRP Regulations.

(iv) The RP/ Applicant in the compliance affidavit dated 04.11.2025 submitted that all the assets appearing in the balance sheet on the CIRP date have been considered in the valuation report obtained by the RP under Regulation 35 of the CIRP Regulations. However,

Company Appeal (AT) (Insolvency) No. 732, 680 and 681 of 2025 -15-

based on the audited balance sheet as on the CIRP date (16.06.2023) submitted by the Applicant lRP, vide compliance affidavit dated 04.11.2025, the status of assets considered in the valuation report is as below:

S. Particulars Balance Sheet Fair value Liquidation N. on CIRP Date value Rs.

1 Non-Current Assets A Property Plant & Equipment and Intangible Assets a. Tangible Assets i. Computer 8,697 - - ii. Office Equipments 18,086 21 ,875 17,500 iii. Furniture & 93,480 51,600 41,280 Fixture iv. Plant & Machinery 2,05,561 3,10,025 2,47,120 v. Shuttering 93,07,111 84,89,262 67,91,409 Total Tangible 96,32,935 88,72,762 70,97,309 Assets b. Intangible Assets i. Software 2,394 - - B Deferred Tax 1,13,61,854 - - Assets(Net) 2 Current Assets a. Inventories 41,35,94,307 67,40,24,355 60,66,21,770 b. Cash & Bank Balances Current Account 22,681 - - Deposit Account (FDR) 28,99,033 12,46,811 12,46,811 Cash in hand 14,985 14,985 14,985 Total Cash & Bank 29,36,699 12,61,796 12,61,796 Balances c. Short-term Loans & Advances Advances to 3,07,18,000 46,500 46,500 Suppliers- SUCON India Ltd. Advance for Land - 2,08,02,490 - - certified by Management Total Short-term 5,15,20,490 46,500 46,500 Loans & Advances d. Other Current Assets

Company Appeal (AT) (Insolvency) No. 732, 680 and 681 of 2025 -16-

TDS receivable 68,892 - -

MAT Credit 21,524 - - GST Credit 45,92,731 - - Expense accrued but 63,36,000 - - not due Total Other Current 1,10,19,147 - - Assets GRAND TOTAL 50,00,67,826 68,42,05,413 61,50,27,375

It may be seen from the above Table that the fair value of various assets (shown in italics) have been valued at nil or Significantly less than the value appearing in the balance sheet.

11. It is relevant to notice that Valuers were appointed by the Resolution

Professional as per Regulation 27 of the CIRP Regulations, who submitted

its Valuation Report. Value of the assets of the Corporate Debtor is asked

for to assist the CoC to take decision. It is relevant to notice that order

impugned does not show that any stakeholder has raised any objection to

the valuation done by the Valuers.

12. Learned counsel for the Appellant has relied on judgment of the

Hon'ble Supreme Court in "M. K. Rajagopalan vs. Dr. Periasamy Palani

Gounder & Anr., Civil Appeal No.1682-1683 of 2022" where the order

passed by NCLAT rejecting the Resolution Plan and remanding the matter

to the committee of creditors with directions to the resolution professional

to proceed from the stage of publication of Form G. One of the issue raised

was regarding valuation. The Hon'ble Supreme Court in the above case

has occasion to consider Regulation 27 and 35 of CIRP Regulation. It has

been held that CoC being fully satisfied and having endorsed the process

Company Appeal (AT) (Insolvency) No. 732, 680 and 681 of 2025 -17-

of valuation and re-evaluation, there was no reason to interfere with the

order of the NCLT. The finding of this Tribunal on the question of valuation

was not approved. It is useful to extract Para 41, 41.1, 41.2 and 41.3 of

the judgment, which is as follows:

"41. The Appellate Tribunal has laid great emphasis on the point that commercial wisdom of CoC was materially affected for want of existence of a valid and actual valuation report and sharing of all the relevant facts pertaining to the valuation with the members of CoC leading to violation of Regulations 27 and 35 of the CIRP Regulations. We are unable to agree.

41.1. It has rightly been contended on behalf of the appellants that the members of CoC were provided with fair value and liquidation value after obtaining a confidentiality undertaking. We have reproduced hereinbefore all the material parts of the minutes of the meetings of CoC and it is at once clear that the members of CoC were fully satisfied with and endorsed the process of valuation and even re- evaluation as undertaken by the resolution professional. Particularly, the minutes of second, fourth, sixth and seventh CoC meetings stand testimony to the fact that the requirements of Regulation were scrupulously followed and complied with and there had not been any doubt in CoC as regards the process of valuation as also supplying of fair and liquidation value to the members of CoC. The detailed findings of the Adjudicating Authority in this

Company Appeal (AT) (Insolvency) No. 732, 680 and 681 of 2025 -18-

regard (reproduced in paragraph 15.1.1. hereinabove) make it clear that the Adjudicating Authority independently applied its mind to the process of valuation and presentation of the matter to CoC. Rejection of all the objections in that regard by the NCLT, called for no interference.

41.2. The Appellate Tribunal appears to have unnecessarily and rather unjustifiably presumed that there had been blatant statutory violations and irregularities. Even if certain issues were raised in some of the meetings of CoC as regards the process of valuation, the clarifications from the resolution professional and the steps taken by him for valuation and re-valuation had been to the satisfaction of CoC. It has rightly been contended on behalf of the appellants with reference to the decision in Maharashtra Seamless (supra) that resolution plan is not required to match the liquidation value as such.

41.3. The findings of the Appellate Tribunal in regard to the question of valuation and thereby taking the resolution plan to be in contravention of Sections 30(2) and 61(3) of the Code cannot be approved and are required to be set aside."

13. Another judgment which has been relied is judgment of the Hon'ble

Supreme Court in "Ramkrishna Forgings Ltd. Vs. Ravindra Loonkar,

Resolution Professional of ACIL Ltd. & Anr., Civil Appeal No.1527 of

2022". The Hon'ble Supreme Court in the above case held that no

objection having been raised by any stakeholder with regard to any

Company Appeal (AT) (Insolvency) No. 732, 680 and 681 of 2025 -19-

deficiency/ irregularity, there was no occasion to direct for re-valuation. In

Para 27 of the judgment following was held:

"27. Having considered the matter in depth, the Court is unable to uphold the decisions rendered by the Adjudicating Authority-NCLT as also the NCLAT. The moot question involved is the extent of the jurisdiction and powers of the Adjudicating Authority to go on the issue of revaluation in the background of the admitted and undisputed factual position that no objection was raised by any quarter with regard to any deficiency/irregularity, either by the RP or the appellant or the CoC, in finally approving the Resolution Plan which was sent to the Adjudicating Authority-NCLT for approval, Further, the statutory requirement of the RP involving two approved valuers for giving reports apropos fair market value and liquidation value was duly complied with and the figures in both reports were not at great variance, Significantly, the same were then put up before the CoC, which is the decision-maker and in the driver's seat, say, to SO Debtor. K Sashidhar (supra) and Committee of Creditors of Essar Steel India Ltd. (supra) are clear authorities that the CoC's decision is not to be subjected to unnecessary judicial scrutiny and intervention. This came to be reiterated in Maharashtra Seamless Limited (supra), which also emphasised that the CoC's commercial analysis ought not to be qualitatively examined and the direction therein of the NCLAT to direct the successful Resolution Applicant to

Company Appeal (AT) (Insolvency) No. 732, 680 and 681 of 2025 -20-

enhance its fund flow was disapproved of by this Court. Thus, if the CoC, including the FC(s) to whom money is due from the Corporate Debtor, had undertaken repeated negotiations with the appellant with regard to the Resolution Plan and thereafter, with a majority of 88.56% votes, approved the final negotiated Resolution Plan of the appellant, which the RP, in turn, presented to the Adjudicating Authority- NCLT for approval, unless the same was failing the tests of the provisions of the Code, especially Sections 30 & 31, no interference was warranted. In Kalpraj Dharamshi v Kotak Investment Advisors Limited, (2021) 10 SCC 401, the Court concluded that in view of the paramount importance given to the decision of CoC, which is to be taken on the basis of "commercial wisdom", NCLAT was not correct in law in interfering with the commercial decision taken by CoC by a thumping majority of 84.36%."

14. Thus, we are of the considered opinion that when no objection to the

valuation conducted of the Corporate Debtor was raised by any

stakeholders, it was not open for the Adjudicating Authority to enter into

the issue of valuation of assets of the Corporate Debtor and to make the

said ground for rejecting the Resolution Plan.

15. In Para 18(iv), in tabular form assets in the valuation report has been

noticed and with regard to several assets value of asset is Nil or significantly

less in comparison to as appearing in the balance sheet. It has been

submitted on behalf of the Appellant that the IBBI registered valuers have

Company Appeal (AT) (Insolvency) No. 732, 680 and 681 of 2025 -21-

noticed balance sheet, all assets and considered all relevant facts with

regard to current account, which has been also noticed by the Adjudicating

Authority. It is submitted that the amount of Rs.22,681/- in Current

Account, which was shown in the balance sheet, being nil was not taken

note of. Further, regarding Deposit Account (FDR) for Rs.28,99,033/- an

amount of Rs.12,46,811/- was taken since the amount of Rs.18,46,800/-

was utilized for bank guarantee for EDC dues of Corporate Debtor. Learned

counsel for the parties have submitted that there are entries which are

blackened by the Adjudicating Authority in Para 18(iv) and the Valuers

having taken their own decision, who are expert in valuing the assets, non-

mention of any amount towards TDS receivable, MAT credit, GST credit as

nil, cannot be said to be any error in valuation. It was not known as to

when the said amount will be received, hence, it was not included in the

valuation which cannot be said to be any error. We, thus, are of the view

that observation made by the Adjudicating Authority with regard to

valuation of assets are wholly uncalled for and not germane in rejecting the

Resolution Plan.

16. The Adjudicating Authority in Para 18 has also referred to certain

statutory liabilities as shown in the balance sheet as on CIRP date of the

Corporate Debtor and has observed that they have not been considered in

the Resolution Plan. On direction issued by the Adjudicating Authority by

order dated 22.08.2024, an affidavit was filed by the SRA that all statutory

liabilities including GST, workmen labour cess, compensation etc. would

Company Appeal (AT) (Insolvency) No. 732, 680 and 681 of 2025 -22-

be borne by the SRA. When the SRA as per the order of the Adjudicating

Authority has filed compliance affidavit, in Para 18(viii) payment to certain

creditors including statutory liabilities which was shown in the balance

sheet, were not required to be mentioned. Only one claim was filed, which

was admitted. It is not shown that other creditors have filed any claim.

We, thus, are of the view that that could not have been any ground to reject

the resolution plan since the creditors shown in the balance sheet have not

filed their claim and the Resolution Plan does not deal with their claim.

17. In Para 18(vi), status of liabilities in the Resolution Plan has been

noticed which indicate that substantial liabilities in the balance sheet has

been admitted on the basis of claim filed.

18. In Para 18(ix) and (x), the Adjudicating Authority has come to the

conclusion that there is non-compliance of mandatory Regulation 6A of

CIRP Regulation. Regulation 6A has been extracted by the Adjudicating

Authority in Para 18(ix), which is as follows:

"Regulation 6A: Communication to creditors.

6A. The interim resolution professional shall send a communication along with a copy of public announcement made under regulation 6, to all the creditors as per the last available books of accounts of the corporate debtor through post or electronic means wherever the information for communication is available.

Company Appeal (AT) (Insolvency) No. 732, 680 and 681 of 2025 -23-

Provided that where it is not possible to send a communication to creditors, the public announcement made under regulation 6 shall be deemed to be the communicated to such creditors."

19. Learned counsel for the Resolution Professional has submitted that

the Resolution Professional has filed a compliance affidavit in compliance

of order dated 16.07.2024 passed by the Adjudicating Authority in I.A.

No.(Plan)05/CHD/2024. In Para 2 of the affidavit, the direction was

referred, which Para 2 is as follows:

"2. That L.A. No. (Plan) 05/CHD/2024 was listed before this Hon'ble Tribunal on 16.07.2024 whereby this Hon'ble Tribunal issued the following directions to the Resolution Professional:-

i. To file an affidavit that individual notices were issued to homebuyers who have not filed their claims; and

ii. File the latest balance sheet prepared by the erstwhile management and the first balance sheet prepared by the Resolution Professional along with reconciliation of assets and liabilities thereof."

20. Resolution Professional has filed the affidavit giving details of claim

from the Financial Creditor/ Creditor in class. Reference of 174 Financial

Creditors who did not file their claim and some of the letters sent to them

Company Appeal (AT) (Insolvency) No. 732, 680 and 681 of 2025 -24-

were returned. In Para 4 to 8, the Resolution Professional has submitted

as follows:

"4. That the Resolution Professional Applicant had received 227 claims from the Financial Creditors in a class / allottees/ homebuyers in the matter of M/s Trishul Dream Homes Limited till the date of issuance of RFRP i.e. 29.10.2023.

5. That the Resolution Professional had sent individual letters to 174 Financial Creditors in a class / allottees/ homebuyers who did not file their claim in November 2023. Subsequently, approximately 24 letters were returned undelivered. Copy of the postal receipts in relation to the letters sent by the Resolution Professional is attached herewith as Annexure-1.

6. That, in pursuance to the letters sent by the RP, after the date of issuance of RFRP Le. 29.10.2023, the Resolution Professional received 34 claim forms from the Financial Creditors in a class/ allottees/homebuyers. In addition to this, the COC in its 9% meeting held on 06.02.2024 voted in favour of inclusion of such allottees in the "List of Creditors' Accordingly, the RP filed IA (L.B.C)/698(CH)2024 under Regulations 12(1) and 13 of IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 to seek the approval of the Hon'ble Adjudicating Authority in this regard which was duly allowed vide order dated 21.03.2024,

Company Appeal (AT) (Insolvency) No. 732, 680 and 681 of 2025 -25-

7. That the Resolution Professional filed I.A. NO. (PLAN) 05/CHD/2024 seeking approval of resolution plan in the matter of Trishul Dream Homes Limited on 11.03.2024 (Diary No. 00922). After the filing of the said application, the Resolution Professional received 10 (Ten) additional claims from the Financial Creditors in a class/allottees/homebuyers.

Summary of letters sent

Total letters sent Returned Belated claims received by RP

174 24  After issuance of RFRP-34  After filing of application seeking approval of resolution plan -10

Total - 44

8. That the Successful Resolution Applicant ('SRA') has addressed the claims find belatedly as well as the claims which have not been filed yet in their resolution plan and has even proposed same treatment to such homebuyers. It has been duly mentioned at Page 716 (Resolution Plan) of the IA. NO. (PLAN) 05/ CHD/ 2004 (Volume IV, Annexure A-18)."

21. Thus, present is a case where the Resolution Plan has claimed that

communication was sent to the creditors. In the said affidavit, he has given

details of steps in response of order dated 16.07.2024 issued by the

Adjudicating Authority itself. The compliance affidavit has been brought

before us. The Adjudicating Authority without adverting to the compliance

Company Appeal (AT) (Insolvency) No. 732, 680 and 681 of 2025 -26-

affidavit has held that there is breach of Regulation 6A. Thus, the

observation of the Adjudicating Authority that there is breach of Regulation

6A is unsustainable.

22. Present is a case where public announcement was made, the proviso

to Regulation 6A is also relevant which contains an exception, that where

it is not possible to send a communication to creditors, the public

announcement made under regulation 6 shall be deemed to be the

communicated to such creditors. We, thus, are of the view that rejection of

the Resolution Plan on the ground as mentioned in Para 18(x) is

unsustainable.

23. Now we come to another reason given by the Adjudicating Authority

in Para 18(xi) where with regard to PUFE application, plan provided that

all the recoveries from the avoidance transactions shall be exclusively for

the benefit of the Resolution Applicant and the financial and other creditors

shall not have any rights on the ground that RA has proposed to settle all

the claims in full.

24. CIRP Regulation 38(2)(d) which has been added w.e.f. 14.06.2022

provides as follows:

"[(d) provides for the manner in which proceedings in respect of avoidance transactions, if any, under Chapter III or fraudulent or wrongful trading under Chapter VI of Part II of the Code, will be pursued after

Company Appeal (AT) (Insolvency) No. 732, 680 and 681 of 2025 -27-

the approval of the resolution plan and the manner in which the proceeds, if any, from such proceedings shall be distributed:

Provided that this clause shall not apply to any resolution plan that has been submitted to the Adjudicating Authority under sub-section (6) of section 30 on or before the date of commencement of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) (Second Amendment) Regulations, 2022.]"

25. When the statutory regulation itself provides that the plan can

provide for the manner in which the proceeds from such proceedings shall

be distributed, no exception can be taken from the clause in the Resolution

Plan that SRA shall prosecute the applications and recovery shall go to the

SRA. The above provision of the Resolution Plan having been approved by

91% vote share, no exception can be taken from the said clause and the

Adjudicating Authority committed error in finding fault with the said

clause.

26. Now we come to the last reason given by the Adjudicating Authority

i.e. Para 18 (xii), which provides as follows:

"(xii) We also note that the claims of the following financial and operational creditors have been admitted more than the amount as appearing in the balance sheet:

Company Appeal (AT) (Insolvency) No. 732, 680 and 681 of 2025 -28-

Particulars As per balance Claim filed Claim sheet as on Admitted CIRP date Rs.

Vipin Kumar - 7,05,467 5,00,000 Sharma Pratibha 28,00,000 28,00,000 31,45,566 Securities Pvt. Ltd. Dolphin Fincap 52,89,000 52,89,000 64,64,904 India Pvt. Ltd. Mega Fincap 2,02,26,302 2,02,26,302 2,41,94,859 Private Limited Shatabdi 62,20,000 62,20,000 77,79,908 Leaprofin Pvt. Ltd. Pilkuwa Cloth 1,15,50,000 2,10,70,000 2,62,82,117 Merchants Pvt. Ltd. Advance from 18,94,25,665 63,39,39,522 58,22,98,262 Customers Security Deposit 12,18,639 of Customers Total 23,67,29,606 69,02,50,291 65,06,65,616

27. The Adjudicating Authority noted that as per the balance sheet the

amount of claim of Financial Creditors and Operational Creditors was

Rs.23,67,29,606/- whereas claim was filed for Rs.69,02,50,291/- and the

claim was admitted to the extent of Rs.65,06,65,616/-. Learned counsel

for the Resolution Professional submitted that the claims were collated and

verified in accordance with the CIRP Regulation and no grievance has been

raised with regard to claims admitted, as mentioned in Para 18(xii).

28. We have also noticed the provision of Section 31(1) which require the

Adjudicating Authority to scrutinize the Resolution Plan and if the

Resolution Plan meets the requirements of Section 30(2), it needs to be

approved. The provision of Section 31(2) clearly provides that in event the

Company Appeal (AT) (Insolvency) No. 732, 680 and 681 of 2025 -29-

resolution plan is in violation of Section 30(2), it can be rejected by the

Adjudicating authority exercising its jurisdiction under Section 31(1). The

scope of intervention by the Adjudicating Authority with the commercial

wisdom of the CoC is well settled in the judgment of Hon'ble Supreme Court

in "Arun Kumar Jagatramka vs. Jindal Steel & Power Ltd. & Anr.,

Civil Appeal No.9664 of 2019". In Para 89 of the judgment, the Hon'ble

Supreme Court has issued following note of caution:

"..... However, we do take this opportunity to offer a note of caution for the NCLT and NCLAT functioning as the Adjudicatory Authority and Appellate Authority under the IBC respectively, from judicially interfering in the framework envisaged under the IBC. As we have noted earlier in the judgment, the IBC was introduced in order to overhaul the insolvency and bankruptcy regime in India. As such, it is a carefully considered and well thought out piece of legislation which sought to shed away the practices of the past. The legislature has also been working hard to ensure that the efficacy of this legislation remains robust by constantly amending it based on its experience. Consequently, the need for judicial intervention or innovation from the NCLT and NCLAT should be kept at its bare minimum and should not disturb the foundational principles of the IBC. This conscious shift in their role has been noted in the report of the Bankruptcy Law Reforms Committee (2015) in the following terms:

"An adjudicating authority ensures adherence to the process

Company Appeal (AT) (Insolvency) No. 732, 680 and 681 of 2025 -30-

At all points, the adherence to the process and compliance with all applicable laws is controlled by the adjudicating authority. The adjudicating authority gives powers to the insolvency professional to take appropriate action against the directors and management of the entity, with recommendations from the creditors committee. All material actions and events during the process are recorded at the adjudicating authority. The adjudicating authority can assess and penalise frivolous applications. The adjudicator hears allegations of violations and fraud while the process is on. The adjudicating authority will adjudicate on fraud, particularly during the process resolving bankruptcy. Appeals/actions against the behaviour of the insolvency professional are directed to the Regulator/Adjudicator.""

29. None of the observations made by the Adjudicating Authority in Para

18, as noted above, amounts to any findings which can be read to be

violation of Section 30(2) of I&B Code so as to reject the Resolution Plan

submitted by the SRA. Even with regard to issues which have been pointed

out by the Adjudicating Authority, there were ample explanation on the

record which has not been adverted to by the Adjudicating Authority in the

application for approval of Resolution Plan. The Resolution Professional is

not supposed to include every explanation with regard to matters covered

in the plan and the Resolution Plan is a primary document which refers to

various clauses contained in the plan. The Adjudicating Authority has

failed to point out any violation of Section 30(2) in Para 18 of the judgment

on the basis of which rejection of the resolution Plan can be sustained. We,

thus, are satisfied that the Adjudicating Authority committed error in

rejecting I.A. No.(Plan)05/CHD/2024.

Company Appeal (AT) (Insolvency) No. 732, 680 and 681 of 2025 -31-

30. In result, all the Appeals are allowed. Impugned order dated

23.04.2025 is set aside. I.A. No.(Plan)05/CHD/2024 is allowed.

Resolution Plan submitted by the SRA is approved. The Adjudicating

Authority may pass a consequential order consequent to approval of

Resolution Plan within 60 days from the date this order is produced before

the Adjudicating Authority.

[Justice Ashok Bhushan] Chairperson

[Barun Mitra] Member (Technical)

[Arun Baroka] Member (Technical)

NEW DELHI

20th May, 2025

Archana

Company Appeal (AT) (Insolvency) No. 732, 680 and 681 of 2025