Ifci Limited vs Mr. Sandeep Goel And Ors & Ors

1

NATIONAL COMPANY LAW APPELLATE TRIBUNAL PRINCIPAL BENCH NEW DELHI COMPANY APPEAL (AT)(INS) NO.1112/2026 & IA No.4351/2026 (Appeal under Section 61 of the Insolvency and Bankruptcy Code, 2016 against the impugned order dated 25.03.2026 passed by Ld. National Company Law Tribunal, New Delhi Bench in IA (IB) No. 3396 of 2025 in CP (IB) No. 594 of 2023) In the matter of: IFCI Limited Through its Authorized Representative IFCI Tower, 61 Nehru Place, New Delhi-110019 Email ID: sapna.jain@ifciltd.com ... Appellant

Versus 1) Mr. Sandeep Goel, Resolution Professional of M/s. JTPL Pvt. Ltd. (IBBI/IPA--003/IP-N00073/2017-18/10583) Address: 410, Pratap Bhawan, 5, Bahadur Shah Zafar Marg, New Delhi-110002 Email ID: cirp.jtpl@gmail.com ....Respondent No. 1

2) Committee of Creditors (COC) of M/s JTPL Pvt. Ltd. (Through the lead COC member JFC FINANCE (INDIA) LIMITED) P-32, Lower Ground Floor, South Extension II, New Delhi, Delhi 110049 Email: contact@jfcindia.com ...Respondent No. 2

3) Consortium of M/S Kian Agro Processing Private Limited, 2

Bhagwati Lacto Foods Pvt. Ltd. & North Land Agri Solutions Pvt. Ltd. Chamber No. 102, First Floor, Sector 26A, Chandigarh 160019 Sab2023.chd@gmail.com ...Respondent No. 3

For Appellant: Mr Amish Tandon, Ms Anushree Kulkarni, Advocates. For Respondent: Mr. Ankur Mittal, Sr. Advocate, Mr. Sabhyg Jain, Mr. Aviruj Pandey, Advocates. Mr. Sandeep Goel, RP. With COMPANY APPEAL (AT)(INS) NO.1113/2026 & IA No.4358/2026 (Appeal under Section 61 of the Insolvency and Bankruptcy Code, 2016 against the impugned order dated 25.03.2026 passed by Ld. National Company Law Tribunal, New Delhi Bench in IA (IB) No. 3064 of 2025 in CP (IB) No. 594 of 2023) In the matter of: IFCI Limited Through its Authorized Representative IFCI Tower, 61 Nehru Place, New Delhi-110019 Email ID: sapna.jain@ifciltd.com ... Appellant

Versus 1) Mr. Sandeep Goel, Resolution Professional of M/s. JTPL Pvt. Ltd. (IBBI/IPA--003/IP-N00073/2017-18/10583) Address: 410, Pratap Bhawan, 5, Bahadur Shah Zafar Marg, New Delhi-110002 Email ID: cirp.jtpl@gmail.com ....Respondent No. 1 3

2) Committee of Creditors (COC) of M/s JTPL Pvt. Ltd. (Through the lead COC member JFC FINANCE (INDIA) LIMITED) P-32, Lower Ground Floor, South Extension II, New Delhi, Delhi 110049 Email: contact@jfcindia.com ...Respondent No. 2

For Appellant: Mr Amish Tandon, Ms Anushree Kulkarni, Advocates. For Respondent: Mr. Ankur Mittal, Sr. Advocate, Mr. Sabhyg Jain, Mr. Aviruj Pandey, Advocates. Mr. Sandeep Goel,RP. ORDER

HYBRID MODE 05.08.2026: These appeals are filed against a common impugned order dated

25.03.2026 whereby two applications viz IA No.3396/2025 challenging the

resolution plan as well as IA No.3064/2025 challenging the distribution were

both dismissed on the ground the appellants being a dissenting financial

creditor, having 8.34% voting share, has no locus to raise objection in the

resolution plan and further the appellant, being a dissenting financial creditor is

getting more than the liquidation value viz the plan value being Rs.116 crores

and whereas the liquidation value being Rs.99 crores.

2. Learned counsel for the appellant submits the appellant has granted loan

worth hundreds of crores and it being a secured financial creditor of the

corporate debtor had a voting share of 8.3440% in the CoC of the Corporate

Debtor, with an admitted claim of Rs.288,75,12,826.00 and that it had the

security interest in land mortgaged to it, worth Rs.43 crores and that it should 4

be given share in the realization money to the tune of its security interest. It is

submitted it even raised objections in the 15th CoC Meeting held on 03.04.2025

but the resolution(s) were passed otherwise resolving wrongly holding

distribution to the dissenting secured financial creditor in priority to the

assenting secured financial creditors on pro rata basis based on stagewise receipt

of fund as per the approved resolution plan, and that the appellant ought to

have been paid in proportion to its security interest.

3. Heard. We have examined the record. The minutes of the 15th CoC Meeting

notes as under:-

The matter was discussed in detail at 14th CoC meeting by the Chairman with the CoC and legal counsel on the agenda and the CoC was of the view that in case on any dissenting financial creditor the amount offered to secured Financial Creditor by the PRA will be distributed in claim ratio on pro- rata basis i.e. voting share.

Accordingly, as per discussion in the CoC the said agenda was placed for e-voting on 13th March, 2025. However, on 17th March, 2025 the RP received and email from the IFCI Limited to drop this agenda for voting. The copy of email received from IFCI limited has been circulated to CoC on 17th March, 2025 via email.

That till 18th March, 2025 only JFC Finance ( India ) Ltd has voted and RP has received email from many CoC members to deferred the agenda or to cancel the voting lines. Accordingly, the voting lines were closed and this agenda was deferred as per request of the CoC and discussed with the CoC members again.

At 15th CoC meeting the Chairman again placed the said agenda before the CoC for detail discussion and deliberation on the subject and requested the CoC members to arrive at a consensus for the distribution among SFC, so that plan be approved with 100% voting.

5 A detailed discussion took place with the CoC members, Chairman and legal counsel of the RP on the subject, where- in officials of IFCI Limited wanted to know the liquidation and fair value of the security interest held by them. The Chairman explained the CoC a that as per IBC, it is the duty of the RP to take custody and control of the assets of the CD as a whole and accordingly RP took custody & control of the assets of the CD as a whole and got the valuation of the CD done as per regulation 35 of CIRP regulations and lender wise valuation of the CD is not under purview of RP. The Chairman apprised the CoC that lender has submitted its claim with security interest which is in Khasra number and Mr. Sachin Goel of Gtech Valuers Private Limited has already clarified to the CoC at 3rd CoC meeting held on 5th July, 2024 & 9th CoC meeting held on 14th November, 2024 wherein methodology of valuation was discussed-

"1. Approach used would be Residual Income Approach.

2. By Residual Income Approach, it is meant that the current yield (as on CIRP date) of balance real estate inventory would be estimated and would be subjected to deduction on part of cost to completion of the project JTPL City, if any.

3. Repeatedly, we have been provided the mortgage deed of raw land (as per Khasra Nos.) by respective land owners to Lenders. In this matter, our submission is that once particular Khasra Nos. have consented to and become part of a sanctioned project, these Khasra Nos. cannot be sliced out separately from the project and sold independently. These Khasra Nos. are part and parcel of the sanctioned project now. These assets (by Khasra Nos.) should be treated as respective plots as per sanctioned plan with a reduced size but increased rate/value due to change in land use. Raw land by Khasra Nos. was agricultural in nature whereas converted land is residential/ commercial in nature."

The matter was discussed in detail and officials of Union Bank of India and Bank of India was of the view that no lender was able to identify the plot wise inventory and appreciated the RP efforts in demarcation of the land of the CD and identify the assets of the CD through appointed surveyor who has submitted report based upon which matter was discussed in the COC and as per direction of the CoC 6

only, the valuation of CD was done as per CIRP regulation. It was discussed that there is no need for lender wise valuation of the CD when lender itself is not able to identify the saleable area available with them. BoI official further added that security interest based on individual lender may come into picture only when CoC decides distribution based on security interest.

The officials of IFCI LTD, raised concern and wanted that RP should place a plan which is fair and equitable as per security interest in this case because the security interest are different among lenders. Hero Fincorp Limited also of the view that distribution should be as per security interest. The Chairman apprised the CoC that it is the duty of the RP to ensure the compliance of the plan as per section 30(2) of the IBC and it is CoC who has to see the feasibility and viability of the plan and vote accordingly, The Chairman further apprised the CoC that the intent of the IBC is the Resolution and each lender must look the larger interest of Resolution of the Corporate Debtor rather finding ways of recovery and requested the CoC members to arrive at a consensus among lenders considering the security interest with each lender and decide at distribution mechanism since the commercial wisdom of the CoC is considered as supreme. Mr. Swarup Mondal, an official of the Central Bank, raised an objection regarding the inclusion of this agenda, expressing his view that distribution under a resolution plan must be based solely on the claim ratio. In response, the Chairman apprised the Committee of Creditors (CoC) that the agenda was placed in accordance with Section 30(4) of the Insolvency and Bankruptcy Code (IBC), which empowers the CoC to determine the manner of distribution.

The Chairman further emphasized the objective of obtaining unanimous approval for the resolution plan, targeting 100% voting in favor. Bank of India (BOI) with a voting share of 13.5657%, suggested that in the interest of obtaining assent of all the financial creditors and ensuring fairness and equity to all the lenders, the CoC may explore alternate options for distribution. The matter was discussed in detail with the CoC members and lenders could not reach to any amicable solution for the same and requested the chairman to place both the resolution for e-voting.

7 The matter was discussed in detail and Chairman apprised that he will place both the resolution i.e the distribution as per security interest as well as distribution as per claim ration for the voting and the Resolution which will get approved by the CoC accordingly the distribution will be done. The BOI, IFCI & IDBI Bank officials was of the view that they should know in advance before voting on the plan that what is the approval of the CoC with regards to manner of distribution among SFC on the amount proposed by RA to SFC.

The Resolution Professional (RP) apprised the Committee of Creditors (CoC) that, pursuant to formal requests received from IFCI Limited via email dated 09.04.2025 and Hero Fincorp Limited via email dated 10.04.2025 seeking deliberation on the resolutions circulated for e-voting and following the RP's response to the CoC members via email dated April 15th, 2025, Further it was decided to convene next CoC meeting on April 15th, 2025, to address the concerns raised in the aforementioned communications.

During the said CoC meeting, the communications received were discussed in detail. The RP elaborated on the intent behind the proposed resolutions and shared the steps undertaken to ensure the timely and effective completion of the CIRP. The RP also updated the CoC on the progress made in the evaluation of Resolution Plans and his intention to present the same to the CoC for their consideration. Further, the RP provided detailed explanations regarding the specific resolutions under concern, particularly addressing the queries raised by IFCI Limited and Hero Fincorp Limited. After thorough discussion and clarification, and as per direction of the majority members in the CoC the Resolution was placed for e-voting.

After detailed discussion the following resolution put for e- voting before the CoC members and the e-voting results are attached herewith:

9.1.1 "RESOLVED THAT the members of Committee of Creditors of M/s JTPL Private Limited, hereby approve the manner of distribution to secured financial creditors in proportion to their security interest, be and hereby approved." Result : RESOLUTION 9.1.1 was disapproved by CoC with 88.0918% votes.

8 9.1.2 "RESOLVED THAT the members of Committee of Creditors of M/s JTPL Private Limited, hereby approve the manner of distribution to secured Financial Creditors in proportion to the claim ratio as admitted by the Resolution Professional during CIRP irrespective of their security interest, be and hereby approved."

Result : RESOLUTION 9.1.2 was approved by CoC with 88.0918% votes.

4. These resolutions were passed qua the manner of distribution approved

with 88.0918% votes. This resolution was challenged vide both these

applications viz IA No.3396/2025 and IA No.3064/2025 but were dismissed by

Ld. NCLT for similar reasons as per resolution above.

5. Thus the only question arising in the present appeals is whether the CoC

was right in approving the manner of distribution to the secured financial

creditor in proportion to the claim ratio as admitted by the resolution

professional during CIRP irrespective of the security interest i.e. on pro rata basis

based on stagewise receipt of funds as per the captioned resolution plan

6. In India Resurgence ARC Pvt Ltd Vs M/s Amit Metaliks Ltd and Anr Civil

Appeal No.1700/2021, the Hon'ble Supreme Court held as under:-

13. The repeated submissions on behalf of the appellant with reference to the value of its security interest neither carry any meaning nor any substance. What the dissenting financial creditor is entitled to is specified in the later part of sub-section (2)(b) of Section 30 of the Code and the same has been explained by this Court in Essar Steel as under:-

"128. When it comes to the validity of the substitution of Section 30(2)(b) by Section 6 of the Amending Act of 2019, it is clear that the substituted Section 30(2)(b) gives operational creditors something more than was given earlier as it is the higher of the figures mentioned in sub- clauses (i) and (ii) of sub-clause (b) that is now to be paid 9

as a minimum amount to operational creditors. The same goes for the latter part of sub-clause (b) which refers to dissentient financial creditors. Ms Madhavi Divan is correct in her argument that Section 30(2)(b) is in fact a beneficial provision in favour of operational creditors and dissentient financial creditors as they are now to be paid a certain minimum amount, the minimum in the case of operational creditors being the higher of the two figures calculated under sub-clauses (i) and (ii) of clause

(b), and the minimum in the case of dissentient financial creditor being a minimum amount that was not earlier payable. As a matter of fact, pre-amendment, secured financial creditors may cramdown unsecured financial creditors who are dissentient, the majority vote of 66% voting to give them nothing or next to nothing for their dues. In the earlier regime it may have been possible to have done this but after the amendment such financial creditors are now to be paid the minimum amount mentioned in sub-section (2). Ms Madhavi Divan is also correct in stating that the order of priority of payment of creditors mentioned in Section 53 is not engrafted in sub-

section (2)(b) as amended. Section 53 is only referred to in order that a certain minimum figure be paid to different classes of operational and financial creditors. It is only for this purpose that Section 53(1) is to be looked at as it is clear that it is the commercial wisdom of the Committee of Creditors that is free to determine what amounts be paid to different classes and sub-classes of creditors in accordance with the provisions of the Code and the Regulations made thereunder." (underlining supplied for emphasis) 13.1. Thus, what amount is to be paid to different classes or sub- classes of creditors in accordance with provisions of the Code and the related Regulations, is essentially the commercial wisdom of the Committee of Creditors; and a dissenting secured creditor like the appellant cannot suggest a higher amount to be paid to it with reference to the value of the security interest.

14.2. The extent of value receivable by the appellant is distinctly given out in the resolution plan i.e., a sum of 10

INR 2.026 crores which is in the same proportion and percentage as provided to the other secured financial creditors with reference to their respective admitted claims. Repeated reference on behalf of the appellant to the value of security at about INR 12 crores is wholly inapt and is rather ill-conceived.

7. In Beacon Trusteeship Ltd Vs Jayesh Sanghrajka & Ors Company Appeal

(AT)(Ins) No.1494-1495 of 2022 this Tribunal held as under:-

54. Judgment of the Hon'ble Supreme Court in `Vistara ITCL (India) Ltd. & Ors.' (Supra) does not come to help of the Appellant in the present case. It is relevant to notice that Hon'ble Supreme Court in `DBS Bank Ltd. Singapore' Vs. `Ruchi Soya Industries Ltd. & Anr.' 2024 SCC OnLine SC 3, made a reference to the earlier Judgment of the Hon'ble Supreme Court in `India Resurgence ARC Pvt. Ltd.' (Supra), which reference is pending consideration before the Hon'ble Supreme Court. Law declared by Hon'ble Supreme Court in `India Resurgence ARC Pvt. Ltd.' (Supra) can very well be relied until a different view is expressed by the Hon'ble Supreme Court in the reference pending before it.

55. We thus are fully satisfied that Appellants are not entitled to claim payment as per the security interest in the asset of the Corporate Debtor.

8. Further in Indian Bank Vs Metenere Ltd through RP and Anr,Company

Appeal (AT)(Ins) No.1197/2025 this Tribunal held as under:-

2. This appeal has been filed against an order dated 22.04.2025 passed by the adjudicating authority (NCLT, New Delhi, Principal Bench), in I.A. No. 4275/2024. The I.A. was filed by the Indian Bank praying for rejection of the resolution plan and further direction to set aside the decision of the CoC relating to payment of plan amount inter see members of the CoC on pro-rata basis including the decision approving payout of the dissenting financial creditors on pro-rata basis and not on basis of security interest.

4. Learned counsel Mr. Rajesh Kumar Gautam appearing for the appellant submits that issue is fully covered by the 11

judgment of this Tribunal dated 28.01.2025 in Comp. App. (AT) (Ins.) No. 321/2024 in 'State Bank of India' Vs. 'IDBI Bank Ltd.', where this Tribunal has taken the same view. Learned counsel for the appellant has referred to paragraphs 13 to 15 which are as follows:

"13. Insofar as submissions of the Counsel for the Appellant that correctness of the Judgment of Hon'ble Supreme Court in 'Amit Metaliks Limited' (Supra) has already been referred to the larger bench by Judgment of the Hon'ble Supreme Court in 'DBS Bank Ltd. Singapore' (Supra), this Tribunal in 'Beacon Trusteeship Ltd.', (Supra) had occasion to notice Judgment of the Hon'ble Supreme Court in 'DBS Bank Ltd. Singapore' (Supra) where reference was made to the Judgment of the Hon'ble Supreme Court in 'Amit Metaliks Limited' (Supra). This Tribunal in Paragraph 54 held that law declared by the Hon'ble Supreme Court in 'Amit Metaliks Limited' (Supra) can very well relied until a different view is expressed by the Hon'ble Supreme Court is the reference made in 'DBS Bank Ltd. Singapore' (Supra). Paragraph 54 of the Judgment of this Tribunal is as follows:

"54. Judgment of the Hon'ble Supreme Court in 'Vistara ITCL (India) Ltd.' (Supra) does not come to help of the Appellant in the present case. It is relevant to notice that Hon'ble Supreme Court in 'DBS Bank Ltd.

Singapore v. Ruchi Soya Industries Ltd.' 2024 SCC OnLine SC 3, made a reference to the earlier Judgment of the Hon'ble Supreme Court in 'India Resurgence ARC Pvt. Ltd.' (Supra), which reference is pending consideration before the Hon'ble Supreme Court. Law declared by Hon'ble Supreme Court in 'India Resurgence ARC Pvt. Ltd.' (Supra) can very well be relied until a different view is expressed by the Hon'ble Supreme Court in the reference pending before it."

12 14. The Adjudicating Authority in the Impugned Order has relied on the Judgment of this Tribunal in 'Oriental Bank of Commerce' (Supra) and after noticing the scheme in Section 53(1) has made following observations in Paragraph 7 of the Judgment:

"7. From the emphasized text in 53(1)(b)(ii), we note that two word have been stressed on in the statute are 'between and among'. Thus while the first word i.e. "between" is intended to integrate the two different classes i.e. the workmen and the Secured Creditor, which shall therefore rank equally, the other word i.e "among" signifies the equality within a group which herein consists of all such secured creditors who have relinquished their security interest in line with Section52. Since there is no quarrel on the issue of relinquishment, therefore the significance of the word "among"

relates to the inter-se relationship between all such secured creditors and these have to be then given an equitable treatment which shall mean in proportion to their admitted claim.

Section 53 does not differentiate between the quantum or magnitude of the relinquishment, which is taken care while distributing the proceeds on a proportional basis. We are therefore inclined to agree with the contention of the applicant that the distribution made by the respondent is not as per the stipulations of section

53."

15. The Adjudicating Authority has rightly taken the view that the distribution amongst the Secured Creditors has to be on the basis of their admitted claim, which is the statutory 13

scheme delineated by Section 53(1) and the law declared by the Hon'ble Supreme Court existing as on date in 'Amit Metaliks Limited' (Supra)."

5. We are of the view that issues raised by the appellant are fully covered against the appellant by the judgment of the Hon'ble Supreme Court in 'India Resurgence ARC Pvt. Ltd.' (supra) as relied by the adjudicating authority and further the judgment of this Tribunal dated 28.01.2025 in 'State Bank of India' (supra) also covers the issue.

9. Thus per the settled law above, we donot find any infirmity in the

impugned order and in view of the facts and law discussed by us, both these

appeals are dismissed.

10. Pending applications are also disposed of.

(Justice Yogesh Khanna) Member (Judicial)

(Mr. Ajai Das Mehrotra) Member (Technical) BM