Nivaya Resources Private Limited vs Divyesh Desai Gpt Steel Industries ...

[Arising out of Order dated 11.11.2025 passed by the Adjudicating Authority (National Company Law Tribunal, Ahmedabad Bench, Court - II), in I.A. No. 159 of 2020 & I.A./717(AHM)2025 in C.P. (IB) 157 of 2018]

IN THE MATTER OF: Nivaya Resources Private Limited ...Appellant Versus Divyesh Desai & Anr. ...Respondents

Present: For Appellant : Mr. Asheesh Jain, Sr. Advocate with Mr. Raghav Kakkar, Mr. Anurag Bhatt, Mr. Adarsh Gupta, Mr. Lokesh Pathak and Mr. Sikshit Pratap Thakur, Advocates.

For Respondents : Mr. Tishampati Sen, Ms. Riddhi Sancheti, Mr. Anurag Anand, Mr. Mukul Kulhari, Advocates with Mr. Divyesh Desai, IRP for R-1.

Mr. Deep Roy, Advocate for CoC.

JUDGMENT

ASHOK BHUSHAN, J.

I.A. No. 292/2026

1. Sufficient cause has been shown for condonation of delay in filing of the

appeal.

Delay condoned.

Comp. App. (AT) (Ins.) No. 85/2026

1. This appeal by a Successful Resolution Applicant (SRA) has been filed

against an order dated 11.11.2025 passed by the adjudicating authority (National Company Law Tribunal, Ahmedabad, Court - II) in I.A. No.

159/2020 & I.A. No. 717/2025 in C.P. (IB) No. 157/2018. By the impugned

order, the adjudicating authority has allowed I.A. No.159/2020 approving the

resolution plan submitted by the appellant and has rejected I.A. No.

717/2025 filed by the appellant.

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

are:

i. The corporate debtor - GPT Steel Industries Ltd. was put to Corporate

Insolvency Resolution Process (CIRP) by order dated 02.05.2019.

ii. Appellant submitted the resolution plan which came to be approved by

the Committee of Creditors (CoC) with 82.41% voting shares on

18.02.2020.

iii. H-2 bidder one Pancha Tatva Promoters Pvt. Ltd. filed an appeal against

the approval of the resolution plan.

iv. Resolution Professional (RP) filed an I.A. No. 159/2020 for approval of

the resolution submitted by the appellant. The CoC filed an I.A. No.

239/2022 seeking direction that resolution plan of SRA be remanded

back to CoC to enable the CoC to reconsider all the resolution plans.

v. Adjudicating authority remanded the resolution plan to the CoC by

order dated 27.07.2022 and disposed of the I.A.159/2020 on

07.04.2022. The Gujarat Industrial Development Corporation (GIDC)

who had granted lease to the corporate debtor has issued a show cause

notice and termination order.

Comp. App. (AT) (Ins.) No. 85 of 2026 & I.A. No. 292 of 2026 2 of 11 vi. RP on 31.05.2022 filed an I.A.461/2022 challenging the termination of

lease deed by GIDC. I.A. No. 461/2022 was disposed of by the

adjudicating authority directing the RP to approach the appellate

authority against the termination of lease.

vii. The RP filed an appeal in this Tribunal challenging the order of the

adjudicating authority. This Tribunal vide its order dated 21.03.2025

set aside the order of the adjudicating authority and revived I.A.

No.159/2020 for approval of the resolution plan. This Tribunal also set

aside the termination of lease by GIDC.

viii. On 29.05.2025, appellant filed an I.A. No. 717/2025 seeking direction

against the RP for proper implementation of resolution plan and

highlighting certain irregularities allegedly committed by RP.

ix. Adjudicating authority after hearing the parties has allowed I.A. No.

159/2020 and approved the resolution plan and has rejected I.A. No.

717/2025. Challenging the said order dated 11.11.2025, this appeal

has been filed by the SRA.

3. We have heard learned Sr. counsel Mr. Asheesh Jain appearing for the

appellant as well as learned counsel Mr. Tishampati Sen appearing for the RP

and learned counsel Mr. Deep Roy appearing for the CoC.

4. Learned Sr. counsel Mr. Asheesh Jain appearing for the appellant

challenging the impugned order submits that RP did not share the

proceedings initiated by the RP against the show cause notice issued by the

GIDC. RP did not allow the visit of SRA to the assets. There is uncertain

status of assets of the corporate debtor in view of likely action of the GIDC. Comp. App. (AT) (Ins.) No. 85 of 2026 & I.A. No. 292 of 2026 3 of 11 SRA could not know about current status of violation/breaches in the

property. Subject asset of the corporate debtor is the only asset in lease which

is the only asset of the corporate debtor. In event, due to any inaction on the

part of the RP, GIDC resume the land in future, SRA would have hard time

and may be left with no remedy. RP acted in contravention of Section 29 of

the IBC by declining to share the information qua proceeding before the

NCLAT. RP failed to make SRA as party in the appeal which was filed before

this Tribunal, challenging the order of the adjudicating authority deciding the

I.A. filed by the RP against GIDC. RP and CoC has conducted the process

arbitrarily had concealed the asset violation and lease termination notice.

Inspection of site was denied. Resolution plan approved is at variance with

the plan approved by the CoC and such variation has been made unilaterally

by RP without informing the SRA. RP failed to submit Form-H with the plan

approval application.

5. Learned counsel for the RP refuting the submissions of the counsel for

the appellant submits that RP has shared the pleadings in the earlier appeal

Comp. App. (AT) (Ins.) No. 1103/2024 filed by the RP and allegations of the

appellant that pleadings were not shared is incorrect. The allegations of the

appellant that it was denied inspection of the plant is also misleading and

false. Appellant was invited to inspect the plant by email sent by the RP on

26.12.2024. There is no amendment in the resolution plan, allegation made

by the appellant to the contrary is incorrect neither the RP nor CoC has ever

amended/modified or altered the resolution plan which was approved by CoC

on 18.02.2020. The show cause notice dated 07.04.2022 issued by GIDC was

challenged by RP before the adjudicating authority and has ultimately been Comp. App. (AT) (Ins.) No. 85 of 2026 & I.A. No. 292 of 2026 4 of 11 set aside by this Tribunal vide judgment dated 21.03.2025. As on date, the

lease of the land granted by GIDC in favour of corporate debtor is valid

subsisting and continues to remain enforce. The resolution plan approved by

the CoC is binding on the appellant who is the SRA and appellant has no

occasion to challenge the approval of the resolution plan. Appellant has not

yet implemented the resolution plan despite its approval on 11.11.2025.

6. We have considered the submissions of the counsel for the parties and

perused the records.

7. The appellant is SRA whose plan was approved by the CoC with vote

share of 82.41% on 18.02.2020. Plan approval application I.A. No. 159/2020

was filed by the RP on 17.11.2021 due to various orders passed by the

adjudicating authority, the I.A. 159/2020 could be approved by the impugned

order. In earlier litigation which was initiated by H-2 bidder, appellant

contested the claim and had prayed for approval of the resolution plan

submitted by the appellant. Allegation of the appellant that there is

uncertainty regarding the status of the lease deed also is not correct. As noted

above, the GIDC has cancelled the lease deed vide termination notice

07.04.2022. RP promptly challenged the order dated 07.04.2022 before the

adjudicating authority in I.A.461/2022 which was disposed of by the

adjudicating authority directing the RP to approach the appellate authority.

Adjudicating authority, however, has directed that no coercive action be taken

during the moratorium period and status quo was granted. Order passed by

the adjudicating authority dated 08.04.2024 was challenged in this Tribunal

by Comp. App. (AT) (Ins.) No. 1103/2024 by the RP, which appeal came to be

Comp. App. (AT) (Ins.) No. 85 of 2026 & I.A. No. 292 of 2026 5 of 11 allowed by judgment of this Tribunal dated 21.03.2025. Operative portion of

the judgment of this Tribunal in paragraph 21 is as follows:

"21. In result, both the Appeal(s) are allowed in following manner:

(1) Company Appeal (AT) (Ins.) No.1103 of 2024 is allowed.

• Order dated 08.04.2024 in IA No.461(AHM)2022 is modified by allowing IA No.461(AHM)2022 and quashing the termination order issued by GIDC as well as Show Cause Notice dated 07.04.2022. (2) Company Appeal (AT) (Ins.) No.1084 of 2024 is allowed.

• Order dated 08.04.2024 passed by the Adjudicating Authority in IA No.159/NCLT/AHM/2020 is set-aside.

• IA No.159/NCLT/AHM/2020 is revived before the Adjudicating Authority for fresh consideration in accordance with law. The application being pending for more than four years, the Adjudicating Authority shall endeavour to dispose of the application - IA No.159/NCLT/AHM/2020 at an early date."

8. The termination notice issued by GIDC terminating the lease deed has

been set aside and the lease is revived and the corporate debtor still continues

to hold the lease. I.A. 159/2020 was revived by order dated 21.03.2025 for

fresh consideration and accountment to the order dated 21.03.2025 parties

were heard on I.A. No. 159/2020 and by the impugned order I.A. No.

159/2020 has been allowed and resolution plan approved.

9. The submission of the counsel for the appellant is that status of lease

deed has become uncertain due to breaches committed with respect to asset

and appellant in future may likely to face an adverse action by GIDC. The

status of lease land was clearly reflected in the CIRP process. Appellant who

Comp. App. (AT) (Ins.) No. 85 of 2026 & I.A. No. 292 of 2026 6 of 11 is SRA had given its resolution plan knowing fully well that corporate debtor

holds a lease of 99 years. The show cause notice dated 07.04.2022 and the

termination of lease 07.04.2022 having been set aside by this Tribunal, lease

has been revived and current. The submission of the counsel for the appellant

that details of RP did not share the pleadings in company appeal filed by RP

challenging the order of adjudicating authority and GIDC. RP who is

entrusted to take control and conduct the assets of the corporate debtor is

required to take all necessary action for protecting the assets of the corporate

debtor. Filing of the appeal before this Tribunal being Comp. App. (AT) (Ins.)

No. 1103/2024 by the RP was to that end and the appeal having been allowed

on 21.03.2025 setting aside the termination notice, the lease has clearly

revived. Appellant being SRA has to take the assets of the corporate debtor

and the mere fact that in future GIDC may take any action cannot be ground

on which appellant can challenge the approval of the resolution plan.

10. Learned counsel for the appellant contend that appellant has also filed

an I.A. being I.A. 717/2025 which has been rejected without there being any

consideration. In I.A. No. 717/2025, appellant has sought direction to the

IBBI to take action against the RP, file a status report and file Form-H.

Application, further ask a prayer against the GIDC to give undertaking that

they will not terminate the lease. It is useful to note the prayers in I.A.:

"a) To direct the Insolvency Bankruptcy Board of India to take appropriate action against the Resolution Professional for the following misconducts:

(i) To deny the inspection of the plant to the Resolution Applicant, when 5 years have been passed since approval of the Resolution Plan.

Comp. App. (AT) (Ins.) No. 85 of 2026 & I.A. No. 292 of 2026 7 of 11

(ii) Misstatement on behalf of the Resolution Applicant before the NCLAT, when Resolution Applicant was not made party in the Appeal in C.A. (AT) (INS) 1103 of 2024.

(iii) To deny to share the pleadings with the Resolution Applicant filed before the Hon'ble NCLAT in C.A. (AT) (INS) 1103 of 2024 and C.A. (AT) (INS) 1084 of 2024.

(iv) To deny to share with the Resolution Applicant any information on the issue of GIDC.

b) Direct the Respondent No.1 to file status report of the premises of the Corporate Debtor and allow the Applicant to inspect the premises of Corporate Debtor;

c) Direct Respondent No. 1 to file form H;

d) Direct Respondent No.1 to make appropriate application for exclusion of time consumed beyond statutory timelines;

e) Direct Respondent No.2 to give undertaking that they will not terminate the lease on any ground unless the same is attributable to the Applicant;

f) To declare the exercise of the Resolution of the Corporate Debtor has become infructuous as the only asset of the Corporate Debtor is on lease and such rights could not be transferred in light of the judgment passed by the Hon'ble NCLAT in Deepak Sakharam Kulkarni & Anr. Vs Manoj Kumar Agarwal, Resolution Professional of D.S. Kulkarni Developers Ltd. & Ors., bearing Company Appeal (AT) (Insolvency) No. 63 of 2024,

g) Pass any such other order(s) as may be deemed fit and proper by this Hon'ble Tribunal in the facts and circumstances of the case."

11. The adjudicating authority in the impugned order has noticed the

application filed by the appellant in paragraph 19 and has also noticed

prayers made by the appellant in paragraph 19. Adjudicating authority has

noticed the submissions of parties and made observations in paragraph 22

which are as follows:

"22. We have perused the various submissions by the RP, SRA and GIDC. This matter has seen prolonged Comp. App. (AT) (Ins.) No. 85 of 2026 & I.A. No. 292 of 2026 8 of 11 litigation due to appeal filed by another PRA in the matter and subsequently the attachment by GIDC which was heard and adjudicated. There are no other applications pending against the resolution plan other than that mentioned in this order. We observe following important issues in adjudicating these applications:

A) This resolution plan filed by the applicant on approval of the COC which has taken the commercial wisdom after giving repeated opportunities to the PRAs, voted by a majority in approving this resolution plan which duly complies with Sec. 30(2) of IBC 2016; B) We have gone through the information memorandum and the RFRP and the other documents. It is observed that the respondent SRA was very much aware of the lease deed between GIDC and the CD and had after a proper due diligence filed this application and also subsequently filed a confirmatory affidavit before this Tribunal, abiding by the plan submitted without raising any further issue. Hence, we observe that the SRA has been raising issues mainly on land, which is valued around Rs.29.99 crores (liquidation value) and Rs.42.84 crores (Fair value) by one of the valuers in the report dated 27 September 2019 and the fair value of the CD is assessed at Rs.144.10 crores, while liquidation value is Rs.83.22 crores. Another valuation report estimates the liquidation value at Rs.105.86 crores and the fair value at Rs.180.97 crores. SRA has submitted his bid for Rs.98.11 crores after various rounds of negotiations which is more than the mean of both the reports as regards liquidation value fully aware that the land of the CD is under 99 years lease. We also have perused judgments cited by SRA. It is submitted in the application that the net worth of the SRA as on Sept 30, 2019 is Rs.246.18 crores and would be able to fund the resolution process.

This is a stand alone proposal and no link to its global entity is mentioned in the plan, making it a conditional offer to examine the net worth/its funding.

C) As per the information memorandum and terms of agreement set in the offer document, the RP has to give a fully no due certificate as regards GIDC while handing over the possession and the responsibility lies on the RP and the Comp. App. (AT) (Ins.) No. 85 of 2026 & I.A. No. 292 of 2026 9 of 11 COC/Monitoring Committee to comply with the same.

D) Since the Hon'ble NCLAT has passed the order, it is clear that in compliance of the order, GIDC has no further course of rebuttal in this matter as the stated order passed in 2022 becoming an order during moratorium period does not survive. The SRA stated that he was not part of the pleadings and has not appealed against the order passed before the higher authority being the Hon'ble Supreme Court. In the IA filed against GIDC, the SRA was not a party to the matter but this Tribunal had heard the plan and the other IA together before orders were passed, in which SRA had an opportunity to appear and submit.

Repeated litigations have accounted for the delay and insistence of the RP to wriggle out of the plan submitted due to the action of COC are now set right by the orders of the Hon'ble NCLAT and our adjudication of this matter as regards the resolution plan. Once the resolution plan is approved after due diligence and following procedures on the plan of the SRA, the decision of adjudication is limited to provisions in IBC. On admission of this application, the necessary safeguards needed for the SRA to run this entity as a going concern in terms of the provisions of IBC will be provided to ensure that the resolution process of the CD is completed and the entity is revived as per plan submitted by the SRA."

12. The observations made by the adjudicating authority as noticed above

indicate that all facts and circumstances of the present case has been noticed

by the adjudicating authority reasons due to which the delay was caused due

to repeated litigation has also been noticed. SRA who has submitted the plan

whose plan has been approved is also fully bound by the plan and cannot be

allowed to resile from the plan on any reason. The objections and

submissions made by the SRA with respect to termination notice issued by

GIDC having already taken care by the RP, and this Tribunal having already

set aside the termination notice, the lease in favour of the corporate debtor

Comp. App. (AT) (Ins.) No. 85 of 2026 & I.A. No. 292 of 2026 10 of 11 survives and continues. The prayers made by the appellant in I.A. 717/2025

that GIDC should give undertaking that they shall not terminate the lease

could not be allowed by the adjudicating authority. Alleged irregularity by the

RP in conduct of CIRP also does not give any reason to interfere with the order

approving the resolution plan. The submission of appellant that approved

resolution plan has been altered is not substantiated.

13. We do not find any ground at the instance of the appellant to interfere

with the order allowing the I.A. 159/2020. No ground has been made out to

interfere with the impugned order.

The appeal is dismissed.

[Justice Ashok Bhushan] Chairperson

[Barun Mitra] Member (Technical) NEW DELHI

06th February, 2026

himanshu

Comp. App. (AT) (Ins.) No. 85 of 2026 & I.A. No. 292 of 2026 11 of 11