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2025 Supreme(Online)(NCLAT) 1471

NATIONAL COMPANY LAW APPELLATE TRIBUNAL
Ashok Bhushan, J
Dr. Vijay Kant Dixit & Anr. – Appellant
Versus
Amrapali Fincap Ltd. – Respondent
Comp. App. (AT) (Ins) No. 1149 – 1151 of 2025 | Comp. App. (AT) (Ins) No. 1172 of 2025 | Comp. App. (AT) (Ins) No. 1200 of 2025 | Comp. App. (AT) (Ins) No. 1552 of 2025

Advocates:
For the Appellants/Petitioners: Mr. Krishnendu Datta, Mr. Abhijeet Sinha, Ms. Prachi Johri, Ms. Kamal Naini Sharma, Ms. Mrigangi Parul
For the Respondents: Mr. Sumant Batra, Ms. Neeha Nagpal, Mr. Malak Bhatt, Mr. Ajatshatru Singh Rawat, Mr. Sarthak Bhandari, Ms. Riya Kaur Arora, Mr. Milan Singh Negi, Mr. Nikhil Kumar Jha, Mr. Gautam Goel, Mr. Kunal Godhwani, Ms. Kinjal Chadha

Disqualification under Section 29A of the Insolvency and Bankruptcy Code was not substantiated; promoters were eligible to submit a resolution plan as their net worth met the requisite criteria.

Headnote:(A) Insolvency and Bankruptcy Code, 2016 - Section 29A - Corporate Insolvency Resolution Process (CIRP) - Disqualification of promoters - Adjudicating Authority found promoters ineligible under multiple provisions of Section 29A, for past disqualification, association with other corporate entities, and alleged undisclosed FIRs - Resolution Plan submitted by promoters quashed, allowing proposal for further consideration of Resolution Plan by another entity, Amrapali Fincap Ltd. - However, it was determined that disqualifications cited were unfounded, and the promoters' plan had complied with the necessary requirements, including a valid net worth exceeding the eligibility criteria. (Paras 59, 63, 71, 75)

(B) Failure to disclose - Adjudicating Authority noted non-disclosure of criminal proceedings, invoking Regulation 38(3) of the CIRP Regulations - However, provisions relied upon were no longer in effect at the time the resolution plan was submitted, rendering such grounds for disqualification unsustainable. (Paras 42, 67)

(C) Voting requirements - CoC findings regarding voting shares confirmed that the promoters' plan was approved based on greater than 50% vote share, adhering to the legal threshold for approval, and thus valid under Section 30(4) of the IBC. (Paras 19, 28)

Findings of Court:
The court found that the disqualifications reflected in the impugned order were not substantiated and restored the recognition of the promoters’ resolution plan as compliant.

Result: Appeals allowed, order set aside, and directions for approving the resolution plan reinstated.

JUDGMENT

( 7th November, 2025 )

Ashok Bhushan, J.

All these Appeals arises out of order dated 22.07.2025 passed by the Adjudicating Authority (National Company Law Tribunal) New Delhi, Court- IV in IA No.6035 of 2024, IA No.1301 of 2025, IA No.850 of 2022 in CP (IB) No.256/ND/2019.

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

2.1. The Corporate Debtor- M/s. J.C. World Hospitality Pvt. Ltd. is an MSME engaged in developing Real Estate. By order dated 13.12.2019, the Corporate Debtor has been admitted to Corporate Insolvency Resolution Process (CIRP) on application filed by the Financial Creditors in Class under Section 7 . Resolution Professional invited claims in the CIRP of the Corporate Debtor only creditors are Financial Creditors in Class i.e. Homebuyers who constitute 100% CoC. There are no other creditor of the Corporate Debtor other than allottees. The Resolution Plan was also submitted by Appellant- Dr. Vijay Kant Dixit & Anr., promoters of the Corporate Debtor as well as Respondent No.1- Amrapali Fincap Limited. Revised Plans were submitted by Resolution Applicants. Five Resolution Plans were put to vote on 21.10.2021 but none of the resolution plans received the requisite vote for approval of the plan. The Resolution Professional put only the plan of Amrapali Fincap Limited to re- voting. The promoters of Corporate Debtor Dr. Vijay Kant Dixit & Anr. filed an IA No.4938 of 2021 challenging the action of Resolution Professional in putting only one plan of re-voting i.e. of Amrapali Fincap Limited. The application filed by promoters i.e. IA No.4938 of 2021 came to be allowed by order dated 28.10.2021 of the Adjudicating Authority. Adjudicating Authority recorded the agreement of the Respondent that Resolution Professional be directed to put all the plans to re-voting by CoC under Regulation 39 (3B) of the CIRP Regulations 2016. In pursuance of the order dated 28.10.2021, all the Resolution Plans were put for voting in the 17^th meeting of the CoC held on 05.11.2021. E-voting took place on 10^th and 11^th November 2021. In the 18^th CoC meeting held on 13.11.2021, result of re-voting was placed before the CoC. E-voting result noted that the Resolution Plan of Respondent No.1- Amrapali Fincap Ltd. received 43.27% ‘yes’ votes and 42.60% as ‘no’ votes whereas the Resolution Plan of the promoters received 44.01% ‘yes’ votes and 44.31% ‘no’ votes. The Resolution Professional in the minutes of 18^th CoC meeting opined that the plan of both the promoters as well as Amrapali Fincap Limited received 100% assent votes and on the basis of ‘tie break-up formula’ the plan of promoters was approved. Amrapali Fincap Limited had filed the Appeal challenging the order dated 28.10.2021 passed by the Adjudicating Authority directing all the Resolution Plans to put for voting by Company Appeal (AT) (Insolvency) No.948 of 2021 which Appeal came to be dismissed on 25.11.2021. IA No.5752 of 2021 was filed by the Resolution Professional for approval of the Resolution Plan. IA No.850 of 2022 was filed by Amrapali Fincap Limited raising objection to the Resolution Plan of the promoters. Amrapali Fincap Limited also filed an appeal challenging the order dated 25.11.2022 dismissing the Company Appeal (AT) (Insolvency) No.948 of 2021 filed by Amrapali Fincap Limited in which Appeal an interim order was passed by the Hon’ble Supreme Court on 20.04.2022 staying further proceedings before the NCLT. Hon’ble Supreme Court on 24.07.2024 disposed of Civil Appeal No.1077 of 2021 requesting the Adjudicating Authority to take up the matter expeditiously. It was observed by the Hon’ble Supreme Court that contentions including reliance on Section 29A can be raised before the Adjudicating Authority. Amrapali Fincap Limited filed additional document without supporting any application on 29.10.2024. On 06.12.2024, Adjudicating Authority observed that documents were filed without permission from this Tribunal as pleadings was completed in the yea

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2025 Supreme(Online)(NCLAT) 1471

Disqualification under Section 29A of the Insolvency and Bankruptcy Code was not substantiated; promoters were eligible to submit a resolution plan as their net worth met the requisite criteria.

Cases Referred (4)