ORDER

Per: Prabhat Kumar, Member (Technical)

1. This Application IA 801/2022 is filed under Section 60(5) of the Insolvency & Bankruptcy Code, 2016 (“Code”) read with Rule 11 of the NCLT Rules, 2016 by Dipen Trading Private Limited (“Applicant”) in the Corporate Insolvency Resolution Process (“CIRP”) of M/s Satra Properties (India) Limited (“Corporate Debtor”), seeking following reliefs:

a. Direct the Respondent to disclose the investigations, enquiries, audit report and steps carried out to determine the preferential, undervalued or fraudulent transaction undertaken by the Corporate Debtor with Mr. Mayank J Shah pertaining to sale of 51% shareholding in SBPL;

b. Disclose the reasons for not filing any application under Section 43, Section 44, Section 45 and Section 66 of the IBC in the event there was an opinion formed that there were preferential, fraudulent and undervalued transaction carried out by the Corporate Debtor.

c. Declare the undervalued transaction undertaken by the Corporate Debtor with Mr. Mayank J Shas as void, and reverse the effect thereof and restore the position as it stood prior to the Impugned Transaction.

In C.P.(IB) No. 1632/MB/2019 d. Pending the hearing and final disposal of the present application, this Hon'ble Tribunal be pleased to direct the Respondent to investigate the Impugned Transaction;

e. Pending the hearing and final disposal of the present application, this Hon'ble Tribunal be pleased to stay the hearing of the interim application filed under section 30 of the Insolvency and Bankruptcy Code, 2016 for approval of the Resolution Plan f. Direct the IBBI to initiate disciplinary proceedings against the Resolution Professional.

2. The Respondent was appointed by this Tribunal as the Resolution Professional by its Order dated 3rd August 2020 passed in the captioned Company Petition ("Order"). The present application pertains to the inaction of the Respondent in complying with the provisions of the Insolvency and Bankruptcy Code, 2016 ("IBC") in determination of preferential, undervalued, fraudulent and extortionate transactions entered into by the Corporate Debtor.

The Resolution Professional despite being intimated of the transactions has not taken any action in terms of the provisions of IBC.

2.1. The Applicant is an operational creditor of the Corporate Debtor having an admitted claim amount of Rs.7,48,41,092/-. The Applicant states that the aforesaid claims were on account of the goods provided to the Corporate Debtor. On admission of its claim, the Applicant conducted an enquiry into the business affairs of the Corporate Debtor in the year 2021 and thereby became aware that the Corporate Debtor had entered into a Share Purchase Agreement dated 3rd January 2019 with Mr. Mayank J Shah for the sale of 51% shareholding in its the In C.P.(IB) No. 1632/MB/2019 then subsidiary Satra Buildcon Private Ltd ("SBPI.") for a mere consideration of Rs.5,00,00,000/- (Rupees Five Crores Only) ("Impugned Transaction").

2.2. The Applicant states that being a major contractor for supply of raw materials to the Corporate Debtor, it had supplied building materials for the construction of a residential real estate project called Bandra West Project: 81 Aureate formerly known as Le 88 Bandra ("said Project") during the years 2015- 2016-2017 being a high value project of the Corporate Debtor.

On perusal of the real estate rates in and around Bandra West and the details of the available flats as per Maha RERA website, the Applicant states that the actual gross sale value of the said Project was Rs.1694,26,00,000/- (Rupees One Thousand Six Hundred Ninety-Four Crores Twenty-Six Lakhs Only) and the total estimated profit accruing to SBPL should have been Rs. 547,13,00,000/-. Alternatively, even on considering the worst case scenario by considering the average ready rate per square feet the total profit accruing to SBPL was Rs. 162,77,01,764/-. 2.3. In view of the aforesaid facts, it was peculiar th