Under Section 60(5) of Insolvency & Bankruptcy Code, 2016 r/w Rule 11 of

NCLT Rules, 2016

1. Mr. Shreyans J Shah

2. Mr. Jignesh P Shah

...Applicant

In the matter of

C.P.(IB) No. 1632/MB/2019 Vistara ITCL (India) Limited

…Financial Creditor

Vs.

Satra Properties India Limited

…Corporate Debtor

Order delivered on: 26.03.2025

Coram:

Shri Prabhat Kumar Justice Shri V.G. Bisht

Hon’ble Member (Technical) Hon’ble Member (Judicial)

Appearances:

For the Applicant : Mr. Bhupendra Dave, Adv

C.P.(IB) No. 1632/MB/2019

ORDER

1. This Application IA 329 of 2025 has been filed in C.P. (IB) 916 of

2020 on 14.11.2024 by the authorised representative of SRA i.e., Consortium of MJ Shah Enterprise, MJ Shah Realtors LLP and Centric Lifespaces Limited under Section 60{5) of the Insolvency and Bankruptcy Code, 2016 (“Code”) seeking appropriate directions from this Bench for allowing required modifications in the Resolution Plan which was approved vide Order dated 26.7.2024 by this Tribunal in terms of Section 31 of the Code.

2. The applicant had submitted a Resolution Plan for the Corporate Debtor Satra Properties India Limited pursuant to revised Form-G published on 04.02.2021 and the said Resolution Plan was approved by the CoC on 21.9.2021 by 95.40% vote.

3. Undisputedly, the said approved Resolution Plan contemplated the following :

a. Delisting of shares of the Corporate Debtor;

b. Proposal of Nil payment to Public Shareholders;

c. Reduction of share capital of Corporate Debtor by cancellation of whole of existing share capital;

d. Conversion of Corporate Debtor from a listed public limited company to an unlisted public limited company;

4. The Applicant, herein, has sought appropriate modifications in the relevant clause(s) the approved Resolution Plan so as not to delist the equity shares and revive the Corporate Debtor as a listed public company in the interest of both, the Corporate Debtor and the public shareholders. It is case of the Applicant that the proposed modification to the Original Resolution Plan shall not result in any detriment or prejudice to any stakeholders of the Corporate Debtor, as the distribution amount allocated to them in the Original Resolution Plan shall remain unchanged. On the contrary the public shareholders will also stand to benefit from the proposed C.P.(IB) No. 1632/MB/2019 modification as they will be entitled to proportionate shares in the revised Resolution Plan.

5. Heard the Learned Counsel and perused the material on record.

6. It is relevant to note that the Applicant SRA had proposed the business turnaround plan at Clause 9.A of the Approved Resolution Plan and contemplated thereunder that “Corporate Debtor to be delisted from BSE Limited where the existing shares of the Corporate Debtor are listed, and the present shareholding in Corporate Debtor will be reduced to Nil and Resolution Applicants shall be allotted new shares in a manner as described in Clause 22 of this Resolution Plan”. Further Clause 21B of the Approved Resolution Plan states that “The entire paid-up share capital of the Corporate Debtor shall stand cancelled and reduced without any pay out to the shareholders on or before the Effective Date as a part of the Resolution Plan without any separate additional process or compliances and also without the requirement of writing the words "and reduced" in the name and style of the Corporate Debtor. The approval of this Resolution Plan shall mean deemed approval to the reduction of equity share capital under applicable laws including section 66 of the Companies Act, 2013. The amount equivalent to face value of the equity shares. to the extent possible shall be adjusted against the losses of the Corporate Debtor upto the Effective Date and balance, if any, shall be transferred to the reserves of the Corporate Debtor.”

7. Clause 29 of the Approved Resolution Plan further states that “Once approved by the COC, this Resolution Plan shall be binding on the Resolution Applicants, subject to the satisfaction of the Conditions Preced