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2025 Supreme(Online)(NCLT) 5104
NATIONAL COMPANY LAW TRIBUNAL
Ms. Lakshmi Gurung, Member (Judicial)
Mr. Modilal Dhanraj Pamecha Resolution Professional of M/s Dhruvi Properties Private Limited – Appellant
Versus
Well worth Apparels Private Limited – Respondent
I.A. 68 of 2024 | C.P.(IB)/565 (MB)/C-III/2023
For the Appellants/Petitioners: Adv. Kunal Kanungo, Adv. Tanushree Sogani, Adv. Athishay Jain
The Tribunal ordered the liquidation of the Corporate Debtor, finding that the Committee of Creditors were ineligible to vote, as they were related parties, thus invalidating the approval of the resolution plan.
Headnote:(A) Insolvency and Bankruptcy Code, 2016 - Section 30(6) - Approval of resolution plan - Resolution plan submitted by Gajra Real Estate Private Limited approved by Committee of Creditors with 100% vote - Challenge on grounds of related party and financial capability of the Applicant - Tribunal finds members of CoC to be ineligible due to their status as related parties - Approval of the resolution plan held null and void, leading to the order of liquidation of the Corporate Debtor under Section 33(1)(b)(i) of the Code. (Paras 54-57)
(B) Corporate Insolvency Resolution Process - Initiation of CIRP - Permissibility of creditors participating in CoC if they are related parties - Regulation 21(2) prohibits such participation - Tribunal finds deep entanglement between creditors and Corporate Debtor questioning the integrity of the resolution process. (Paras 52-53)
(C) Fraudulent Initiation - CIRP initiated with potential fraudulent intent- Notice issued to petitioner for clarification under Section 65 of the Code. (Paras 68-71)
Appearances:
For Applicant/RP : Adv. Kunal Kanungo, Adv. Tanushree Sogani, Adv. Athishay Jain.
Per: Lakshmi Gurung, Member (Judicial)
1. The caption I.A. 68/2024 has been filed by the Resolution Professional of M/s. Dhruvi Properties Private Limited (Corporate Debtor) under section Section 30 (6) of the Insolvency and Bankruptcy Code, 2016 (Code) read with Regulation 39(4) of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, (CIRP Regulations) 2016 seeking approval of the Resolution Plan submitted by M/s Gajra Real Estate Private Limited. The prayers are extracted below:
a) To allow the present Application;
b) To approve the Resolution Plan of Gajra Real Estate Private Limited i.e., Successful Resolution Applicant as approved by the Committee of Creditors with 100% votes in the 5th CoC meeting dated 13.07.2024; and c) To pass such other and further orders as this Tribunal may deem fit and appropriate in the facts and circumstances of the present case.
Brief Facts
2. Commencement of Corporate Insolvency Resolution Process The Corporate Debtor was admitted into Corporate Insolvency Resolution Process (CIRP) vide order dated 15.12.2023 under Section 7 of the Code and the Applicant was appointed as the Interim Resolution Professional (IRP).
3. Constitution of Committee of Creditors (CoC)
3.1 The IRP made public announcement on 22.12.2023 under Regulation 6 of the CIRP Regulations inviting claims from the creditors of the Corporate Debtor. Claims were received, verified and admitted by the IRP. Accordingly, the Committee of Creditors (CoC) was constituted and the report certifying the constitution of CoC was taken on record vide order dated 21.02.2024.
3.2 In the 1st CoC meeting held on 19.01.2024, the CoC approved the appointment of the IRP as the Resolution Professional (RP).
3.3 Upon verification of claims, the CoC was reconstituted on
12.02.2024. The Report certifying the reconstitution of CoC was taken on record vide order dated 19.04.2024.
3.4 The final list of members of the CoC is given below:
| Name of the Unsecured Creditors | Claim Admitted (in Rupees) | Voting Shares (%) |
| Wellworth Apparels Pvt Ltd | 9,98,49,560/- | 1.88% |
| Anukaran Consultancy Pvt Ltd | 4,13,59,69,805/- | 77.76% |
| Rajdeep Clothing and Advisory Pvt Ltd | 1,08,33,30,731/- | 20.37% |
| Total | 5,31,91,50,096 | 100.00% |
4. Valuation
4.1 In the 2nd CoC Meeting held on 15.02.2024, the CoC approved the appointment of the Registered Valuers for determining the fair value and liquidation value of all the assets of the Corporate Debtor, as per following details:
| Sr. No | Category | Details of Professional |
| 1. | For Land and Building | Mr. Sunil Dhingra (IBBI/RV/02/2019/11126) Mr. Yatendra Paliwal (IBBI/RV/02/2020/13281) |
| 2. | For Securities and Financial Assets | Mr. Manish Chandra (IBBI/RV/05/2019/10903) Mr. Mukesh Kumar Jain (IBBI/RV/03/2019/12285) |
4.2 The details of the Assets of the Corporate Debtor are as follows:
I. Land & Building:
Industrial Land & Building Structure located at Plot no. A-126, A- 126/1, A-126/1 (P), MIDC Phase-1, Dombiwali, Dust-
Thane, Maharashtra – 4212023.
II. Securities and/or Financial Assets A. Current Assets i) Cash and Cash Equivalents a) Cash in Hand – Rs. 2109/-.
b) Bank Balance – Rs. 8,02,742/-
ii) Trade Receivables – Rs. 5,05,66,726/-. (as on
15.12.2023)
iii) Other Current Assets – Rs. 6,28,832 (as on
15.12.2023)
B. Non-Current Investment i) Non-current Investments – Rs. 4,35,72,000/- (as on
15.12.2023)
ii) Long Term Loans & Advances – Rs. 63,70,47,751/-
(as on 15.12.2023)
4.3 According to the valuation summary and Form H, the Average Fair Value and Average Liquidation Value of the Corporate Debtor are as under:
| Sr. No | Particulars | Valuer | Fair Value (In Rs) | Liquidation Value (In Rs.) |
| 1. | Land and Building | Valuer 1 | 25,22,37,347 | 21,66,58,413 |
| Valuer 2 | 24,16,53,535 | 21,02,54,423 | ||
| 2. | Securities and Financial Assets | Valuer 1 | 8,54,851 | 8,54,851 |
| Valuer 2 | 8,63,061 | 8,63,061 | ||
| Average | 24,78,04,397 | 21,43,15,239 |
5. Appointment of Transaction Auditor
5.1 The RP, after consultation of the CoC in the 2nd CoC Meeting held on
