‘Resolution plans comply with IBC and CIRP Regulations’; NCLT approves Adani Properties acquisition of two HDIL assets

National Company Law Tribunal, Mumbai: In a set of two applications filed by the Resolution Professional (‘RP’) under Section 31 of the Insolvency and Bankruptcy Code, 2016 (‘IBC’) seeking approval of the Resolution Plans for the Corporate Insolvency Resolution Process (‘CIRP’) of Housing Development & Infrastructure Limited (‘HDIL’) submitted by Adani Properties Private Limited (‘Adani’), the Two-Member Bench of Lakshmi Gurung (Judicial Member) and Hariharan Neelakanta Iyer (Technical Member), allowed the applications, holding that the Resolution Plans complied with the mandatory requirements under Section 30(2) of the IBC read with the applicable regulations of the CIRP Regulations.

Background

In 2019, the CIRP of the Corporate Debtor, HDIL, was initiated by the National Company Law Tribunal (‘NCLT’) under Section 7 of the IBC, and the applicant herein was appointed as the RP.

In 2020, the Committee of Creditors (‘CoC’) was constituted, and the next year, the CoC approved the resolution to liquidate HDIL. Aggrieved by this, various associations of home buyers filed applications seeking a stay on the liquidation proceedings and a project-wise resolution by HDIL. Thereafter, the project-wise resolution was permitted by the National Company Law Appellate Tribunal (‘NCLAT’).

Accordingly, the RP, in consultation with the CoC, divided the Corporate Debtor into 10 Verticals, including Vertical V-Project BKC and Vertical IX – Shahad Maharal Lands. Upon receipt of Resolution Plans from Prospective Resolution Applicants, the CoC approved the Resolution Plans for Verticals V and IX, submitted by Adani. Thus, the RP issued a Letter of Intent for Vertical V, which has been duly and unconditionally accepted by Adani.

Thereafter, the RP filed the present two applications under Section 31 of the IBC seeking approval for the Resolution Plans for Verticals V and IX submitted by Adani.

Analysis and decision

On perusal of Form-H of the Resolution Plans, the NCLT held that the Resolution Plans complied with the mandatory requirements under Section 30(2) of the IBC, read with the applicable regulations of the CIRP Regulations. The Resolution Plans also met the requirements of Regulations 37, 38, 38(1A), and 39 (4) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 (‘IBBI Regulations’). The Resolution Plans were not in contravention of any of the provisions of Section 29A of the IBC and were in accordance with law.

The NCLT noted that when the present application was reserved for orders, it was sent back to the CoC given the order wherein the claim worth Rs. 895 Crores of Municipal Corporation of Greater Mumbai(‘MCGM’) was directed to be verified by the RP. The MCGM had submitted its claim; however, there was a dispute in the quantum of the claim pending before the NCLT. The RP filed an affidavit stating that MCGM did not file any claim regarding the Vertical V. MCGM affirmed this submission of the RP. Nonetheless, the RP had already clarified that in the event of any amount more than the estimated CIRP costs, the same shall be deducted from the payments of the secured financial creditors. The said clarification and undertaking were taken on record.

In this regard, the NCLT referred to K. Sashidhar v. Indian Overseas Bank, (2019) 12 SCC 150, wherein the Supreme Court held that if the CoC had approved the Resolution Plan by requisite percent of voting share, then as per Section 30(6) of the IBC, the Resolution Professional must submit the same to the Adjudicating Authority (NCLT). On receipt of such a proposal, the NCLT is required to satisfy itself that the Resolution Plan, as approved by CoC, meets the requirements specified in Section 30(2). The Court further observed that the role of the NCLT is ‘no more and no less’. The discretion of the NCLT is circumscribed by Section 31 of the IBC and is limited to scrutiny of the Resolution Plan “as approved” by the requisite percent of voting share of financial creditors. Even in that enquiry, the grounds on which the NCLT can reject the Resolution Plan are about matters specified in Section 30(2) when the Resolution Plan does not conform to the stated requirements.

Furthermore, the NCLT referred to Essar Steel India Ltd. Committee of Creditors v. Satish Kumar Gupta, (2020) 8 SCC 531, wherein the Supreme Court laid down that the NCLT would not have the power to modify the Resolution Plan which the CoC in their commercial wisdom has approved.

Thus, the NCLT reiterated that the commercial wisdom of the COC is to be given paramount importance for approval/rejection of the Resolution Plan. Since the Resolution Plans in the present case met the requirements of the IBC and the IBBI Regulations, the same had to be approved.

Given the aforesaid, the NCLT allowed the application and approved the Resolution Plans for Verticals V and IX under Section 31(1) of the IBC, with the following directions:

1. The additional affidavits dated 04-12-2024 and 21-01-2025, and the clarification by Adani and RP shall form an integral part of the Resolution Plan, and together, they shall form part of this order.
2. No automatic approval of the Scheme of Demerger was granted, and Adani shall follow the procedure as per the Companies Act, 2013, and the Rules thereunder, and all other applicable provisions.
3. Any benefit arising out of the Resolution Plan shall not be deemed to be automatically granted. The Resolution Applicant shall approach the competent authorities under the applicable law.
4. The Resolution Plans were not subject to any conditions whatsoever.
5. No person shall be entitled to initiate or continue any proceedings in respect of a claim before the CIRP, which is not a part of the Resolution Plans.
6. The RP shall hand over all records, premises/documents to Adani to finalise further action required for starting the operation as contemplated under the Resolution Plans. Adani shall have access to the records, premises/documents through the RP to finalise further action required for starting the operations.
7. The Monitoring Committee shall supervise the implementation of the Resolution Plans and review the operational performance of the HDIL.

8. The liquidation value for Vertical V was nil, while the Resolution Plan value was Rs. 3 Crores, and the liquidation value for Vertical IX was Rs. 62.76 Crores, while the Resolution Plan value was Rs. 65 Crores. Hence, considering the mandate of Regulation 31A of the IBBI Regulations, Adani shall pay the applicable Regulatory Fees.

The NCLT also provided a list of reliefs and concessions, which were as follows:

1. Approval of the Resolution Plans shall not be a ground for termination of any existing consents, approvals, licenses, concessions, authorizations, permits or the like that has been granted to HDIL or for which HDIL has made an application for renewal, grant permissions, sanctions, consents, approvals, allowances, exemptions etc.
2. The relief seeking waiver of transfer fees, penalties, premiums, and charges to be paid to the Slum Rehabilitation Authority (‘SRA’) for transfer of the Vertical V could not be granted and the transfer of Verticals V and IX under the Resolution Plans shall be subject to the applicable law and necessary compliances.
3. Any exemption as sought concerning the payment of registration charges, stamp duty, taxes, and fees arising out of the implementation of the Resolution Plans was not granted, but Adani was at liberty to approach Competent Authorities for the exemptions if permitted under the law.
4. For past non-compliances of HDIL under applicable laws, Adani shall not be liable for any liabilities and offences committed before the commencement of CIRP and as stipulated under Section 32A of the IBC.
5. In terms of the judgment in Ghanashyam Mishra & Sons (P) Ltd. v. Edelweiss Asset Reconstruction Co. Ltd., (2021) 9 SCC 657, on the date of approval of the Resolution Plans by the NCLT, all such claims which are not a part of the Resolution Plan, shall stand extinguished, and no person shall be entitled to initiate or continue any proceedings in respect of a claim which is not a part of the Resolution Plan.
6. The reliefs, which are not expressly granted above, shall not be construed as granted. The exemptions, if any, sought in violation of any law in force shall be construed as not granted.
7. Any amount recovered out of the action taken under sections 43–51 and 66 of the IBC shall be paid to the Financial Creditors in proportion to their claim amount.
8. Adani, for effective implementation of the Resolution Plans, shall obtain all necessary approvals, under any law, for the time being in force, within such period as may be prescribed.
9. The moratorium under Section 14 of the IBC shall cease to have effect as regards Verticals V and IX from the date of this order.
10. The RP shall forward all records relating to the conduct of the CIRP and the Resolution Plans to the IBBI along with a copy of this order for information.
11. Liberty was granted for moving any appropriate application, if required, in connection with the implementation of the Resolution Plans.

12. The RP shall send a certified copy of this order to the CoC and Adani for necessary compliance.

[Bank of India v. Housing Development and Infrastructure Limited, 2025 SCC OnLine NCLT 3177, decided on 27-06-2025]

Advocates who appeared in this case:

For the applicant: Shadab S. Jan, Prerana Wagh, Mufaddal Paperwala, and Prangna B i/b M/s Crawford Bayley & Co.

For the Successful RA (Adani): Sr. Adv. Vikram Nankani, Saloni Kapadia, Karan Gandhi, and Kunal Nandkarni i/b. Cyril Amarchand Mangaldas