Partly allowed

Approval of Resolution Plan - Nucleus Premium Properties Private Limited [IA(IBC)-325-KOB-2023 in CP(IBC)-01-KOB-2021]

NCLT9 Feb 2024IA(IBC)-325-KOB-2023 in CP(IBC)-01-KOB-2021

Case brief

AI extract

What is this about?

NCLT Cochi Bench disposed of multiple IA filed by allottees/homebuyers challenging a Resolution Plan approved by the CoC. The Bench approved the Resolution Plan by Mr. Buildwell, citing the CoC commercial wisdom and limited scope of NCLT review, while dismissing challenges to revised claims and clarifying the binding nature of the plan.

What did the court decide?

Resolution Plan by M/s Buildwell approved; associated IA filed by allottees dismissed; moratorium lifted.

Approval of Resolution Plan - Nucleus Premium Properties… — Writ and Judicial Review | NCLT (2024)

¶1

NATIONAL COMPANY LAW TRIBUNAL, KOCHI BENCH

¶2

Date: 09.02.2024

¶3

In	IA(IBC)/325/KOB/2023	Applicant		Mr. N R Krishnan
re		Unni, PCS
		RP	Mr.	Dileep K P.
	IA(IBC)/349/KOB/2023	Applicants Advocate		Mr. Akhil Suresh,
		Respondent		Mr. N R Krishnan
		Unni, PCS
			Mr.	Ahaan Mohan,
		Advocate
		RP	Mr.	Dileep K P.
	IA(IBC)/348/KOB/2023	Applicants Advocate		Mr. Akhil Suresh,
		Respondent Unni, PCS		Mr. N R Krishnan
		Advocate	Mr.	Ahaan Mohan,
		RP	Mr.	Dileep K P.
		R A	Mr.	Vinod P V
	IA(IBC)/351/KOB/2023	Applicants Advocate		Mr. Pradeep Joy,

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Page 1 of 70

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IN THE NATIONAL COMPANY LAW TRIBUNAL KOCHI BENCH

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IA(IBC)/325/KOB/2023 in CP(IBC)/01/KOB/2021 & Connected Cases In re : M/s. Nucleus Premium Properties Private Limited.

¶7

	Respondent Advocate	Mr.	Ahaan Mohan,
	RP	Mr. Dile	ep K P.
IA(IBC)/363/KOB/2023	Applicants	Mr. Pra	deep Joy
	Respondent	Mr.	Ahaan Mohan,
	Advocate
	RP	Mr. Dile	ep K P.
IA(IBC)/381/KOB/2023	Respondent	Mr.	Ahaan Mohan,
	Advocate
	RP	Mr. Dile	ep K P.
IA(IBC)/324/KOB/2023	Applicants Advocate	Mr. A	Kevin Thomas,
	Respondent	Mr.	N R Krishnan
	Unni, PCS
		Mr.	Ahaan Mohan
	(For RP)
	RP	Mr. Dile	ep K P.
IA(IBC)/485/KOB/2023	Applicants Advocate	Mr	. Pradeep Joy,
	Respondents	Mr	. Vinod P V,
	Advocate
	RP	Mr. Di	leep K P

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Page 2 of 70

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IN THE NATIONAL COMPANY LAW TRIBUNAL KOCHI BENCH

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IA(IBC)/325/KOB/2023 in CP(IBC)/01/KOB/2021 & Connected Cases In re : M/s. Nucleus Premium Properties Private Limited.

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IA(IBC)/360/KOB/2023 Applicants Mr. Akhil Suresh, Advocate Respondent Mr. N R Krishnan Unni, PCS RP Mr. Dileep K P.

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The aforementioned counsels/Authorized Representatives

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appears in these applications respectively.

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Common Order Pronounced in the above-mentioned

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Interlocutory Applications, Vide separate sheets.

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------------------------------------------------------------------------------

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IN THE NATIONAL COMPANY LAW TRIBUNAL

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KOCHI BENCH

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IA(IBC)/325/KOB/2023

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(U/s 30(6), 31 of IBC, 2016)

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IA(IBC)/381/KOB/2023

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(U/s 60(5) IBC R/w Rules 11 & 15 NCLT Rules,

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2016)

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¶26

IA(IBC)/324/KOB/2023

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(U/s 60(5) IBC Code, 2016)

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¶29

IA(IBC)/349/KOB/2023

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(U/s 60(5) r/w Rule 11 of IBC Code, 2016)

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Page 3 of 70

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IN THE NATIONAL COMPANY LAW TRIBUNAL KOCHI BENCH

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IA(IBC)/325/KOB/2023 in CP(IBC)/01/KOB/2021 & Connected Cases In re : M/s. Nucleus Premium Properties Private Limited.

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IA(IBC)/348/KOB/2023

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(U/s 60(5) r/w Rule 11 of IBC Code, 2016)

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¶38

IA(IBC)/351/KOB/2023

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(U/s 60(5) IBC R/w Rules 11 & 15 NCLT Rules,

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2016)

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¶42

IA(IBC)/363/KOB/2023

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(U/s 60(5) IBC R/w Rules 11 NCLT Rules, 2016)

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¶45

CP(IBC)/1/KOB/2021

¶46

¶47

IA(IBC)/485/KOB/2023

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(U/s 60(5) IBC Code, 2016)

¶49

¶50

IA(IBC)/325/KOB/2023 IN CP(IBC)/1/KOB/2021

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¶52

IA(IBC)/360/KOB/2023 IN CP(IBC)/1/KOB/2021

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In the matter of:

¶54

M/s Nucleus Premium Properties Private Limited

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IA(IBC)/325/KOB/2023

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Memo of Parties:

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1.Mr.Dileep K P Resolution Professional of M/s Nucleus Premium Properties Private Limited.

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Page 4 of 70

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IN THE NATIONAL COMPANY LAW TRIBUNAL KOCHI BENCH

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IA(IBC)/325/KOB/2023 in CP(IBC)/01/KOB/2021 & Connected Cases In re : M/s. Nucleus Premium Properties Private Limited.

¶61

IBBI/1PA/IP-001/IP01310/20182019/12220, Veluthedath House, Ponnurunni, Vytilla P O, Kochi, Pin. 682019

¶62

…Applicant

¶63

IA(IBC)/381/KOB/2023

¶64

Memo of Parties:

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Dr Johnson K Issac Flat No.207, Kudukkachira House, SRM Road, National Heritage Apartments Kaloor, Ernakulam. Pin: 682012

¶66

Vijayan Pillai S 13/1032 R, Pratheeksha, Parekkattil Cross Road, Karimakkad, Vazhakkalla, Ernakulam, Pin: 682021 …Applicants

¶67

-Versus-

¶68

M/s Nucleus Premium Properties Private Limited, Registered office at 34/239 Near Mariya Park, Pipeline Road, Edapally, Ernakulam, Pin: 682024

¶69

Mr. Dileep KP, Resolution Professional, M/s Nucleus Premium Properties Private Limited, Veluthedath House, Ponnurunni, Vytilla PO, Ernakulam- 682019 3. M/s Buildwell, Represented by its Managing Partner, Saji Kumar K P, Registered Office at 50/1112-D5-A, 3^rd Floor, Muhammed Haji Building, Edapally, Ernakulam. … Respondents

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Page 5 of 70

¶71

IN THE NATIONAL COMPANY LAW TRIBUNAL KOCHI BENCH

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IA(IBC)/325/KOB/2023 in CP(IBC)/01/KOB/2021 & Connected Cases In re : M/s. Nucleus Premium Properties Private Limited.

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IA(IBC)/324/KOB/2023

¶74

Memo of Parties:

¶75

Arjun S V Villa No. 14, Nucleus Heyday, Thuthiyoor, Kakkanad, Ernakulam – 682037

¶76

Anoop John Classic-6, Jairaj Summit, Padamugal, Thrikakkara P O, Ernakulam – 682021

¶77

Janeesha Chandran KNRA – 63, Kairali Nagar, Maradu P O, Ernakulam – 682034

¶78

G Nagendran 49/812 A3, Gokul Mahal, Mercy Lane, Elamakkara, Ernakulam – 682026

¶79

Anish P Joseph Parackal House, Parappu, Ayyappancoil, Idukki, Pin: 685507 …Applicants

¶80

-Versus-

¶81

Mr. Dileep KP, Resolution Professional, M/s Nucleus Premium Properties Private Limited, Veluthedath House, Ponnurunni, Vytilla PO, Ernakulam- 682019

¶82

M/s Buildwell, Represented by its Managing Partner, Saji Kumar K P, Registered Office at 50/1112-D5-A, 3^rd Floor, Muhammed Haji Building, Edapally, Ernakulam.

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…. Respondents

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Page 6 of 70

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IN THE NATIONAL COMPANY LAW TRIBUNAL KOCHI BENCH

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IA(IBC)/325/KOB/2023 in CP(IBC)/01/KOB/2021 & Connected Cases In re : M/s. Nucleus Premium Properties Private Limited.

¶87

IA(IBC)/349/KOB/2023

¶88

Memo of Parties:

¶89

Bennila Balakrishnan Bani Bhavan, Manacaud, Mavelikkara P O, Alappuzha, Pin: 690101 Represented by Power of Attorney, Mr. Benilal Balakrishnan Beni Bhavan, Manakadu, Mavelikkara P O, Alappuzha, Pin: 690101

¶90

Sreejith Kuttan Keeppallil, Elippakulam P O, Alappuzha Represented by Power of Attorney, Mr. Benilal Balakrishnan Beni Bhavan, Manakadu, Mavelikkara P O, Alappuzha, Pin: 690101

¶91

…Applicants -Versus-

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Mr. Dileep KP, Resolution Professional, M/s Nucleus Premium Properties Private Limited, Veluthedath House, Ponnurunni, Vytilla PO, Ernakulam- 682019

¶93

M/s Buildwell, Represented by its Managing Partner, Saji Kumar K P, Registered Office at 50/1112-D5-A, 3^rd Floor, Muhammed Haji Building, Edapally, Ernakulam.

¶94

…. Respondents

¶95

IA(IBC)/348/KOB/2023

¶96

Memo of Parties:

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Rajini Sunilkumar Krishna Nivas, Kochuparambil, Behind Carmal Hospital, Ashokapuram, Aluva, Ernakulam, Pin: 683101

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Page 7 of 70

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IN THE NATIONAL COMPANY LAW TRIBUNAL KOCHI BENCH

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IA(IBC)/325/KOB/2023 in CP(IBC)/01/KOB/2021 & Connected Cases In re : M/s. Nucleus Premium Properties Private Limited.

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Sunil Kumar Krishna Nivas, Kochuparambil, Behind Carmal Hospital, Ashokapuram, Aluva, Ernakulam, Pin: 683101

¶102

…Applicants

¶103

-Versus-

¶104

Mr. Dileep KP, Resolution Professional, M/s Nucleus Premium Properties Private Limited, Veluthedath House, Ponnurunni, Vytilla PO, Ernakulam- 682019

¶105

M/s Buildwell, Represented by its Managing Partner, Saji Kumar K P, Registered Office at 50/1112-D5-A, 3^rd Floor, Muhammed Haji Building, Edapally, Ernakulam.

¶106

…. Respondents

¶107

IA(IBC)/351/KOB/2023

¶108

Memo of Parties:

¶109

Dr. Jose Paul S/o Pavunny 7C-Noel Touch Stone, Crash Road, Vazhakkala, Thrikkakara, Ernakulam, Pin: 682021

¶110

Liaquat Babu S/o Mohammed Eliyas Trinity World, Chittethukara, Venus Block, Flat 11E, Kakkanad, Ernakulam, Kerala Pin: 682030

¶111

Jesna Rahiman W/o Anwer S.M Saleh

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Page 8 of 70

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IN THE NATIONAL COMPANY LAW TRIBUNAL KOCHI BENCH

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IA(IBC)/325/KOB/2023 in CP(IBC)/01/KOB/2021 & Connected Cases In re : M/s. Nucleus Premium Properties Private Limited.

¶115

Perumthara, Cara 118, Aluva Desom, Aluva West Village, Thottakkattukara P.O, Ernakulam, Kerala Pin:683108

¶116

Jayakumar S/o Kalath Gopala Menon A6 Narayana Residency, Kunnath Lane, Near Thiruvambady Temple, Thrissur, Pin: 680022

¶117

Rajeev Pillai Flat no. 407. Royal Tower, Exotica Shankarnagar, Raipur, Chhattisgarh, Pin: 492001

¶118

Jeena Tigin Abraham W/o Tigin Raj Abraham Parayathukattil House, Palace Road Pailakara, Thiruvalla, Pathanamtitta, Kerala – 689101

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Dr. Sheeba Sajan alias Sheeba Padiyath W/o Sajan K H Padiyath House, Lokamaleshwaram Village, Kodungallur Taluk, Thrissur, Kerala -680664

¶120

Maya Unnikrishnan PB 270, TPO IPD BAB, Abu Dhabi, UAE

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Antony Cheriyan 1C, Skyline Marble Arch Apartments, Judges Avenue, Kaloor, Ernakulam Pin: 682 017

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Brijesh Kumar S/o M P Sasikumar

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Page 9 of 70

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IN THE NATIONAL COMPANY LAW TRIBUNAL KOCHI BENCH

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IA(IBC)/325/KOB/2023 in CP(IBC)/01/KOB/2021 & Connected Cases In re : M/s. Nucleus Premium Properties Private Limited.

¶126

39/290 Naikkaraveed, Asary Lane, Karakkamuri, Ernakulam, Kerala, Pin:682011 11. Dr. Sujaya Rajashekhar W/o Rajasekhar Lakshmi Illam, L2, Jainagar, Medical College P.O, Trivandrum, Kerala, Pin: 695011 12. Afeesudhien Sujith S/o Afeesudhein Apartment. 12A, Chancellor, Near Cardina School, Puthuvamoola, Chengalamoola Road, Thrikkakkara P.O, Ernakulam, Kerala, Pin: 682021 …Applicants -Versus- 1. Resolution Professional, M/s Nucleus Premium Properties Private Limited, Veluthedath House, Ponnurunni, Vytilla PO, Ernakulam- 682019 2. Committee of Creditors of M/s Nucleus Premium Properties Private Limited, Represented by Mr Dileep K P, RP, M/s Nucleus Premium Properties Private Limited 34/239C, Near Mariya Park, Pipeline Road, Padivattom, Edappally, Ernakulam, Pin: 682024

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M/s Buildwell, 50/1112-D5-A, 3^rd Floor, Muhammed Haji Building, Edapally, Ernakulam, Kerala, 682024

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Investigating Authority

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Page 10 of 70

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IN THE NATIONAL COMPANY LAW TRIBUNAL KOCHI BENCH

¶131

IA(IBC)/325/KOB/2023 in CP(IBC)/01/KOB/2021 & Connected Cases In re : M/s. Nucleus Premium Properties Private Limited.

¶132

Insolvency and Bankruptcy Board of India, 7th Floor, Mayur Bhawan, Shankar Market, Connaught Circus, New Delhi110001

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…. Respondents

¶134

IA(IBC)/363/KOB/2023

¶135

Memo of Parties:

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Ajil VA, Nucleus Riva Villa, Near Mahindra Service Centre, Thattampady, Edapally North, Kochi- 682024

¶137

Paveen Pankajakshan B 503, Ashok Vihar, Off Military Road, Marol, Andheri East, Mumbai- 400072

¶138

Gibin Abraham Pulikal Peniel, 1/67, Bismi Gardern, II Avenue, Edappally P.O, Kochi-682024

¶139

Mathew Francis Alapatt F13, Express Estate, KK Road, Kaloor P.O, Ernakulam- 682017

¶140

Ravi Sreedharan Chulliparambil Laavanya, Near Sree Krishna HSG Complex, New Barampur, Vasai Road, Mumbai 401202

¶141

Samuel Johnson Johnson Manalayyathu Bungalow, Mulavana P.O, Kollam District, Pin6910503

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Beena Varghese Pediyil Olives, Thittamel, Chengannur, Kerala, Pin: 689121

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Page 11 of 70

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IN THE NATIONAL COMPANY LAW TRIBUNAL KOCHI BENCH

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IA(IBC)/325/KOB/2023 in CP(IBC)/01/KOB/2021 & Connected Cases In re : M/s. Nucleus Premium Properties Private Limited.

¶146

Vibin Vijayakumar Kizhakkevedu, Erikkavu, Karthikappally P.O, Alleppey- 690 519

¶147

Shamnad Hameed Ziyad Villa No. 15, Nucleus Riva Villas, Edapally North, Pin: 682024

¶148

Sudheer Kumar P Villa No. 8, Nucleus Riva villas, Edapally North, Pin: 682024 …Applicants

¶149

-Versus-

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Mr. Dileep K P Resolution Professional M/s Nucleus Premium Properties Private Limited, Veluthedath House, Ponnurunni, Vytilla P O, Ernakulam – 682 019

¶151

Committee of Creditors of M/s Nucleus Premium Properties Private Limited, Represented by Mr Dileep K P, RP, M/s Nucleus Premium Properties Private Limited 34/239C, Near Mariya Park, Pipeline Road, Padivattom, Edappally, Ernakulam, Pin: 682024

¶152

M/s Buildwell, 50/1112-D5-A, 3^rd Floor, Muhammed Haji Building, Edapally, Ernakulam, Kerala, 682024

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Investigating Authority Insolvency and Bankruptcy Board of India, 7th Floor, Mayur Bhawan, Shankar Market, Connaught Circus, New Delhi110001

¶154

Page 12 of 70

¶155

IN THE NATIONAL COMPANY LAW TRIBUNAL KOCHI BENCH

¶156

IA(IBC)/325/KOB/2023 in CP(IBC)/01/KOB/2021 & Connected Cases In re : M/s. Nucleus Premium Properties Private Limited.

¶157

…. Respondents

¶158

IA(IBC)/385/KOB/2023

¶159

Memo of Parties:

¶160

Shafeeque Kadambot Ibrahim, Kadambot, V Bazar, Madavanna PO, Trichur, Pin 680666 …Applicant

¶161

-Versus-

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Mr Dileep K P Resolution Professional M/s Nucleus Premium Properties Private Limited, Veluthedath House, Ponnurunni, Vytilla P O, Ernakulam – 682 019

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Committee of Creditors of M/s Nucleus Premium Properties Private Limited, Represented by Mr Dileep K P, RP, Veluthedath House, Ponnurunni, Vytilla P O, Ernakulam – 682 019

¶164

3. M/s Buildwell, 50/1112-D5-A, 3^rd Floor, Muhammed Haji Building, Edapally, Ernakulam, Kerala, 682024 …. Respondents

¶165

IA(IBC)/360/KOB/2023

¶166

Memo of Parties:

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Insight Media City India Private Limited XI-234B, near Gandhi Square, Maneed Piravom, Ernakulam, Pin. 686664 … Applicant

¶168

-Versus-

¶169

Dileep K P Resolution Professional of M/s Nucleus Premium Properties Private Limited.

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Page 13 of 70

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IN THE NATIONAL COMPANY LAW TRIBUNAL KOCHI BENCH

¶172

IA(IBC)/325/KOB/2023 in CP(IBC)/01/KOB/2021 & Connected Cases In re : M/s. Nucleus Premium Properties Private Limited.

¶173

IBBI/1PA/IP-001/IP01310/20182019/12220, Veluthedath House, Ponnurunni, Vytilla P O, Kochi, Pin. 682019 … Respondent

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Order delivered on: 09.02.2024

¶175

Coram:

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Shri. Shyam Babu Gautam TMT. Justice (Retd.) T. Krishna Valli Hon’ble Member (Technical) Hon’ble Member (Judicial) Appearances:

¶177

IA(IBC)/325/KOB/2023 : For the Applicant : Mr. N R Krishnan Unni, CS Mr. Dileep K P, RP IA(IBC)/381/KOB/2023 : For the Applicant : Mr. P M Joshi, Adv. For the Respondents : Mr. Ahaan Mohan, Adv. (R1) : Mr. Dileep K P, RP IA(IBC)/324/KOB/2023: For the Applicant : Mr. A Kevin Thomas., Adv. For the Respondents : Mr. Ahaan Mohan, Adv. Mr. Dileep K P, RP Mr. Vinod P V, (R2) IA(IBC)/349/KOB/2023 & IA(IBC)/348/KOB/2023:

¶178

Page 14 of 70

¶179

IN THE NATIONAL COMPANY LAW TRIBUNAL KOCHI BENCH

¶180

IA(IBC)/325/KOB/2023 in CP(IBC)/01/KOB/2021 & Connected Cases In re : M/s. Nucleus Premium Properties Private Limited.

¶181

For the Applicant : Mr. Akhil Suresh., Adv. For the Respondents : Mr. Ahaan Mohan, Adv., Mr. Dileep K P, RP Mr. N R Krishnan Unni, CS Mr. Vinod P V, Adv (R2)

¶182

IA(IBC)/351/KOB/2023 & IA(IBC)/363/KOB/2023 &

¶183

IA(IBC)/485/KOB/2023:

¶184

For the Applicant : Mr. Pradeep Joy, Adv. For the Respondents : Mr. Ahaan Mohan, Adv., Mr. N R Krishnan Unni, CS Mr. Vinod P V, Adv (R3) IA(IBC)/360/KOB/2023: For the Applicant : Mr. Akhil Suresh., Adv. For the Respondents : Mr. Dileep K P, RP,

¶185

O R D E R

¶186

Per: Coram

¶187

M/s Nucleus Premium Properties Private Limited (hereinafter referred to as ‘Corporate Debtor’ or ‘CD’) was admitted for Corporate Insolvency Resolution Process ((hereinafter referred to as ‘CIRP’) by this Tribunal on 18.11.2021 in CP(IB)/1/KOB/2021.

¶188

IA(IBC)/325/KOB/2023 is filed under section 30(60) and section 31 of the Code for the approval of the Resolution Plan. All the

¶189

Page 15 of 70

¶190

IN THE NATIONAL COMPANY LAW TRIBUNAL KOCHI BENCH

¶191

IA(IBC)/325/KOB/2023 in CP(IBC)/01/KOB/2021 & Connected Cases In re : M/s. Nucleus Premium Properties Private Limited.

¶192

remaining Interlocutory Applications are filed by the homebuyers/allotees of the Corporate Debtor for the relief either to reject the resolution plan or to send back the Resolution Plan to the Committee of Creditors (hereinafter referred as ‘CoC’) for reconsideration or reject the Resolution Plan for non-compliance of Section 30(2) of the Code or to declare the voting of the Resolution Plan submitted by the Resolution Applicant as null and void and to intervene in the application filed by Respondent as IA (IBC)/325/KOB/2023. Since common issues and questions of laws are raised in all these above applications, they have been taken up together and a common order is passed.

¶193

IA(IBC)/325/KOB/2023

¶194

This application is filed under section 30(60) and section 31 of the Code for the approval of a resolution Plan in respect of M/s Nucleus Premium Properties Private Limited, the Corporate Debtor. The Resolution Professional filed the present application on 01.08.2023 for approval of the Resolution Plan, which was approved by the CoC with a 100 per cent in its 12^th CoC held on 28/07/2023.

¶195

The facts as narrated in the application are summarised hereunder:

¶196

The underlying Company Petition CP(IBC)/01/KOB/2021, filed by Mr Anoop John & 3 others against the Corporate Debtor under

¶197

Page 16 of 70

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IN THE NATIONAL COMPANY LAW TRIBUNAL KOCHI BENCH

¶199

IA(IBC)/325/KOB/2023 in CP(IBC)/01/KOB/2021 & Connected Cases In re : M/s. Nucleus Premium Properties Private Limited.

¶200

Section 7 of the Code, was admitted by this Tribunal and Corporate Insolvency Resolution Process initiated against the Corporate Debtor on 18.11.2021. Mr Dileep K P, IBBI/1PA/IP001/IP01310/2018-2019/12220 was appointed as the Interim Resolution Professional (hereinafter referred to as ‘IRP’). The CoC in its first meeting held on 30.12.2021 decided to appoint the IRP as the Resolution Professional (‘RP’).

¶201

The Corporate Debtor has been undertaking Real Estate Projects which were delayed and under various stages of construction. The RP admitted 238 claims till 90 days which is the maximum period allowed for submission of claims as follows:

¶202

Sl. No.	Creditors	No. of Claims admitted	Amount of Claims admitted Rs in crore
1	Secured financial creditors (other than financial creditors belonging to any class of creditors)	1	1.41
2.	Unsecured Financial Creditors belonging to any class of creditors	199	111.89
3.	Operational Creditors (Employees)	7	0.35
3.	Operational Creditors (Government)	3	14.61

¶203

Page 17 of 70

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IN THE NATIONAL COMPANY LAW TRIBUNAL KOCHI BENCH

¶205

IA(IBC)/325/KOB/2023 in CP(IBC)/01/KOB/2021 & Connected Cases In re : M/s. Nucleus Premium Properties Private Limited.

¶206

	Operational Creditors (other than
4.	Workmen and Employees and	27	10.36
	Government Dues)
	Total	237	138.62

¶207

The constitution of CoC consists of 199 homebuyers with a 98.75% voting share and one financial creditor, State Bank of India with a 1.25% voting share. Homebuyers are represented by the Authorised Representative, Mr Mohan TS, an Insolvency Professional approved by this NCLT on 17.02.2022.

¶208

The CIRP began on 18.11.2021, with an extension of 330 days due to an influx of homebuyer claims and the impact of the Covid third wave. During this period, two bids were received, one from the Expromoter/suspended director, but no Resolution Plan was submitted. After issuing a second Expression of Interest (EOI), a draft Resolution Plan by Mr. Sumit Khanna was rejected in the 6th CoC meeting with 100% voting rights. Subsequently, project-wise resolution proposals were sought and approved by the Tribunal on 04.11.2022.

¶209

In the 8th CoC on 14.11.2022, decided that the Resolution Professional to publish one more Form G inviting EOI. Two EOIs were received from M/s Buildwell and M/s BR Nirman. Despite satisfying eligibility criteria under Section 29A of the Code, the

¶210

Page 18 of 70

¶211

IN THE NATIONAL COMPANY LAW TRIBUNAL KOCHI BENCH

¶212

IA(IBC)/325/KOB/2023 in CP(IBC)/01/KOB/2021 & Connected Cases In re : M/s. Nucleus Premium Properties Private Limited.

¶213

project-wise Resolution Plan submitted by Raymound Project, Riva Apartments, and Eleganza Projects initially did not comply with mandatory provisions. After modifications and resubmission, both Resolution Plans were subject to homebuyer negotiations from 18.01.2023 to 22.01.2023, followed by e-voting from 28.01.2023 to 29.01.2023.

¶214

In the voting results, Plan A (Buildwell) received 41.99% in favor, while Plan B (BR Nirman) had 0.87% approval. Due to the failure of Plan A in a re-voting attempt, the Tribunal ordered liquidation on 17.03.2023 vide IA(IBC)/74/KOB/2023. While the liquidation process was going on, Raymount and Riva Project Allottees Association along with a group of home allottees have preferred an appeal in Hon’ble NCLAT Chennai against the order of liquidation, in which the Hon’ble NCLAT ordered to keep the order of liquidation in abeyance, and the CoC was directed to reconsider the modified Resolution Plan by M/s Buildwell.

¶215

The modified Resolution Plan by M/s Buildwell underwent voting on 26.07.2023 to 27.07.2023, with 78.19% of home allottees voting in favor. The 12th CoC on 28.07.2023 voted in favour of the Resolution Plan with 100% voting.

¶216

As per the order of Hon’ble NCLAT, the order of Liquidation remains suspended till 02.08.2023. This application was filed by the Resolution Professional for the approval of the Resolution Plan on 01.08.2023.

¶217

Page 19 of 70

¶218

IN THE NATIONAL COMPANY LAW TRIBUNAL KOCHI BENCH

¶219

IA(IBC)/325/KOB/2023 in CP(IBC)/01/KOB/2021 & Connected Cases In re : M/s. Nucleus Premium Properties Private Limited.

¶220

The Successful Resolution Applicant had duly accepted the ‘Letter of Intent’ which was issued by the Resolution Professional as per the provisions of RFRP on 28.07.2023.

¶221

The Successful Resolution Applicant has provided a cash security deposit of Rs 26,16,035/- (Rupees twenty-six lakhs sixteen thousand and thirty-five only) in the designated Resolution Account, copy of bank statement evidencing the same attested by SBI, Edapally Branch has been produced as Annexure E.

¶222

The Applicant has submitted the details of various compliances as envisaged by the Code and the CIRP Regulations which a Resolution Plan is required to adhere to, as follows:

¶223

Section of the Code/Reg.	Requirement with respect to Resolution Plan	Clause of Resolution Plan	Compliance (Yes / No)
25(2)(h)	Whether the Resolution Applicant meets the criteria approved by the CoC having regard to the complexity and scale of operations of business of the CD?		Yes

¶224

Page 20 of 70

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IN THE NATIONAL COMPANY LAW TRIBUNAL KOCHI BENCH

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IA(IBC)/325/KOB/2023 in CP(IBC)/01/KOB/2021 & Connected Cases In re : M/s. Nucleus Premium Properties Private Limited.

¶227

29A	Whether the Resolution Applicant is eligible to submit a resolution plan as per final list of Resolution Professional or Order, if any, of the Adjudicating Authority	Notarised affidavit in pages no.38 to 43	Yes
30(1)	Whether the Resolution Applicant has submitted an affidavit stating that it is eligible?	Notarised affidavit in pages no.38 to 43	Yes

¶228

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IN THE NATIONAL COMPANY LAW TRIBUNAL KOCHI BENCH

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IA(IBC)/325/KOB/2023 in CP(IBC)/01/KOB/2021 & Connected Cases

¶231

In re : M/s. Nucleus Premium Properties Private Limited.

¶232

30(2)	Whether the Resolution Plan- a) Provides for the payment of insolvency resolution process costs? b) Provides for the payment to the operational creditors? c) provides for the payment to the financial creditors who did not vote in favour of the resolution plan? d) provides for the management of the affairs of the corporate debtor? e) provides for the implementation and supervision of the Resolution Plan f) contravenes any of the provisions of the law for the time being in force?	4.3.1 4.3.2 NA 7.2 7.2.2 4.1.9	Yes Yes NA Yes Yes Yes
Section 30(4)	Whether the Resolution Plan (a) is feasible and viable, according to the CoC? (b) has been approved by the CoC with 66% voting share?	4.1.10 NA	Yes Yes

¶233

Page 22 of 70

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IN THE NATIONAL COMPANY LAW TRIBUNAL KOCHI BENCH

¶235

IA(IBC)/325/KOB/2023 in CP(IBC)/01/KOB/2021 & Connected Cases In re : M/s. Nucleus Premium Properties Private Limited.

¶236

Section 31(1)	Whether the Resolution Plan has provisions for its effective implementation plan, according to the CoC?	7.2.2	Yes
Regulation 35A	Where the resolution professional made a determination if the CD been subjected to any transaction of the nature covered under sections 43, 45, 50 or 66, before the one hundred and fifteenth day of the insolvency commencement date, under intimation to the Board?	6.2.(iii) 6.2.(iv) 6.2.(v)	Yes
Regulation 38(1)	Whether the amount due to the operational creditors under the resolution plan has been given priority in payment over financial creditors?	4.3.2	Yes
Regulation 38(1A)	Whether the resolution plan includes a statement as to how it has dealt with the interests of all stakeholders?	4.3, 6.1	Yes

¶237

Page 23 of 70

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IN THE NATIONAL COMPANY LAW TRIBUNAL KOCHI BENCH

¶239

IA(IBC)/325/KOB/2023 in CP(IBC)/01/KOB/2021 & Connected Cases In re : M/s. Nucleus Premium Properties Private Limited.

¶240

Regulation 38(1B)	i. Whether the Resolution Applicant or any of its related parties has failed to implement or contributed to the failure of implementation of any resolution plan approved under the Code. ii. If so, whether the Resolution Applicant has submitted the statement giving details of such non implementation?		No NA
Regulation 38(2)	Whether the Resolution Plan provides: i. the term of the plan and its implementation schedule? ii. for the management and control of the business of the corporate debtor during its term?	7.1 7.2	Yes Yes
	iii. adequate means for supervising its implementation?	7.2.2	Yes
Regulation 38(3)	Whether the resolution plan demonstrates that

¶241

Page 24 of 70

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IN THE NATIONAL COMPANY LAW TRIBUNAL KOCHI BENCH

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IA(IBC)/325/KOB/2023 in CP(IBC)/01/KOB/2021 & Connected Cases In re : M/s. Nucleus Premium Properties Private Limited.

¶244

	(a) it addresses the cause of default?	3.1.2	Yes
	(b) it is feasible and viable?	4.1.10	Yes
	© it has provisions for its effective implementation?	7.2, 7.2.2	Yes
	(d) it has provisions for approvals required and the timeline for the same? (e) the resolution applicant has the capability to implement the resolution plan?	7.2.4 4.1.5	Yes Yes
Regulation 39(2)	Whether the RP has filed applications in respect of transactions observed, found or determined by him?	6.2	Yes
Regulation 39(4)	Provide details of performance security received, as referred to in sub-regulation (4A) of regulation 36B.	7.5	Yes

¶245

As required by Section 30(1) read with Regulation 39(1)(a) of the CIRP Regulations, the Applicant submits that the Resolution Applicant has submitted a certificate of eligibility under Section 29A of the Code vide notarized affidavit dated 29.11.2022. In

¶246

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IN THE NATIONAL COMPANY LAW TRIBUNAL KOCHI BENCH

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IA(IBC)/325/KOB/2023 in CP(IBC)/01/KOB/2021 & Connected Cases In re : M/s. Nucleus Premium Properties Private Limited.

¶249

terms of Regulation 39(1)(c) of the CIRP Regulations, an undertaking has been submitted by the successful Resolution Applicant, disclosed on page 99 of the application.

¶250

The applicant has filed a Compliance Certificate in prescribed form i.e., Form "H" in compliance with regulation 39(4) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) regulations 2016, along with copy of Bank statement of receipt of performance security as required under regulation 36B(4A) is produced as Annexure E.

¶251

DETAILS OF RESOLUTION PLAN/PAYMENT SCHEDULE

¶252

The Successful Resolution Applicant will bring in Rs 2,61,60,347/(Rs. Two crores Sixty-One lakhs Sixty Thousand and three hundred and forty-seven only) towards the total Resolution amount which will be paid as follows.

¶253

Description	Amount	Proposed pa	yment	s
Insolvency Resolution Cost	Rs.93,61,000/-	Within 3 m approval date order of NCLT)	onths (Date	of of
Amount payable to secured financial creditor (State Bank of India)	Rs.1,41,58,032/-	Within 6 m approval date order of NCLT)	onths (Date	of of
Amount payable to operational creditors - Employees	Rs. 4,54,815/-	Within 6 m approval date order of NCLT)	onths (Date	of of

¶254

Page 26 of 70

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IN THE NATIONAL COMPANY LAW TRIBUNAL KOCHI BENCH

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IA(IBC)/325/KOB/2023 in CP(IBC)/01/KOB/2021 & Connected Cases In re : M/s. Nucleus Premium Properties Private Limited.

¶257

Amount payable as	Rs.21,86,500/-	Within 18 months of
settlement of claims of		approval date (Date of
Verdant allottees		order of NCLT)
Total	Rs.2,61,60,347/-

¶258

Resolution Professional further hereby confirm as follows with

¶259

regard to the mandatory contents of the resolution Plan in terms of sub section 2 of section 30 of lBC, 2016.

¶260

The resolution plans submitted by the resolution applicants were found to comply with IBC and various regulations thereunder.

¶261

The Plan provided for the payment of insolvency resolution process costs in a manner specified by the Board in priority to the payment of the other debts of the corporate debtor

¶262

It provided for the payment of debts of operational creditors in such manner as specified by the Board which shall not be less than-

¶263

(i) the amount to be paid to such creditors in the event of a liquidation of the corporate debtor under section 53;

¶264

(ii) the amount that would have been paid to such creditors. If the amount to be distributed in accordance with sub-section (1) of section 33 in the event of a liquidation of the corporate debtor be distributed under the resolution plan had been distributed in

¶265

Page 27 of 70

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IN THE NATIONAL COMPANY LAW TRIBUNAL KOCHI BENCH

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IA(IBC)/325/KOB/2023 in CP(IBC)/01/KOB/2021 & Connected Cases In re : M/s. Nucleus Premium Properties Private Limited.

¶268

accordance with the order of priority in sub-section (I) of section 53 whichever is higher.

¶269

It provides for the payment of debts of financial creditors, who do not vote in favour of the resolution plan, in such manner as may be specified by the Board, which shall not be less than the amount to be paid to such creditors in accordance with subsection (I) of section 53 in the event of the liquidation of the corporate debtor.

¶270

It provides for the management of the affairs of the corporate debtor after approval of the resolution plan.

¶271

It provides for the implementation and supervision of the resolution plan.

¶272

The plan did not contravene any of the provisions of the law for the time being in force.

¶273

The plan conforms to such other requirements as specified by the Board.

¶274

Upon the Effective Date the Resolution Applicant shall hold the properties and assets of the Corporate Debtor in trust for the Financial Creditors of the company. The Resolution Applicant shall supervise the implementation of the plan and do all such acts, deeds, matters and things as may be necessary, desirable, or expedient in order to implement or give effect to this plan in accordance with its terms. The Resolution Applicant shall act under the supervision of the respective Project Monitoring

¶275

Page 28 of 70

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IN THE NATIONAL COMPANY LAW TRIBUNAL KOCHI BENCH

¶277

IA(IBC)/325/KOB/2023 in CP(IBC)/01/KOB/2021 & Connected Cases In re : M/s. Nucleus Premium Properties Private Limited.

¶278

Committee in case of the construction & handing over of the under-constructed Apartments & Villas.

¶279

On and from the Effective Date the Resolution Applicant shall take over the management of the Nucleus Premium Properties Private Limited and shall acquire the management control inter alia by taking the following measures:

¶280

a) All existing Directors of the company shall be deemed to have resigned and vacated their office. The Board of Directors of the company shall be restored and reconstituted by the Resolution Applicant. The reconstituted board shall be entitled to exercise all powers of the Board of Directors of the company under the applicable laws.

¶281

b) All existing employees of the company shall be deemed to hate resigned and new employees shall be appointed by the Resolution Applicant.

¶282

c) All relevant forms and all necessary actions in relation to the resignation or existing directors and appointment of new directors and key managerial persons shall be upon completion of the action contemplated in the Resolution Plan, the Resolution Applicant together with the persons assigned by the Resolution Applicant shall hold 100% share capital of the company effectuated.

¶283

d) The Auditors of the company shall be deemed to have vacated office and new person/firm nominated by the Resolution

¶284

Page 29 of 70

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IN THE NATIONAL COMPANY LAW TRIBUNAL KOCHI BENCH

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IA(IBC)/325/KOB/2023 in CP(IBC)/01/KOB/2021 & Connected Cases In re : M/s. Nucleus Premium Properties Private Limited.

¶287

Applicant shall be designated and appointed as the Auditor of the company.

¶288

e) All powers of attorneys and/or other corporate authorizations or mandates issued by the company to any persons to enable such person to carry out various functions of the company, shall stand revoked with immediate effect as on the Effective Date. The reconstituted Board of Directors of the company shall be entitled to authorise such person as it deemed fit to carry out such functions of the company, Sign and execute various documents and represent the company and to operate the bank accounts of the Company.

¶289

The Resolution Professional further submitted that the contents of the Resolution Plan submitted by the Resolution Applicants were found to comply with the provisions of the Code and various regulations thereunder

¶290

Brief facts of the Connected Cases:

¶291

IA(IBC)/381/KOB/2023

¶292

The applicants are the allottees of the Nucleus Raymond Villa Project of the Corporate Debtor. There are 14 villas on this project, seven villas are nearing completion, land of five among them is registered in the name of allottees. The applicants are the allottees and registered holders of land in their name. The main contention of the applicants is that to canvass the voting share of the majority

¶293

Page 30 of 70

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IN THE NATIONAL COMPANY LAW TRIBUNAL KOCHI BENCH

¶295

IA(IBC)/325/KOB/2023 in CP(IBC)/01/KOB/2021 & Connected Cases In re : M/s. Nucleus Premium Properties Private Limited.

¶296

stakeholders, the resolution applicant came up with the present new plan allowing a 27.84 percent discount to allottees of the Apartment and 12.47 percent discount to the allottees of villas on the receivables, reduction of this account resulted in unfair and unequal distribution of assets of the Corporate Debtor to a class of purchasers who have same footing with others is against the statutory rights of dissatisfied purchasers granted under the Transfer of Property Act, 1882.

¶297

Also stated that the Resolution Professional failed to take care of the properties of the CD and the obligation of the CD viz-a-viz the Resolution Professional as a trustee of its properties agreed to be sold in the capacity as a seller of immovable properties which are imposed upon them u/s 55(1)(e) of the Transfer of Property Act, 1882 r/w section 15 of the Trust Act and the same got discharged without due process of law. And stated that the overall scheme of the resolution plan violates the statutory rights of the Purchasers guaranteed under the Code, Indian Contract Act, 1872, Trust Act and Transfer of Property Act, 1882.

¶298

Respondent no 2 filed counter stating that the Applicants herein voted for the Resolution Plan and stated that a it is clear from the Resolution Plan that a uniform 5 percent escalation has been applied to the agreed construction cost and the cost of completion shall be divided only amongst the 38 apartment allotees on a pro-rata basis i.e., Rs1,245/- per square foot and further stated that receivables due

¶299

Page 31 of 70

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IN THE NATIONAL COMPANY LAW TRIBUNAL KOCHI BENCH

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IA(IBC)/325/KOB/2023 in CP(IBC)/01/KOB/2021 & Connected Cases In re : M/s. Nucleus Premium Properties Private Limited.

¶302

from the apartment allottees have been deducted from the total construction cost and only the balance amount has been distributed on a pro-rata basis to prevent any undue advantage to any allotees. Cost of competition of common amenities has been spilt between Apartment and Villas allottees using objective metric. The receivables to be paid by the allottees as per the Resolution Plan are in line with the findings of the Special Receivables Audit and no discount on the same has been offered on the same to any of the allottees.

¶303

IA(IBC)/324/KOB/2023

¶304

The applicants are the allottees/homebuyers of Nucleus Heyday Villa Project which was constructed by the Corporate Debtor. The grievance of the applicants is that construction of their villas/houses are almost complete and is registered in their name, they are required to pay additional amounts for balance construction work and if they fail to comply, the Resolution Applicant will automatically have the right to seize and sell their properties. The Clause 5.5.2.5.1 in the resolution plan allowing the resolution applicant to automatically cancel registration is absolutely illegal and untenable and that becomes a direct violation right to property under Article 300A of the Constitution of India, hence the Resolution Plan is in contravention of Section 30(2)(e) of the Code.

¶305

Respondent no 1 filed counter stating that the application is bad for the non-joinder of proper and necessary parties. Further

¶306

Page 32 of 70

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IN THE NATIONAL COMPANY LAW TRIBUNAL KOCHI BENCH

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IA(IBC)/325/KOB/2023 in CP(IBC)/01/KOB/2021 & Connected Cases In re : M/s. Nucleus Premium Properties Private Limited.

¶309

stated that the contention raised by the applicants is a gross misrepresentation of the Resolution Plan and stated that the sale would be contingent on the repeated non-payment of the amounts due by the applicants and there is no ‘’automatic” cancellation of their allotments, all steps proposed to be taken will be as per the applicable laws.

¶310

Respondent no 2 in his counter stated that the applicant does not have locus standi to challenge the Resolution Plan. The statutory right to challenge the Resolution Plan arises u/s 61(3) of the Code, only when the adjudicating authority approves the Resolution Plan. Even if the Applicants are aggrieved by the approval of the Resolution Plan, remedy lies before the Hon’ble NCLAT.

¶311

IA(IBC)/349/KOB/2023 and IA(IBC)/348/KOB/2023:

¶312

As both the Interlocutory Applications (herein after referred as IA) are having similar facts, pleadings are considered together. The Applicants in both the IA are homebuyers/allottees of Nucleus Riva Apartments which was being constructed by the Corporate Debtor. The Applicants in IA(IBC)/349/KOB/2023 had jointly entered into an agreement for sale and construction with the Corporate Debtor for the purchase of Apartment No. ‘2C’ and the Applicants in IA(IBC)/348/KOB/2023 had jointly entered into an agreement for sale and construction with the Corporate Debtor for the purchase of Apartment No. ‘1C’ and stated that the applicants in both the IA’s had duly filed their claim in liquidation much before the 2^nd respondent

¶313

Page 33 of 70

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IN THE NATIONAL COMPANY LAW TRIBUNAL KOCHI BENCH

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IA(IBC)/325/KOB/2023 in CP(IBC)/01/KOB/2021 & Connected Cases In re : M/s. Nucleus Premium Properties Private Limited.

¶316

had filed their resolution plan on 20.07.2023 circulated to the CoC on 22.07.2023. Hence, the 2^nd Respondent had erred in not considering the claim filed by them. Also, the Resolution Applicant proposes the following resolution of their claims against the under-construction Apartments: -

¶317

f. The Resolution plan provides for special treatment for allottees who have not submitted their claim as part of the CIRP process. The allottees of apartments 1C, 2C and 73 have not submitted their claim as on the date of RFRP (Request for Resolution Plan) and hence the allotment by the Corporate Debtor for the aforementioned apartments stands cancelled and these 3 units shall be part of the saleable inventory of the Resolution Applicant. The resolution applicant proposes to refund 50% of the amount the allottees have paid the Corporate Debtor as part of the allotment of apartment to them. The proposed 50% of the amount paid will be refunded only after the subsequent sale of such apartments by the resolution applicant.

¶318

g. To claim the 50% amount paid by them to the Corporate Debtor the Allottee shall submit to the Chairman of the Project Monitoring Committee of the Nucleus Riva Apartment Project the Proof of their Allotment and Proof of Bank Payments done by them to the Bank Account of the Corporate Debtor along with other proof of payment if any. The decision of the Project Monitoring Committee shall be final on the submitted proofs .

¶319

Page 34 of 70

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IN THE NATIONAL COMPANY LAW TRIBUNAL KOCHI BENCH

¶321

IA(IBC)/325/KOB/2023 in CP(IBC)/01/KOB/2021 & Connected Cases In re : M/s. Nucleus Premium Properties Private Limited.

¶322

The Applicant in both the applications further submitted that there is a deemed admission of the claim of the Applicants for the fact that the 2nd Respondent proposes to pay 50% of the amount paid by the Applicants and stated that the Applicants herein cannot offer a different treatment to allottees who have not submitted their claim from allottees who have filed their claim, this differential treatment for the Applicants herein have directly contravened Regulation 36 of the IBBI.

¶323

The construction of the Applicants apartments is almost complete, they are required to pay additional amounts under the guise of payments for balance construction work and if they fail to comply, the Resolution Applicant will automatically have the right to seize their properties and sell it to any other person. Apart from this, the Resolution Plan is also unlawful due to failure to address payments of statutory dues including dues of the GST department, among others. In this regard, the applicant submits that the present Resolution Plan contravenes the provisions of law for the time being in force and is therefore in direct contravention of S. 30(2) of the I&B Code and challenges the overall viability of the Resolution Plan.

¶324

In IA(IBC)/349/KOB/2023 Respondent No.1 in his reply stated that verifying affidavit filed in support of the Application has been signed by one Mr Benilal Balakrishnan s/o Balakrishnan Nanu, i.e. neither of the Applicants. Furthermore. the only Power of Attorney filed with this is dated 06.10.2017 and does not authorise Mr Benilal

¶325

Page 35 of 70

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IN THE NATIONAL COMPANY LAW TRIBUNAL KOCHI BENCH

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IA(IBC)/325/KOB/2023 in CP(IBC)/01/KOB/2021 & Connected Cases In re : M/s. Nucleus Premium Properties Private Limited.

¶328

Balakrishnan to file the instant Application or, for that matter, represent the principals therein in any judicial proceedings hence the Application for non-joinder of proper and necessary parties.

¶329

And stated that the Applicants submitted their claim in Form D with the respondent in his capacity as the Liquidator, thereafter the Respondent No.1 has not received any claims from the Applicants herein. The only communication received in connection with the Applicants was vide email dated 21.08.2023, which was sent by the Counsel for the Applicants and not by the Applicants themselves almost a month after the approval of CoC and 650 days after the CIRP order and no explanation is provided by the Applicants herein for their failure to file their claims during the Resolution process.

¶330

Respondent No.1 further stated that Resolution Plan provides for a partial refund to such allottees despite the fact that they have not submitted any claim and no special treatment for such individuals. Also, the Resolution Professional has the power under the code to receive accept and/or reject claims filed by potential creditors. There is no statutory provision allowing for the "deemed admission" of any claims.

¶331

In IA(IBC)/348/KOB/2023 Respondent No.1 in his counter stated that in the records of the Corporate the current allottees of Apartment No, ‘1C’ stands allotted to Mr. Rajesh Raman Thottupura and Mrs Rajani Raman. The names of the Applicants herein Mrs

¶332

Page 36 of 70

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IN THE NATIONAL COMPANY LAW TRIBUNAL KOCHI BENCH

¶334

IA(IBC)/325/KOB/2023 in CP(IBC)/01/KOB/2021 & Connected Cases In re : M/s. Nucleus Premium Properties Private Limited.

¶335

Rajani SunilKumar and Mr Sunil Kumar cannot be found in the records of Corporate Debtor.

¶336

Respondent No. 1 further stated that no claim has been filed by the Applicants in IA(IBC)/348/KOB/2023, be it for resolution or liquidation. The only communication received in connection with the Applicants was vide email dated 21.08.2023, which was sent by the Counsel for the Applicants and not by the Applicants themselves almost a month after the approval of CoC and 650 days after the CIRP order.

¶337

Respondent No. 2 filed counter in both the IA’s stating that the intention of the applicants is to put the Corporate Debtor into Liquidation, the Applicant has not stated any reason for not filing the claim during CIRP, also stated that the Applicants are not having locus standi to seek a relief to reject a plan which is approved by the CoC and raise a contention of non-compliance u/s 30(2) when they are not a claimant in the CIRP and to challenge a Resolution Plan which is yet to be approved by the Adjudicating Authority.

¶338

IA(IBC)/351/KOB/2023 & IA(IBC)/363/KOB/2023 & IA(IBC)/485/KOB/2023

¶339

As the contentions and grievances in these three IA’s are almost same, pleadings are considered together. The Applicants in IA(IBC)/351/KOB/2023 and IA(IBC)/363/KOB/2023 are homebuyers of Aura Villa Project of the Corporate Debtor. The

¶340

Page 37 of 70

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IN THE NATIONAL COMPANY LAW TRIBUNAL KOCHI BENCH

¶342

IA(IBC)/325/KOB/2023 in CP(IBC)/01/KOB/2021 & Connected Cases In re : M/s. Nucleus Premium Properties Private Limited.

¶343

Applicant in IA(IBC)/485/KOB/2023 is one of the homebuyers of Riva Villa Project.

¶344

As per the agreement for sale and construction agreements, the date of completion of the construction was in 2016. But the Corporate Debtor failed to complete the construction of the project within the prescribed time period even after collecting 95% of the payment from them. In light of the completion of the construction by Applicants themselves, even before the initiation of CIRP, the obligation of the Applicants with respect to the balance 5% payment is discharged. There is no payment obligation that can be legitimately claimed from the Applicants herein.

¶345

The Applicants stated that the Resolution Professional failed to disclose actual state of the project in the Information memorandum as the construction of the Aura villa project of the applicants were mostly complete prior to the commencement of the CIRP Resolution Professional was fully aware of the actual status of the project. However, the Resolution Professional failed to capture the same in the Information Memorandum due to the mala fide or negligent act of the Resolution Professional. Apart from that the Resolution Plan approved by the CoC, intends to take away the ownership of the applicants to their villas, if they have not made the payment of first trance. The Code does not grant any authority to the Resolution Professional or to the successful Resolution Applicant to take away the ownership of the applicant.

¶346

Page 38 of 70

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IN THE NATIONAL COMPANY LAW TRIBUNAL KOCHI BENCH

¶348

IA(IBC)/325/KOB/2023 in CP(IBC)/01/KOB/2021 & Connected Cases In re : M/s. Nucleus Premium Properties Private Limited.

¶349

40. T o those Allottees who do not wish to join the Resolution Process, the Resolution Applicant proposes to refund 50% of the Amount the Allottee had paid to the Corporate Debtor as part of the Allotment of the Villa to them. The proposed 50% of the amount paid will be refunded only after cancellation of allotment and registration and the subsequent sale of such Villa by the Resolution Applicant. To claim the 50% amount paid by them, the Allottee shall submit Proof of their Allotment and Proof of Bank Payments done by them to the Bank Account of the Corporate Debtor, along with other proof of payment if any to the Chairman of the Project 32 Monitoring Committee and the decision shall be final on the submitted proofs. And in the case of allottees whose Villa land is registered fails to pay the receivable amount to the Corporate Debtor, steps will be taken for cancellation of the allotment and if required cancellation of the registration itself as per law will be initiated. After cancellation, the Resolution Applicant proposes to refund 50% of the Amount the Allottee had paid to the Corporate Debtor which will be refunded only after the subsequent sale of such Villa by the Resolution Applicant.

¶350

41. A nd further stated that the Applicants are the absolute owners of their respective villas and the construction of the villas was almost complete before the initiation of the CIRP thus the applicants have the legitimate legal right to their property. Therefore, the Resolution Plan which calls for the cancellation of Allotment, upon the non-

¶351

Page 39 of 70

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IN THE NATIONAL COMPANY LAW TRIBUNAL KOCHI BENCH

¶353

IA(IBC)/325/KOB/2023 in CP(IBC)/01/KOB/2021 & Connected Cases In re : M/s. Nucleus Premium Properties Private Limited.

¶354

compliance of terms set by the Plan is in contravention of Article 300 A of the Constitution of India.

¶355

The Applicants further contented that the Committee of Creditors has not deliberated upon the feasibility and viability of the Resolution Plan as the Regulation 39(3)(b) Insolvency and Bankruptcy board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 the CoC is supposed to record its deliberations on the feasibility and viability of each resolution plan.

¶356

43. M oreover, the Resolution Applicant has not even mentioned its GSTIN in its Resolution Plan. Also, the address mentioned in the Resolution Plan is not the existing office address of the Resolution Applicant. The Resolution Applicant doesn’t even have a website hence the Resolution Applicant has not placed on record anything to prove its capacity to revive multiple projects of the Corporate Debtor at the same time.

¶357

Respondents No. 1 and 3 filed replies stating that the IA’s are defective as IA(IBC)/351/KOB/2023 has been filed by 12 Applicants but the affidavit accompanying the application is signed only by the Applicant No. 1, Dr Jose Paul. There is no accompanying Power of Attorney or Authorisation Letters in favour of Applicant No.1 thus the Application becomes defective, similarly in IA(IBC)/363/KOB/2023 also, the Application is filed by 10 Applicants and the affidavit is signed by the Applicant No.1, Mr Ajil V

¶358

Page 40 of 70

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IN THE NATIONAL COMPANY LAW TRIBUNAL KOCHI BENCH

¶360

IA(IBC)/325/KOB/2023 in CP(IBC)/01/KOB/2021 & Connected Cases In re : M/s. Nucleus Premium Properties Private Limited.

¶361

A and no authorization on behalf of other Applicants hence application becomes defective.

¶362

And stated that at the time of initiation of CIRP, Resolution Professional conducted an inspection of the Projects and issued necessary directions to the Villa allottees. Subsequently a stop memo was issued to the Applicants herein which was challenged by the Applicants No 1 to 7 in IA(IBC)/351/KOB/2023 vide IA(IBC)/131/KOB/2023 and IA(IBC)/132/KOB/2023 which was dismissed by this Tribunal. The admission that the villas under this project was completed by them is an admission of contempt on their part and stated that the costs due from the Applicants pertain to both the construction rights vested with the Corporate Debtor, the corresponding receivables, and, further, the receivables due from them for the common areas of the project.

¶363

The Applicants failed to show what information pertaining to the actual state of the project was not disclosed in the Information Memorandum also stated that the Applicants wish to avoid having to pay the receivables that are owed by them.

¶364

Also stated that the Resolution Plan approved by the CoC does not automatically take away ownership of the applicants without due process of law, any cancellation of allotment and registration will be initiated as per law thus it cannot be said to be against Article 300A of the Constitution of India and relevant provisions of the Code, Rules and Regulations. And stated that the Applicants are not the absolute

¶365

Page 41 of 70

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IN THE NATIONAL COMPANY LAW TRIBUNAL KOCHI BENCH

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IA(IBC)/325/KOB/2023 in CP(IBC)/01/KOB/2021 & Connected Cases In re : M/s. Nucleus Premium Properties Private Limited.

¶368

owners of their respective villas. The ownership of their respective villas is very much contingent on their payments of the receivables and common construction cost, hence cannot be said absolute.

¶369

And further stated that the deliberations of the CoC on the feasibility and viability can be found by perusing paragraphs 3. D, E, F, G and H of the application. Even though there is lack of reference to the specific words, there is no requirement that there be an explicit reference to the word’s ‘feasibility’ and ‘viability’. And stated that the averment with respect to the address mentioned by the Resolution Applicant not being its existing office address is unsubstantiated by any document placed on record by the Applicants, also stated that the lack of a website on the part of the Resolution Applicant is not a material factor under the Code, Rules and Regulations.

¶370

IA(IBC)/360/KOB/2023

¶371

The applicant engaged M/s Insight Media City India Private Limited for "LOGO BRANDING" on the 24 News channel, broadcasting advertisements from January 2019 to May 2019 and subsequently from July 2019 to January 2020. The agreed fees were Rs 45,00,000 plus tax and Rs 48,00,000 plus tax, respectively. Although the applicant fulfilled the contract conditions, an outstanding balance of Rs 61,72,000/- remains after a partial payment of Rs 31,28,000/-.

¶372

Following this, the respondent became the appointed liquidator. The applicant filed their claim in Form C of Rs.

¶373

Page 42 of 70

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IA(IBC)/325/KOB/2023 in CP(IBC)/01/KOB/2021 & Connected Cases In re : M/s. Nucleus Premium Properties Private Limited.

¶376

75,87,694/- (Principal- Rs.61,72,000 + Rs. 14,15,694) on 04.07.2023, consisting of the principal amount and additional charges. The respondent, via email on 04.07.2023 and 19.07.2023, contended that the claim, filed 106 days from the liquidation commencement date, is inadmissible.

¶377

The applicant asserts its rightful entitlement as a creditor and emphasizes the necessity for the claimed amount to be reflected in the Corporate Debtor's accounts, attributing the claim's delay to unintentional reasons.

¶378

The respondent filed the reply stating that the supporting affidavit is defective on grounds of material suppression of facts and misrepresentation of dates. Also, in the absence of any contractual or statutory obligation, the Respondent is not bound to make any payment.

¶379

The respondent further stated that this application was filed on or after 19^th July 2023 on knowledge of the proceedings of liquidation being stayed by the Hon’ble NCLAT on 13^th July 2023 and the Applicant has not cited any reason sufficient or otherwise for the delay in filing the claim on 106^th day from the date of liquidation commencement date.

¶380

Also stated that the CD is currently in CIRP and the relief sought is directing the Respondent to accept a liquidation claim in Form C is infructuous.

¶381

Page 43 of 70

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¶383

IA(IBC)/325/KOB/2023 in CP(IBC)/01/KOB/2021 & Connected Cases In re : M/s. Nucleus Premium Properties Private Limited.

¶384

We have heard the submissions made by the counsel for all the parties and perused the materials available on record. During the course of hearing, this Tribunal directed the CoC to consider the aspects 1. The CoC is directed to reconsider the question of feasibility and viability of Plan 2. The CoC will relook into the matter concerning the compliance of the resolution plan with Section 30(2) of the Code, particularly with regard to the annulment of the registration of the land deeds of the homebuyers. 3. The CoC shall reconsider the question as to whether the Resolution Applicant is capable of implementing the Plan to the extent of his net worth, and to file a report on the same. In compliance of the above direction the Resolution Professional filed the following report on 11/01/2024 vide IA(IBC)/19/KOB/2024.

¶385

Page 44 of 70

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¶387

IA(IBC)/325/KOB/2023 in CP(IBC)/01/KOB/2021 & Connected Cases In re : M/s. Nucleus Premium Properties Private Limited.

¶388

Page 45 of 70

¶389

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IA(IBC)/325/KOB/2023 in CP(IBC)/01/KOB/2021 & Connected Cases In re : M/s. Nucleus Premium Properties Private Limited.

¶391

Page 46 of 70

¶392

IN THE NATIONAL COMPANY LAW TRIBUNAL KOCHI BENCH

¶393

IA(IBC)/325/KOB/2023 in CP(IBC)/01/KOB/2021 & Connected Cases In re : M/s. Nucleus Premium Properties Private Limited.

¶394

Page 47 of 70

¶395

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¶396

IA(IBC)/325/KOB/2023 in CP(IBC)/01/KOB/2021 & Connected Cases In re : M/s. Nucleus Premium Properties Private Limited.

¶397

Page 48 of 70

¶398

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¶399

IA(IBC)/325/KOB/2023 in CP(IBC)/01/KOB/2021 & Connected Cases In re : M/s. Nucleus Premium Properties Private Limited.

¶400

Page 49 of 70

¶401

IN THE NATIONAL COMPANY LAW TRIBUNAL KOCHI BENCH

¶402

IA(IBC)/325/KOB/2023 in CP(IBC)/01/KOB/2021 & Connected Cases In re : M/s. Nucleus Premium Properties Private Limited.

¶403

Page 50 of 70

¶404

IN THE NATIONAL COMPANY LAW TRIBUNAL KOCHI BENCH

¶405

IA(IBC)/325/KOB/2023 in CP(IBC)/01/KOB/2021 & Connected Cases In re : M/s. Nucleus Premium Properties Private Limited.

¶406

Page 51 of 70

¶407

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IA(IBC)/325/KOB/2023 in CP(IBC)/01/KOB/2021 & Connected Cases In re : M/s. Nucleus Premium Properties Private Limited.

¶409

Page 52 of 70

¶410

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¶411

IA(IBC)/325/KOB/2023 in CP(IBC)/01/KOB/2021 & Connected Cases In re : M/s. Nucleus Premium Properties Private Limited.

¶412

Page 53 of 70

¶413

IN THE NATIONAL COMPANY LAW TRIBUNAL KOCHI BENCH

¶414

IA(IBC)/325/KOB/2023 in CP(IBC)/01/KOB/2021 & Connected Cases In re : M/s. Nucleus Premium Properties Private Limited.

¶415

Page 54 of 70

¶416

IN THE NATIONAL COMPANY LAW TRIBUNAL KOCHI BENCH

¶417

IA(IBC)/325/KOB/2023 in CP(IBC)/01/KOB/2021 & Connected Cases In re : M/s. Nucleus Premium Properties Private Limited.

¶418

The Hon’ble Supreme Court in K. Sashidhar v. Indian Overseas Bank & Others in Civil Appeal No. 10673/2018 held that the discretion of the adjudicating authority (NCLT) is circumscribed by Section 31 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 adjudicating authority can reject the resolution plan is in reference to matters specified in Section 30(2), when the resolution plan does not conform to the stated requirements.

¶419

In the case of Committee of Creditors of Essar Steel India Limited vs. Satish Kumar Gupta , in Civil Appeal Nos. 8766-8767 of 2019 it was held that.

¶420

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¶422

IA(IBC)/325/KOB/2023 in CP(IBC)/01/KOB/2021 & Connected Cases In re : M/s. Nucleus Premium Properties Private Limited.

¶423

46. This being the case, judicial review of the Adjudicating Authority that the resolution plan as approved by the Committee of Creditors has met the requirements referred to in Section 30(2) would include judicial review that is mentioned in Section 30(2)(e), as the provisions of the Code are also provisions of law for the time being in force. Thus, while the Adjudicating Authority cannot interfere on merits with the commercial decision taken by the Committee of Creditors, the limited judicial review available is to see that the Committee of Creditors has taken into account the fact that the corporate debtor needs to keep going as a going concern during the insolvency resolution process; that it needs to maximise the value of its assets; and that the interests of all stakeholders including operational creditors has been taken care of. If the Adjudicating Authority finds, on a given set of facts, that the aforesaid parameters have not been kept in view, it may send a resolution plan back to the Committee of Creditors to re-submit such plan after satisfying the aforesaid parameters. The reasons given by the Committee of Creditors while approving a resolution plan may thus be looked at by the Adjudicating Authority only from this point of view, and once it is satisfied that the Committee of Creditors has paid attention to these key features, it must then pass the resolution plan, other things being equal.

¶424

It is emphasized that upon approval of a resolution plan by the CoC the Adjudicating Authority's obligation under Section 31 of the Code is to confirm that the plan fulfils the requirements outlined in subsections (2) and (4) of Section 30. Additionally, the Adjudicating Authority is barred from interfering with the commercial wisdom of

¶425

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IA(IBC)/325/KOB/2023 in CP(IBC)/01/KOB/2021 & Connected Cases In re : M/s. Nucleus Premium Properties Private Limited.

¶428

the CoC. The Hon’ble Apex Court has consistently upheld that the CoC's commercial wisdom should be given paramount importance, without any judicial interference, to ensure the timely completion of the prescribed processes under the IBC.

¶429

Hence, when evaluated with the aforementioned facts and legal precedents, we believe that the CoC has duly considered the feasibility and viability of the Plan, and other compliance under Section 30(2) of the Code. Consequently, the Resolution Plan meets the stipulated requirements of the Code and relevant regulations. Moreover, the Resolution Plan is in conformity with the law and does not violate any provisions of Section 29A of the Code.

¶430

We are further relying on Ghanshyam Mishra and Sons Private Limited v/s Edelweiss Asset Reconstruction Company Limited, where the Hon’ble Supreme Court held that on the date of approval of the Resolution Plan by the Adjudicating Authority, all such claims which are not a part of Resolution Plan, shall stand extinguished and no person will be entitled to initiate or continue any proceedings in respect to a claim which is not a part of the Resolution Plan.

¶431

Additionally, the Hon’ble NCLAT Principal Bench, in Sunil Chauhan v Rabindra Kumar Mintri, upheld the order of NCLT Delhi, in rejecting the claim with an 800-day delay by the Resolution Professional.

¶432

Page 57 of 70

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¶434

IA(IBC)/325/KOB/2023 in CP(IBC)/01/KOB/2021 & Connected Cases In re : M/s. Nucleus Premium Properties Private Limited.

¶435

Moreover, we are particularly emphasizing on judicial precedents where the Apex Court had already taken a view that no claims can be entertained after the approval of the resolution plan by the CoC. The postponement of claim filings and the adjudicating process for granting condonation of delays significantly impede the Code's ability to achieve its objectives of ensuring a timely process. Hence this Tribunal is not entertaining any claims put forward by the respective Applicants herein for rejection of the Resolution Plan at this stage and also all the claims filed beyond the stipulated time period and deemed claims we do not find any justifiable reasons to be admitted.

¶436

In Jaypee Kensington Boulevard Apartments Welfare Association & Ors v NBCC (India) Ltd & Ors, where Supreme Court held that:

¶437

164.4. Having regard to the scheme of IBC and the law declared by this Court, it is more than clear that once a decision is taken, either to reject or to approve a particular plan, by a vote of more than 50% of the voting share of the financial creditors within a class, the minority of those who vote, as also all others within that class, are bound by that decision. There is absolutely no scope for any particular person standing within that class to suggest any dissention as regards the vote over the resolution plan. It is obvious that if this finality and binding force is not provided to the vote cast by the authorised representative over the resolution plan in accordance with the majority decision of the class he is authorised to represent, a plan of resolution involving large number

¶438

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IA(IBC)/325/KOB/2023 in CP(IBC)/01/KOB/2021 & Connected Cases In re : M/s. Nucleus Premium Properties Private Limited.

¶441

of parties (like an excessively large number of homebuyers herein) may never fructify and the only result would be liquidation, which is not the prime target of the Code. In the larger benefit and for common good, the democratic principles of the determinative role of the opinion of majority have been duly incorporated in the scheme of the Code, particularly in the provisions relating to voting on the resolution plan and binding nature of the vote of authorised representative on the entire class of the financial creditor/s he represents.

¶442

Based on the series of judgments from the Hon’ble Apex Court clarifying the scope of the Approval of Resolution Plan, it's evident that the Adjudicating Authority's judicial review is limited under the provisions of the Code and this Adjudicating Authority cannot venture into the commercial aspects of the decision taken by the CoC.

¶443

This Tribunal notes that the Resolution Plan submitted the Resolution Applicant in accordance with Sections 30 and 31 of the Code and also complies with Regulations 38 and 39 of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016. No circumstances exist that militate against grant of approval for the Resolution Plan. Thus, the Application filed by the Resolution Professional is hereby approved .

¶444

The Resolution Applicant prays for the following reliefs and concessions to be granted to the Corporate Debtor and/or the Resolution Applicant, the orders thereon are indicated against each.

¶445

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IA(IBC)/325/KOB/2023 in CP(IBC)/01/KOB/2021 & Connected Cases In re : M/s. Nucleus Premium Properties Private Limited.

¶448

Sl. no	Relief/Concessions/Waiver sought	Orders thereon
1.	All debts and dues, liability or obligations which are included in the Resolution plan shall be deemed to have been irrevocably waived, and permanently extinguished and written off in Full, with effect from the effective date.	Granted
2.	On the effective date, any claims by any person whether submitted to Resolution Professional or not. admitted by Resolution Professional or not, due or contingent, asserted or un-asserted, crystallised or uncrystallised, known or unknown, secured or unsecured. disputed or undisputed or pending adjudication in any forum, present or future against the Corporate Debtor accrued as on the insolvency commencement date against the Corporate Debtor, whether arising under the subsisting lease/sub-lease, consents, licenses, approvals, rights, entitlements, benefits and privileges whether under law, contract, lease or license, granted in favour of the Corporate Debtor or any contractual arrangements entered into by the Corporate Debtor, shall notwithstanding any provision to the contrary in their terms, stand extinguished without any recourse	Granted

¶449

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IA(IBC)/325/KOB/2023 in CP(IBC)/01/KOB/2021 & Connected Cases In re : M/s. Nucleus Premium Properties Private Limited.

¶452

3.	With respect to all the dues including taxes/ cess/ interest 1’ penalty and other liabilities outstanding towards GST, VAT. Service Tax. Sales Tax. Income Tax. RoC or any other statutory authority its presumed that the respective Statutory Authorities have submitted their claim to the Resolution Professional as part of the CIRP process and all such existing liabilities shall be dealt with as provided in this Resolution Plan. No new such liability shall arise on the Resolution Applicant for the period prior to tire Effective Date.	Granted
4.	To seek the benefit of all Exemptions under Income Tax. GST. VAT, Service Tax etc from the appropriate authorities as available to Companies that have undergone Corporate Insolvency Resolution Process and a Resolution Plan has been approved by the Hon’ble NCLT.	Granted subject to the provisions of law
5.	Any legal action of any kind or nature pending the occurrence of the Effective Date, no creditor or stakeholder shall be entitled to institute or continue any suits or proceedings including execution of any judgment, decree or order in any court of law, tribunal, arbitration panel or authority against the Corporate Debtor or take any action to foreclose, recover or enforce any security interest created by the Corporate Debtor with respect to the Claims in respect of its property or otherwise including but not limited to the Litigation cases as mentioned in the	Granted

¶453

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IA(IBC)/325/KOB/2023 in CP(IBC)/01/KOB/2021 & Connected Cases In re : M/s. Nucleus Premium Properties Private Limited.

¶456

	Information Memorandum.
6.	The Allottees shall withdraw all existing claims filed in any court of law and all orders/decrees passed by any court of law shall stand nullified and all Allottees shall be dealt with in accordance with this Resolution Plan.	Granted
7.	The Corporate Debtor should not be subject to any claims of subrogation or have any of' its assets attached or frozen or garnished or any of them being subject to restraint or restriction of any manner, in each case including whether provisionally or otherwise.	Granted
8.	The Allottees to accept the new time period for completion of the construction of the projects of the Corporate Debtor. as contemplated under the Resolution Plan.	Granted
9.	To absolve the Resolution Applicant from any liability arising due to the outcome of any legal proceeding on any legal cases pending against the Corporate Debtor as on the Effective Date.	Granted
10.	Extinguish all liabilities in relation of corporate guarantees, indemnities etc provided by the Corporate Debtor as on the Effective Date.	Granted

¶457

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IA(IBC)/325/KOB/2023 in CP(IBC)/01/KOB/2021 & Connected Cases In re : M/s. Nucleus Premium Properties Private Limited.

¶460

11.	The Resolution Applicant shall neither be liable to honor unevolved bank guarantee/letters of credit, nor shall it be obliged to renew the bank guarantee/letters of credit or provide any assistance to the respective creditors to contest or defend any claims that are raised by the beneficiary. The satisfaction or payment by the respective creditors upon receipt of any claims in connection with the unevolved bank guarantees/letters of credit shall not be construed as a default on part of the Corporate Debtor and any modifications required in the bank guarantee/letter of credit documents to reflect such arrangement shall be made by the respective creditors.	Granted
12.	The Resolution Applicant and Corporate Debtor shall not be liable for any payments against any contingent liability whether mentioned in the Information Memorandum or not included in the Information Memorandum but not limited to liabilities on account of bank guarantees given to customers or any other entity, other than as proposed in this Resolution Plan	Granted
13.	Any claims made under any guarantees issued by the Corporate Debtor on behalf of any third party shall also stand extinguished as a part of this Resolution Plan and the beneficiaries of such guarantees shall be expected to recover the monies with respect to un-invoked	Granted

¶461

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IA(IBC)/325/KOB/2023 in CP(IBC)/01/KOB/2021 & Connected Cases In re : M/s. Nucleus Premium Properties Private Limited.

¶464

	guarantees from the principal borrower and for any shortfall, they shall not have any recourse against the Corporate Debtor and for the Resolution Applicant.
14.	All claims and rights against the Corporate Debtor by any Related Party to the Corporate Debtor, which are not expressly provided for in this Resolution Plan, shall stand irrevocably and unconditionally extinguished.	Granted
15.	All claims and rights of the erstwhile Shareholders or Directors against the Corporate Debtor shall stand irrevocably and unconditionally extinguished.	Granted
16.	All existing encumbrances. charges. security interest etc. with respect to the Claims in respect of the assets of the Company and or otherwise shall stand cancelled and discharged.	Granted subject to the provisions of law
17.	Revocation of all power of attorneys provided by the Corporate Debtor to any person as on the effective date.	Granted
18.	All outstanding negotiable instruments issued by the Corporate Debtor including demand promissory notes. post-dated cheques, bills of exchange, letters of credit etc. shall stand terminated and the Liability of the Corporate Debtor under such instruments shall stand extinguished other than those issued by Resolution Professional during the CIRP process and disclosed to Resolution Applicant.	Granted

¶465

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IA(IBC)/325/KOB/2023 in CP(IBC)/01/KOB/2021 & Connected Cases In re : M/s. Nucleus Premium Properties Private Limited.

¶468

19.	The Corporate Debtor, Resolution Applicant, and their Board of Directors (appointed after Effective Date) shall not be liable for any action taken pursuant to bouncing of cheques issued by the earlier management/promoter of the Corporate Debtor and accordingly all such payments shall be deemed to be settled in terms of this Resolution Plan by virtue of settlement of dues of the Operational Creditors or creditors in class as the case maybe.	Granted
20.	All actions with regard to the assets/claims/rights etc as mentioned in the Balance Sheet of the Corporate Debtor. as well as off balance sheet items. as on the Effective Date shall be the assets/claims/rights of the Resolution Applicant and shall be dealt with at its sole discretion.	Granted as per the terms of the plan
21.	Subject to applicable regulations and bye laws, the Resolution Applicant shall be allowed to undertake redesigning of the project sites, based on its own viability assessments.	Granted
22.	Subject to applicable regulations and bye laws, any additional FAR on any basis/Ground coverage relating to the project sites permitted under the master plan shall vest with the Corporate Debtor and no further payments shall be payable to authority for such additional FAR/ Ground coverage or height coverage.	Granted as per the applicable law of the concerned authority

¶469

Page 65 of 70

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¶471

IA(IBC)/325/KOB/2023 in CP(IBC)/01/KOB/2021 & Connected Cases In re : M/s. Nucleus Premium Properties Private Limited.

¶472

23.	Any event of default having occurred on part of the Corporate Debtor under any of the financing documents entered into by the Corporate Debtor on its own behalf or on behalf of subsidiaries (if any), joint ventures or associates to secure or guarantee any of their liabilities, prior to the Effective Date, shall be waived in entirety and all rights under the existing finance documents in relation thereto shall stand extinguished.	Granted
24.	No consequence of liability arising out of any criminal not done by the Corporate Debtor and/or its management shall fall upon the Resolution Applicant or any employees, directors, representatives of Resolution Applicant and the Corporate Debtor	Granted
25.	Neither shall the Resolution Applicant nor the Corporate Debtor nor their respective directors, officers, consultants, and employees to be appointed after the Approval Date be liable for any violations, liabilities, penalties or lines with respect to or pursuant to the Corporate Debtor not having in place the requisite licenses and approvals required to undertake its business as per Applicable Laws and the Resolution Applicant seeks a time period of l2 months from the Effective Date, to ensure renewal of such consents/licenses and approvals.	Granted

¶473

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IA(IBC)/325/KOB/2023 in CP(IBC)/01/KOB/2021 & Connected Cases In re : M/s. Nucleus Premium Properties Private Limited.

¶476

26.	Kerala Real Estate Regulatory Authority [K-RERA Authority) shall extend the registration of the projects in in respect of which the K-RERA registration has lapsed. Till the time the registration of the project is extended by K—RERA. construction work shall be allowed to continue, including advertisement etc. without any hindrance or obstruction.	Resolution applicant may approach to the K-RERA Authority and the K- RERA Authorities may render necessary cooperation
27.	Exemption from compliance of extinguishment of the shares of the current shareholders of M/s Nucleus Premium Properties Private Limited.	Granted
28.	Allow Fresh allotment of shares in the name of Resolution Applicant and persons nominated by the Resolution Applicant.	Granted
29.	ROC may be directed to approve the appointment of new Directors of the Company, who are proposed by the Resolution Applicant alter the Approval of this Resolution Plan by the Adjudicating Authority and the mandatory compliance for the change of Directors may be waived off.	Resolution applicant may approach to the ROC and the ROC may render necessary cooperation
30.	To permit amendment of the Constitutional documents of the Corporate Debtor.	Granted

¶477

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¶479

IA(IBC)/325/KOB/2023 in CP(IBC)/01/KOB/2021 & Connected Cases In re : M/s. Nucleus Premium Properties Private Limited.

¶480

31.	That all the liability of the Corporate Debtor for any offence committed prior to the commencement of the Corporate Insolvency Resolution process shall cease and the Corporate Debtor shall not be prosecuted for any such offence from the date the Resolution Plan has been approved by the Adjudicating Authority and No action shall be taken against any property of the Corporate Debtor in relation to any offence committed prior to the commencement of the Corporate Insolvency Resolution Process of the Corporate Debtor.	Granted

¶481

Therefore, subject to the observations made, this Resolution Plan shall form part of this Order.

¶482

The Resolution Plan attached with this order shall become effective from the date of this order and shall form part of this order. The Resolution Plan as approved is binding on the Corporate Debtor, Creditors and others involved so that the revival of the Corporate Debtor can come into force with immediate effect.

¶483

The Moratorium imposed under section 14 shall cease to have effect from the date of this order.

¶484

In case of non-compliance of this order or withdrawal of the Resolution Plan, the CoC shall forfeit the Performance Guarantee amount already paid by the Resolution Applicant.

¶485

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¶487

IA(IBC)/325/KOB/2023 in CP(IBC)/01/KOB/2021 & Connected Cases In re : M/s. Nucleus Premium Properties Private Limited.

¶488

The RP shall stand discharged from his duties with effect from the date of this Order. He shall, however, perform his duties in terms of the Resolution Plan as approved by this Adjudicating Authority.

¶489

The Resolution Applicant shall have access to all the Corporate Debtor’s records, documents, assets and premises with effect from the date of this Order, to finalize the further line of action required for starting the business operations of the Corporate Debtor.

¶490

The Resolution Applicant shall file a copy of this Order with the Registrar of Companies, Kochi, inter alia for updating the status of the Corporate Debtor.

¶491

The Application being IA (IBC)/325/KOB/2023 is allowed, and all the connected interlocutory applications bearing IA(IBC)/349/KOB/2023, IA(IBC)/348/KOB/2023, IA(IBC)/351/KOB/2023, IA(IBC)/363/KOB/2023, IA(IBC)/381/KOB/2023, IA(IBC)/324/KOB/2023, IA(IBC)/485/KOB/2023, IA(IBC)/360/KOB/2023 filed in Company Petition CP(IB)/01/KOB/2021 ere dismissed and disposed of accordingly.

¶492

The Registry is directed to send e-mail copies of the order forthwith to all the parties and their Learned Counsel for information and for taking necessary steps

¶493

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¶495

IA(IBC)/325/KOB/2023 in CP(IBC)/01/KOB/2021 & Connected Cases In re : M/s. Nucleus Premium Properties Private Limited.

¶496