Dharmesh Jain Vs Jayesh Sanghrajka & Ors. (NCLAT Delhi)
Conclusion: The law was well settled that the Resolution Plan which was approved by the CoC could not be allowed to be withdrawn and any clause which contemplate withdrawal of the plan was unenforceable unless section 30(2) of the IBC was breached.
Held: The Corporate Debtor- ‘Nirmal Lifestyle Realty Private Limited’ entered into MoU with Ralliwolf Limited in terms whereof Ralliwolf agreed to sell land admeasuring 20262 sq. mtrs. along with all the structures thereon to the corporate debtor for consideration of Rs.7 Crores on as is where is basis. The amount of Rs.7 Crore was paid by the corporate debtor to Ralli wolf. A registered Development Agreement was entered between the Ralliwolf Ltd. and the Corporate Debtor. The development agreement provided that in consideration of MOU and in further consideration of an amount of Rs.7 Crores paid by the developers to the owner, the owner gave license authorizes and permits the developers to enter upon all that piece and parcel of the land for the purpose of commencing and carrying out the work of development and construction, pending the transfer of the said property by the owner to the developers or their nominees. In pursuance of clause 6(ii) of the Development Agreement, a General Power of Attorney dated 06.08.2005 was executed in favour of Mr. Dharmesh Jain and his wife Mrs. Anju Jain by Ralliwolf Limited to enable the Corporate Debtor to undertake the development activities with respect to the property. Corporate Debtor had taken certain deposits and loans and on account of default committed by the corporate debtor proceedings under Section 7 against the corporate debtor commenced vide order of the Adjudicating Authority. Appellant who had been suspended Director and shareholder of the corporate debtor filed appeal seeking rejection of the waiver sought by the SRA in clause 7.33 of the Resolution Plan. Adjudicating Authority by the impugned order dated 07.03.2024 had rejected with cost of Rs.1 Lakh. Appellant submitted that it was only the person who had given the PoA was entitled to cancel the PoA. The power to cancel the registered document only lay with the Civil Court and the Adjudicating Authority could not exercise its jurisdiction to cancel a registered document. Respondents submitted that the PoA which was executed in favour of the Appellant and his wife were PoA as nominees of the corporate debtor only for the purpose of facilitating the corporate debtor in carrying out the development, making application for approvals and sanction of the plan. It was held that when PoA which was given for a particular purpose to the Appellant as nominee of the corporate debtor and Resolution Plan was approved by the CoC of the corporate debtor, the approval of the Resolution Plan was in commercial wisdom of the CoC and in event, the Resolution Plan declare the PoA which was given in favour of the Appellant as nominee of the corporate debtor as cancelled, the said clause of the Resolution Plan could not be allowed to be challenged by the Appellant nor Appellant was given any rights in the subject property so as to assert any right. The endeavor of appellant was nothing but creating obstacles in revival of the corporate debtor in which he was suspended director. Imposition of cost of 1 lakh A application was filed by the Appellant was nothing but a vexatious and dishonest attempt. In view of the submission advanced on the basis of clause 8.4 by the Appellant terming the Resolution Plan as un-implementable and conditional could not be Present was not a case where any violation of Section 30(2) had been even alleged by the Appellant. The Hon’ble Supreme Court had laid down time and again that the jurisdiction of the NCLT and NCLAT was limited jurisdiction to see as to whether the Resolution Plan wsd in compliance of Section 30(2). Judgment of the Hon’ble Supreme Court in “K. Sashidhar vs. Indian Overseas Bank & Ors.- (2019) 12 SCC 150” was referred. Appellant had not been able to point out any other ground on the basis of which approval of the Resolution Plan could be faulted.
