NCLAT admits homebuyer as financial creditor despite 287-day delay, directs resolution plan addendum preparation

NCLAT allowed appeal of homebuyer seeking admission as financial creditor despite 287-day delay in filing claim. Court distinguished case from commercial entities, noting homebuyer's liability was reflected in Information Memorandum. Following Puneet Kaur precedent, NCLAT directed Resolution Professional to submit appellant's details to resolution applicant for preparing addendum to resolution plan for CoC consideration. Court emphasized undisputed claims in IM must be considered even if filed belatedly, particularly for non-commercial entities like homebuyers. Resolution plan pending AA approval allowed for such modification.

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1. ISSUES PRESENTED and CONSIDERED

The core legal questions considered by the Tribunal in this appeal are:

• Whether a homebuyer who has filed a claim belatedly after the approval of the resolution plan by the Committee of Creditors (CoC) can be admitted as a financial creditor and have their claim considered at par with other unit buyers/claimants during the implementation of the resolution plan.
• Whether the liability of the Corporate Debtor (CD) towards such a homebuyer, reflected in the Information Memorandum (IM), obligates the Resolution Professional (RP) and Resolution Applicant (RA) to include such claims in the resolution plan even if the claims were not filed within the stipulated time.
• The applicability of precedents holding that claims filed after CoC approval of the resolution plan cannot be entertained, especially in light of the Supreme Court's ruling in M/s RPS Infrastructure Ltd. vs. Mukul Kumar & Anr.
• The distinction between commercial entities and non-commercial entities (such as homebuyers) in terms of knowledge and vigilance regarding the Corporate Insolvency Resolution Process (CIRP) and the implications for delay in filing claims.
• The procedural and substantive obligations of the RP and RA to submit details of homebuyers whose claims are reflected in the CD's records to the CoC for consideration in the resolution plan.

2. ISSUE-WISE DETAILED ANALYSIS

Issue 1: Admissibility of belated claims filed after CoC approval of the resolution plan

Relevant legal framework and precedents: The Insolvency and Bankruptcy Code (IBC) mandates that claims must be submitted within the prescribed timelines. The Supreme Court in M/s RPS Infrastructure Ltd. vs. Mukul Kumar & Anr. held that claims filed after the CoC's approval of the resolution plan cannot be entertained, emphasizing that the CIRP should not become an endless process by reopening finalized issues. This principle was reiterated by this Tribunal in Puneet Kaur vs. K V Developers Pvt. Ltd. & Ors., where claims filed post-approval were generally disallowed.

Court's interpretation and reasoning: The Tribunal acknowledged the general rule that claims filed after CoC approval are barred. However, it distinguished the present case on facts, noting that the resolution plan had not yet been approved by the Adjudicating Authority (AA), and the liability towards the appellant was clearly reflected in the IM. The Tribunal emphasized that the plan's approval by CoC alone does not preclude consideration of legitimate claims reflected in the CD's records, especially where the plan has not been sanctioned by the AA.

Key evidence and findings: The appellant's liability was recorded in the IM, and the appellant had paid a substantial amount towards the flat, supported by bank loan documentation. The claim was filed 980 days after the last date of submission and 492 days after CoC approval, yet the IM contained the appellant's details.

Application of law to facts: The Tribunal applied the principle from Puneet Kaur that non-consideration of claims reflected in the CD's records leads to inequitable and unfair resolutions. It reasoned that since the appellant's claim was reflected in the IM, the RP was obligated to submit these details to the RA for inclusion in the resolution plan.

Treatment of competing arguments: The respondent relied heavily on M/s RPS Infrastructure Ltd. to argue that the claim was barred due to delay and CoC approval. The Tribunal distinguished that case on the ground that there the RP could not access the CD's records despite efforts, whereas here the appellant's claim was clearly documented in the IM. The respondent also cited a recent decision involving the same CD (Pooja Mehra vs. Nilesh Sharma & Ors.) where claims were denied due to lack of proof of payment. The Tribunal found that decision inapplicable as the appellant here had undisputed proof of payment.

Conclusions: The Tribunal concluded that the appellant's claim, though belated, must be considered since it was reflected in the IM and the plan had not yet been approved by the AA. The RP must submit the appellant's details to the RA for preparation of an addendum to the resolution plan for CoC consideration.

Issue 2: Obligation of the Resolution Professional and Resolution Applicant regarding claims reflected in the Information Memorandum

Relevant legal framework and precedents: The Tribunal relied on Puneet Kaur where it was held that the RP must provide the RA with details of homebuyers whose claims are reflected in the CD's records, enabling the RA to prepare a comprehensive resolution plan inclusive of such claims. Failure to do so leads to unfair and inequitable resolutions.

Court's interpretation and reasoning: The Tribunal reiterated that the IM must include all liabilities of the CD, including those of homebuyers who did not file claims in time. The RP's duty is to ensure these are communicated to the RA, who must incorporate them in the resolution plan or its addendum for CoC approval.

Key evidence and findings: The appellant's liability and payment details were part of the IM, and the appellant's name appeared in the list of unit holders who had not filed claims. The RP had not submitted these details to the RA initially, resulting in exclusion of the appellant's claim from the plan.

Application of law to facts: Applying the principle from Puneet Kaur, the Tribunal directed the RP to submit the appellant's details to the RA for preparation of an addendum to the resolution plan. This addendum is to be placed before the CoC for consideration and subsequent approval by the AA.

Treatment of competing arguments: The respondent argued that reopening claims after CoC approval would disrupt the CIRP process and encourage others to file belated claims. The Tribunal acknowledged this concern but balanced it against the need for fairness and equity, particularly for non-commercial homebuyers whose claims were documented in the CD's records.

Conclusions: The Tribunal held that the RP must comply with this duty to ensure fair treatment of all creditors whose claims are reflected in the IM, even if filed belatedly.

Issue 3: Distinction between commercial entities and homebuyers regarding knowledge of CIRP and delay in filing claims

Relevant legal framework and precedents: The Supreme Court in M/s RPS Infrastructure Ltd. noted that commercial entities engaged in litigation against the CD are expected to be vigilant and aware of CIRP proceedings, and ignorance of public announcements does not excuse delay. However, homebuyers, being non-commercial entities, may not have the same level of awareness or sophistication.

Court's interpretation and reasoning: The Tribunal distinguished the appellant's position as a homebuyer (non-commercial entity) from commercial creditors. It recognized that homebuyers might lack the expertise or vigilance to track CIRP developments and thus merit equitable consideration despite delay.

Key evidence and findings: The appellant had paid a substantial amount for the flat and was not a commercial entity. There was no evidence of willful ignorance or negligence but rather a genuine delay in filing the claim.

Application of law to facts: The Tribunal applied a nuanced approach, holding that homebuyers deserve a more lenient treatment regarding delay in filing claims, especially when their claims are reflected in the CD's records and the CIRP is pending final approval by the AA.

Treatment of competing arguments: The respondent urged strict adherence to timelines to prevent reopening of the CIRP. The Tribunal acknowledged this but emphasized fairness to homebuyers who are vulnerable creditors.

Conclusions: The Tribunal concluded that the appellant's status as a homebuyer justifies consideration of the belated claim, balancing procedural finality with equitable treatment.

3. SIGNIFICANT HOLDINGS

"The claim of those homebuyers, who could not file their claims, but whose claims were reflected in the record of the Corporate Debtor, ought to have been included in the Information Memorandum and the resolution applicant ought to have been taken note of the said liabilities and should have appropriately dealt with them in the resolution plan. Non-consideration of such claims, which are reflected from the record, leads to inequitable and unfair resolution as is seen in the present case."

"If we analyse the aforesaid plea, it is quite obvious that Respondent no. 1 did what could be done to procure the Corporate Debtor's records by even moving an application under Section 19 of the IBC. That it was not fruitful is a consequence of the Corporate Debtor not making available the material. It is thus not even known whether there was a reflection in the records on this aspect or not."

"The mere fact that the Adjudicating Authority has yet not approved the plan does not imply that the plan can go back and forth, thereby making the CIRP an endless process. This would result in the reopening of the whole issue, particularly as there may be other similar persons who may jump onto the bandwagon."

Final determinations on each issue:

• Belated claims filed after CoC approval but before AA approval may be considered if the liability is reflected in the CD's records and the claim is genuine.
• The RP must submit details of such homebuyers to the RA to prepare an addendum to the resolution plan for CoC's consideration.
• Homebuyers, as non-commercial entities, are entitled to equitable treatment regarding delay in claim submission, unlike commercial entities.
• Claims not supported by proof of payment or inconsistent documentation may be rejected, but undisputed claims reflected in the IM must be considered.
• The AA's approval of the resolution plan must take into account any addendum and minutes of the CoC reflecting such claims.

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