Resolution Professional must admit homebuyer's belated claim despite Committee of Creditors approving resolution plan

The NCLAT directed the Resolution Professional to admit a homebuyer's belated claim despite the Committee of Creditors approving the resolution plan. The tribunal distinguished homebuyers as non-commercial entities from commercial creditors, noting the appellant's liability was reflected in the Information Memorandum. The RP was ordered to submit claim details to the resolution applicant for preparation of an addendum to the resolution plan within three months. The tribunal held that homebuyers' claims reflected in corporate debtor records must be considered even when filed belatedly, provided the Adjudicating Authority has not yet approved the plan.

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1. ISSUES PRESENTED and CONSIDERED

- Whether a claim filed belatedly by homebuyers after approval of the resolution plan by the Committee of Creditors (CoC) but before its approval by the Adjudicating Authority (AA) can be admitted by the Resolution Professional (RP).

- Whether the Resolution Professional is obligated to include claims of homebuyers reflected in the Corporate Debtor's (CD) records and Information Memorandum (IM) in the resolution plan even if such claims were not initially filed during the stipulated claim submission period.

- The applicability of precedents regarding the admission of claims post-approval of the resolution plan by the CoC but pending AA approval.

- The distinction between commercial creditors and non-commercial creditors (homebuyers) in the context of knowledge of the Corporate Insolvency Resolution Process (CIRP) and the consequences of delayed claim submission.

2. ISSUE-WISE DETAILED ANALYSIS

Issue 1: Admission of belated claims after CoC approval but before AA approval of resolution plan

Relevant legal framework and precedents: The Insolvency and Bankruptcy Code (IBC) governs the CIRP process, including timelines for claim submission and approval of resolution plans. The Tribunal relied on the decision in Puneet Kaur (Supra), which recognized that claims filed after CoC approval are generally not admitted. Similarly, the Supreme Court's ruling in RPS International Limited (2023) held that once the resolution plan is approved by the CoC, claims cannot be entertained even if AA approval is pending, to prevent endless reopening of the CIRP.

Court's interpretation and reasoning: The Tribunal acknowledged the binding nature of these precedents but distinguished the present case on the basis that the resolution plan has not yet been approved by the AA. The Court emphasized that the claim of the homebuyers was reflected in the CD's records and IM, which were accessible to the RP and resolution applicant. The Court held that non-consideration of such claims leads to an inequitable and unfair resolution, as highlighted in Puneet Kaur.

Key evidence and findings: The appellants' claim was supported by undisputed evidence of payment to the CD (including a bank loan), and their details were reflected in the IM and CD's records. The claim was filed belatedly on 19.07.2021, after the CoC's approval of the plan but before AA's approval. The RP rejected the claim citing its belated nature post-CoC approval.

Application of law to facts: The Court found that since the claim was reflected in the CD's records and IM, the RP should have considered it in the resolution plan. The Court directed the RP to submit details of such claims to the resolution applicant for inclusion in an addendum to the resolution plan, which should then be placed before the CoC for reconsideration. The AA, when approving the plan, should take the addendum and CoC minutes into account.

Treatment of competing arguments: The Respondent argued that the claim was barred as it was filed 62 days after CoC approval and 536 days after the public announcement, relying on the principle that CIRP must not be prolonged. The Court rejected this argument in light of the appellants being homebuyers (non-commercial entities) and the claim's reflection in the IM, distinguishing it from cases involving commercial creditors or unproven claims.

Conclusions: The Court allowed the appeal, setting aside the rejection order, and mandated inclusion of the appellants' claims in the resolution plan addendum for CoC and AA consideration.

Issue 2: Obligation to consider homebuyers' claims reflected in the CD's records and IM

Relevant legal framework and precedents: Puneet Kaur (Supra) established that homebuyers' claims reflected in the CD's records and IM must be taken into account by the RP and resolution applicant in the resolution plan. Failure to do so results in an unfair and inequitable resolution.

Court's interpretation and reasoning: The Court reaffirmed that the RP has a duty to identify and include such claims when preparing the resolution plan. The Court observed that the appellants' claims were clearly reflected in the IM, and thus should have been incorporated in the resolution plan or its addendum.

Key evidence and findings: The IM contained the appellants' names and unit details under creditors who had not filed claims. The RP's failure to communicate with appellants and consider their claims was noted. The appellants' payments to the CD were undisputed and documented.

Application of law to facts: The Court directed the RP to submit the appellants' details and claims to the resolution applicant, who must prepare an addendum to the resolution plan incorporating these claims. This addendum is to be placed before the CoC for approval and subsequently considered by the AA.

Treatment of competing arguments: The Respondent contended that the claims were barred due to late submission and that reopening the plan would cause uncertainty. The Court balanced these concerns against the principle of equity and fairness to homebuyers, emphasizing that the claims were known and recorded, thus warranting inclusion.

Conclusions: The Court established the principle that homebuyers' claims reflected in the CD's records and IM must be included in the resolution plan, even if initially not filed timely, to ensure just resolution.

Issue 3: Distinction between commercial creditors and homebuyers regarding knowledge of CIRP and claim submission

Relevant legal framework and precedents: The Supreme Court and this Tribunal have held that commercial creditors are expected to exercise vigilance regarding CIRP proceedings and cannot feign ignorance of public announcements. The decision in Pooja Mehra (Supra) underscored that commercial entities cannot claim ignorance when public notices are issued.

Court's interpretation and reasoning: The Court distinguished the appellants, who are homebuyers and non-commercial entities, from commercial creditors. It recognized that homebuyers may not have the same level of awareness or access to information about CIRP, especially in light of the appellants' personal hardships (such as visual impairment).

Key evidence and findings: The appellants missed the public announcement due to no communication from the RP and the impact of Covid-19 lockdowns. The first appellant's 90% visual handicap was noted as a factor affecting their ability to stay informed.

Application of law to facts: The Court took a more lenient view towards the appellants' delayed claim submission, considering their status as homebuyers and mitigating circumstances, unlike commercial creditors who are expected to be vigilant.

Treatment of competing arguments: The Respondent argued that the appellants should have been aware of the CIRP through public notices and thus their claim was barred. The Court rejected this argument in the context of non-commercial homebuyers with disabilities and lack of communication from the RP.

Conclusions: The Court held that homebuyers' claims deserve equitable treatment and that delay in claim submission due to lack of knowledge or disability should not bar their claims outright.

3. SIGNIFICANT HOLDINGS

"In the present case there is no denial that details of the Appellant(s) and other homebuyers, who could not file their claims has not been reflected in the IM. There being no detail of claims of the appellant(s), the resolution applicant could not have been taken any consideration of the claim of the appellant(s), hence, resolution plan as submitted by resolution applicant cannot be faulted."

"However, we are of the view that the claim of those homebuyers, who could not file their claims, but whose claims were reflected in the record of the CD, ought to have been included in the IM and 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."

"To mitigate the hardship of the Appellant, we thus, are of the view that ends of justice would be met, if direction is issued to resolution professional to submit the details of homebuyers, whose details are reflected in the records of the CD including their claims, to the Resolution applicant, on the basis of which resolution applicant shall prepare an addendum to the resolution plan, which may be placed before the CoC for consideration."

"The mere fact that the AA 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." (cited but distinguished)

Core principles established:

• Claims of homebuyers reflected in the CD's records and IM must be considered in the resolution plan even if filed belatedly.
• Belated claims filed after CoC approval but before AA approval may be admitted by directing inclusion in an addendum to the resolution plan.
• Homebuyers as non-commercial creditors are entitled to equitable treatment, especially when disabilities or lack of communication impede timely claim submission.
• Resolution Professionals have a duty to identify and include such claims to ensure fairness and prevent inequitable resolutions.
• While CIRP timelines and finality of resolution plans are important, they must be balanced against the rights of bona fide creditors whose claims are documented in the CD's records.

Final determinations on each issue:

• The Tribunal's rejection of the appellants' belated claim was set aside.
• The RP was directed to submit the appellants' claim details to the resolution applicant for preparation of an addendum to the resolution plan.
• The addendum along with CoC minutes is to be considered by the AA at the time of resolution plan approval.
• The appellants' claims, as bona fide homebuyers reflected in the CD's records, must be included to ensure a just and equitable resolution.

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