# Piramal Capital and Housing Finance Limited (Formerly Known as Dewan Housing Finance Corporation Limited) v. 63 Moons Technologies Limited & Others

- **Citation:** 2025 INSC 421
- **Court:** Supreme Court of India
- **Decided:** 2025-04-01
- **Bench:** Bela M. Trivedi, Satish Chandra Sharma
- **Source:** https://unisonlegal.in/judgment/supreme-court-of-india/piramal-capital-and-housing-finance-limited-formerly-known-as-dewan-housing-38896
- **Pages:** 92

## Headnote

Whether Resolution Plan-RP approved by Committee of
Creditors-CoC and NCLT was in contravention of provisions of
any law requiring NCLAT to exercise its jurisdiction u/s.61 of the
Insolvency and Bankruptcy Code, 2016; whether the NCLAT should
have entertained the appeals filed by the respondents-63 Moons
u/s.61 of the Code and tinkered with the RP approved by the CoC
and the NCLT; whether NCLAT was correct in dismissing appeals
by FD Holders challenging the distribution mechanism whereby full
amount was not reimbursed; and whether ex-promoters/directors
have a right to participate in meetings of CoC, when Board of
Directors has been superseded under the RBI Act.
Headnotes†
Insolvency and Bankruptcy Code, 2016 - s.26 - Insolvency
and Bankruptcy Board of India (Insolvency Resolution Process
for Corporate Persons) Regulations, 2016 - Reg.37(a) -
IBBI (Liquidation Process) Regulations, 2016 - Reg.37A -
DHFL-finance company involved in accusation of loan frauds,
money laundering, etc. worth thousands of crores - Company
conducted its affairs detrimental to the interest of its depositors
and creditors - Initiation of Corporate Insolvency Resolution
Process-CIRP proceedings of DHFL-corporate debtor -
Appellant-PC submitted Resolution Plan-RP for consideration
of Administrator/Committee of Creditors-CoC - Respondent
voted in favour of RP within its class of debenture holders
and RP approved by majority - Authorised representative-AR
of class of debenture holders voted in favour of RP - RP
approved by CoC as also by NCLT - Respondent challenged
* Author
[2025] 4 S.C.R.
345
Piramal Capital and Housing Finance Limited (Formerly Known as Dewan Housing
Finance Corporation Limited) v. 63 Moons Technologies Limited & Others
the provisions of RP that s.66 recoveries will go to the benefit
of Successful Resolution Applicant-SRA - NCLT dismissed
application - Thereafter, NCLAT set aside the term in RP
that permitted SRA to appropriate recoveries from avoidance
applications and sent back RP to CoC for reconsideration -
Correctness:
Held: Applications filed in respect of "Fraudulent and Wrongful
trading" carried on by CD, could not be termed as "Avoidance
Applications" used for Applications filed u/ss.43, 45 and 50 to
avoid or set aside the Preferential, Undervalued or Extortionate
transactions - If the Resolution Professional has filed common
applications u/s.43, 45, 50 and also u/s.66, the Adjudicating
Authority shall have to distinguish the same and decide as to
which provision would be attracted to which of the Applications,
and then shall exercise the powers and pass the orders in terms of
the provisions of IBC - If finality and binding force is not provided
to votes cast by Authorised representative-ARs of a class of
Financial Creditors, RP involving large number of parties may
never fructify - Vote cast by AR on behalf of the class of Financial
Creditors he represented was binding on respondent and other
appellants and thus, they were estopped from raising any objection
before NCLT/NCLAT against RP approved by majority of CoC -
When s.26 specifically states that filing of an Avoidance Application
u/s.25(2)(j) shall not affect CIRP proceedings, and Reg.37(a) of
Regulations 2016 also permits provision in RP for transfer of assets
of Corporate Debtor-CD to one or more persons, reference of
Reg.37A of Liquidation Process Regulations in the impugned order
unwarranted and ex-facie fallacious - NCLAT also misdirected itself
by relying on foreign texts and jurisprudence, which could not be
made applicable to insolvency regime of India - In absence of any
perversity palpable on the face of approved RP, and CoC having
taken a firm commercial decision by voting overwhelmingly in
favour of RP, NCLAT ought not to have interfered - NCLAT clearly
transgressed its jurisdiction u/s.61, by interfering with the clause
pertaining to treatment of recoveries u/s.66 - Impugned judgment
and order passed by the NCLAT set aside, and the judgment
and order passed

## Text

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[2025] 4 S.C.R. 344 : 2025 INSC 421
Piramal Capital and Housing Finance Limited (Formerly
Known as Dewan Housing Finance Corporation Limited)
v.
63 Moons Technologies Limited & Others
(Civil Appeal No(s). 1632-1634 of 2022)
01 April 2025
[Bela M. Trivedi* and Satish Chandra Sharma, JJ.]
Issue for Consideration
Whether Resolution Plan-RP approved by Committee of
Creditors-CoC and NCLT was in contravention of provisions of
any law requiring NCLAT to exercise its jurisdiction u/s.61 of the
Insolvency and Bankruptcy Code, 2016; whether the NCLAT should
have entertained the appeals filed by the respondents-63 Moons
u/s.61 of the Code and tinkered with the RP approved by the CoC
and the NCLT; whether NCLAT was correct in dismissing appeals
by FD Holders challenging the distribution mechanism whereby full
amount was not reimbursed; and whether ex-promoters/directors
have a right to participate in meetings of CoC, when Board of
Directors has been superseded under the RBI Act.
Headnotes†
Insolvency and Bankruptcy Code, 2016 - s.26 - Insolvency
and Bankruptcy Board of India (Insolvency Resolution Process
for Corporate Persons) Regulations, 2016 - Reg.37(a) -
IBBI (Liquidation Process) Regulations, 2016 - Reg.37A -
DHFL-finance company involved in accusation of loan frauds,
money laundering, etc. worth thousands of crores - Company
conducted its affairs detrimental to the interest of its depositors
and creditors - Initiation of Corporate Insolvency Resolution
Process-CIRP proceedings of DHFL-corporate debtor -
Appellant-PC submitted Resolution Plan-RP for consideration
of Administrator/Committee of Creditors-CoC - Respondent
voted in favour of RP within its class of debenture holders
and RP approved by majority - Authorised representative-AR
of class of debenture holders voted in favour of RP - RP
approved by CoC as also by NCLT - Respondent challenged
* Author
[2025] 4 S.C.R.
345
Piramal Capital and Housing Finance Limited (Formerly Known as Dewan Housing
Finance Corporation Limited) v. 63 Moons Technologies Limited & Others
the provisions of RP that s.66 recoveries will go to the benefit
of Successful Resolution Applicant-SRA - NCLT dismissed
application - Thereafter, NCLAT set aside the term in RP
that permitted SRA to appropriate recoveries from avoidance
applications and sent back RP to CoC for reconsideration -
Correctness:
Held: Applications filed in respect of "Fraudulent and Wrongful
trading" carried on by CD, could not be termed as "Avoidance
Applications" used for Applications filed u/ss.43, 45 and 50 to
avoid or set aside the Preferential, Undervalued or Extortionate
transactions - If the Resolution Professional has filed common
applications u/s.43, 45, 50 and also u/s.66, the Adjudicating
Authority shall have to distinguish the same and decide as to
which provision would be attracted to which of the Applications,
and then shall exercise the powers and pass the orders in terms of
the provisions of IBC - If finality and binding force is not provided
to votes cast by Authorised representative-ARs of a class of
Financial Creditors, RP involving large number of parties may
never fructify - Vote cast by AR on behalf of the class of Financial
Creditors he represented was binding on respondent and other
appellants and thus, they were estopped from raising any objection
before NCLT/NCLAT against RP approved by majority of CoC -
When s.26 specifically states that filing of an Avoidance Application
u/s.25(2)(j) shall not affect CIRP proceedings, and Reg.37(a) of
Regulations 2016 also permits provision in RP for transfer of assets
of Corporate Debtor-CD to one or more persons, reference of
Reg.37A of Liquidation Process Regulations in the impugned order
unwarranted and ex-facie fallacious - NCLAT also misdirected itself
by relying on foreign texts and jurisprudence, which could not be
made applicable to insolvency regime of India - In absence of any
perversity palpable on the face of approved RP, and CoC having
taken a firm commercial decision by voting overwhelmingly in
favour of RP, NCLAT ought not to have interfered - NCLAT clearly
transgressed its jurisdiction u/s.61, by interfering with the clause
pertaining to treatment of recoveries u/s.66 - Impugned judgment
and order passed by the NCLAT set aside, and the judgment
and order passed by the NCLT granting its approval to the Plan
Approval Application, and thereby approving the Resolution Plan,
upheld - However, the NCLT to decide the Avoidance Applications
filed by the Administrator u/ss.43, 45, and 50, and the Applications
u/s.66. [Paras 65, 67, 77, 79, 80, 83, 86, 87]
346
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Insolvency and Bankruptcy Code, 2016 - ss.30(2), 31 -
Insolvency and Bankruptcy Board of India (Insolvency
Resolution Process for Corporate Persons) Regulations,
2016 - Reg.38 - Mandatory requirements under, a Resolution
Professional required to confirm on the receipt of the
Resolution Plans submitted by the Prospective Resolution
Applicants:
Held: Entire process, from submission of Resolution Plans by
the Prospective Resolution Applicants till final approval/rejection
of the Plan by Adjudicating Authority has been duly prescribed,
which is mandatory in nature - If there is any non-compliance
of mandatory requirements stated in s.30(2), read with Reg.38,
Adjudicating Authority is empowered to reject the plan as envisaged
in s.31(2) - If however, the plan approved by CoC meets with
requirements u/s.30(2), the Adjudicating Authority has to approve
such plan u/s.31(1), which would be binding to all stakeholders.
[Para 65]
Insolvency and Bankruptcy Code, 2016 - Chapter III and
Chapter VI, ss.43, 45, 50, 66 - Avoidance Applications to
be filed by the Resolution Professional in accordance with
Chapter III, and applications in respect of Fraudulent trading
or Wrongful trading required to be filed by the Resolution
Professional u/s.66 under Chapter VI - Difference between:
Held: There is a clear distinction between Avoidance Applications
under Chapter III and Applications in respect of Fraudulent
trading or Wrongful trading under Chapter VI, both operate in
different situations - Applications filed in respect of "Fraudulent
and Wrongful trading" carried on by CD, could not be termed as
"Avoidance Applications" used for Applications filed u/ss.43, 45
and 50 to avoid or set aside the Preferential, Undervalued or
Extortionate transactions - There is clear demarcation of powers
of the Adjudicating Authority to pass orders in the Avoidance
Applications filed by the Resolution Professional u/ss.43, 45
and 50 falling under Chapter III and the Applications filed by the
Resolution Professional in respect of the Fraudulent and Wrongful
trading of CD, u/s.66 falling under Chapter VI of the IBC, and have
been separately circumscribed - If the Resolution Professional
has filed common applications u/ss.43, 45, 50 and also u/s.66,
the Adjudicating Authority shall have to distinguish the same and
[2025] 4 S.C.R.
347
Piramal Capital and Housing Finance Limited (Formerly Known as Dewan Housing
Finance Corporation Limited) v. 63 Moons Technologies Limited & Others
decide as to which provision would be attracted to which of the
Applications, and then shall exercise the powers and pass the
orders in terms of the provisions of IBC. [Paras 56, 61, 86]
Insolvency and Bankruptcy Code, 2016 - Insolvency and
Bankruptcy Board of India (Insolvency Resolution Process for
Corporate Persons) Regulations, 2016 - Reg. 37 - Approval
of Resolution Plan by Committee of Creditors - Maximization
of value of assets of the Corporate Debtor:
Held: Decisions of Committee of Creditors-CoC must reflect the
fact that it has taken into account maximization of value of assets
of Corporate Debtor-CD, and interest of all stakeholders has been
adequately balanced - Entire process has to be carried out in
an absolutely transparent manner, and each and every aspect
relating to the Resolution Plan, and more particularly its financial
layout and the measures proposed for maximization of the value
of the assets of the CD, has to be placed before the CoC - CoC,
if after considering such measures for maximization of value of
assets of CD as proposed in RP approves the plan after exercising
its commercial wisdom, then scope of judicial review by the
Adjudicating Authority u/s.31 will be limited only to the extent of
satisfying itself about the compliance of requirements of s.30(2).
[Paras 66-67]
National Housing Bank Act, 1987 - s.36(A) - Reserve Bank of
India Act, 1934 - s.45(QA) - Resolution Plan-RP, if violative
of the provisions of RBI Act or NHB Act - Fixed Deposit
Holders, including appellants, challenged RP before NCLT
on the ground that RP failed to provide for full repayment of
their deposits - Upon recommendation of NCLT, Committee
of Creditors-CoC reconsidered distribution keeping in view
benefit of FD Holders, which resolution was rejected - Appeals
filed by FD Holders dismissed by the NCLAT:
Held: None of the provisions mandates full payment of deposits
or confers any right upon depositors to have full payment of such
deposits - Also nothing to suggest that any authorized officer
under the NHB Act or the CLB under the RBI Act passed any
order to make full payment of deposits to the appellants - Thus,
RP providing for Distribution mechanism, not contrary to any of
the provisions of the RBI Act or of the NHB Act. [Paras 95, 99]
348
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Reserve Bank of India Act, 1934 - s.45-IE - Supersession
of Board of Directors by RBI and thereafter the Directors
vacated their offices, and then the Directors stood suspended
under the IBC - Difference between "Supersession" and
"Suspension" - Right of ex-promoters/directors to participate
in Committee of Creditors-CoC meetings, and interference in
the company affairs, and right to get copy of Resolution Plan
approved by CoC:
Held: Legal effects in both situations would be different, as
"Supersession" of Board of Directors is different from "Suspension" -
In common parlance also the use of the word "Supersession" has
different connotation than that of the word "Suspension" - Effect of
supersession is permanent in nature and effect of suspension is
temporary in nature - Appellants-Ex-Directors having deemed to have
vacated their offices on supersession of Board of Directors under
the RBI Act, could not have claimed any right to attend meetings of
CoC/participate in CIRP proceedings initiated under the IBC, which
right otherwise would have been available to Directors suspended
under the IBC - In absence of any specific provision in the IBC or
the Regulations 2016, they, as the members of the superseded
Board of Directors, could not have made any claim to have copy of
proposed RPs submitted by the PRAs during the CIRP proceedings -
Insolvency and Bankruptcy Code, 2016. [Paras 106, 109]
Insolvency and Bankruptcy Code, 2016 - ss.31, 61 - NCLT
and NCLAT - Scope of judicial review:
Held: Legislature has given paramount importance to the
"commercial wisdom" of Committee of Creditors-CoC, and that the
scope of judicial review by Adjudicating Authority-NCLT is limited to
the extent provided u/s.31, and that of Appellate Authority-NCLAT is
limited to the extent provided u/s.61(3) - Once Resolution Plan-RP
is approved by the requisite majority of CoC, and placed before
Adjudicating Authority for approval u/s.31, Adjudicating Authority
has to only see whether such RP as approved by CoC meets the
requirements of s.30(2) - It is only where the Adjudicating Authority
is satisfied that the RP does not confirm to the requirements of
sub-section (1) of s.31, it may by an order reject the RP - NCLT
has to decide all the questions on law or fact arising out of or
in relation to the insolvency resolution or liquidation under the
residuary jurisdiction vested in NCLT u/s.60(5), however such
residual jurisdiction does not in any manner impact s.30(2), which
circumscribes the jurisdiction of the Adjudicating Authority, when
[2025] 4 S.C.R.
349
Piramal Capital and Housing Finance Limited (Formerly Known as Dewan Housing
Finance Corporation Limited) v. 63 Moons Technologies Limited & Others
it comes to the confirmation of RP - Scope of interference by
Appellate Authority-NCLAT is also very limited and restricted to
specific grounds u/s.61(3). [Paras 42-44]
Case Law Cited
K. Sashidhar v. Indian Overseas Bank and Others [2019] 3 SCR
845 : (2019) 12 SCC 150; Maharashtra Seamless Limited v.
Padmanabhan Venkatesh and Others [2020] 2 SCR 1157 : (2020)
11 SCC 467; M.K. Rajagopalan v. Dr. Periasamy Palani Gounder
and Another [2023] 9 SCR 783 : (2024) 1 SCC 42; Embassy
Property Developments Private Limited v. State of Karnataka and
Others [2019] 17 SCR 559 : (2020) 13 SCC 308; Committee of
Creditors of Essar Steel India Limited v. Satish Kumar Gupta and
Others [2019] 16 SCR 275 : (2020) 8 SCC 531; Arcelormittal
India Private Limited v. Satish Kumar Gupta and Others [2018]
12 SCR 362 : (2019) 2 SCC 1; Ghanashyam Mishra and Sons
Private Limited through the Authorised Signatory v. Edelweiss
Asset Reconstruction Company Limited through the Director and
Others [2021] 13 SCR 737 : (2021) 9 SCC 657; Ebix Singapore
Private Limited v. Committee of Creditors of Educomp Solutions
Limited and Another [2021] 14 SCR 321 : (2022) 2 SCC 401;
Jaypee Kensington Boulevard Apartments Welfare Association &
Others v. NBCC (India) Limited & Others [2021] 12 SCR 603 :
2021 SCC Online SC 253; N. Mani v. Sangeetha Theatre (2004)
12 SCC 278; Vijay Kumar Jain v. Standard Chartered Bank and
Others [2019] 1 SCR 779 : (2019) 20 SCC 455; Tata Steel BSL
Limited v. Venus Recruiter Private Limited and Others (LPA No.
37 of 2021); Venus Recruiters Private Limited v. Union of India
and Others, 2020 SCC OnLine Del 1479 - referred to.
Books and Periodicals Cited
Black's Law Dictionary (11th Edition) - referred to.
List of Acts
Banking Regulation Act, 1949; National Housing Bank Act, 1987;
Reserve Bank of India Act, 1934; IBBI (Liquidation Process)
Regulations, 2016; Insolvency and Bankruptcy Code (Amendment)
Act, 2019; Companies Act, 2013; Companies Act, 1956; Insolvency
and Bankruptcy Board of India (Insolvency Resolution Process
for Corporate Persons) Regulations, 2016; Financial Service
350
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Providers and Application to Adjudicating Authority Rules, 2019;
Evidence Act, 1872.
List of Keywords
Corporate Insolvency Resolution Process; Avoidance applications;
Financial scam; Supersession of Board of Directors; Detrimental to
interest of depositors; Administrator appointed by RBI; Committee
of Creditors; Expression of interests; Resolution Plan; Corporate
Debtor; Prospective resolution applicants; Request for resolution
plan proposal; Successful resolution applicant; Fraudulent or
wrongful transactions; Preferential, undervalued, and extortionate
transactions; Plan approval application; Authorised representative
of debenture holders; Authorized Representative of class of
Financial Creditors; Information memorandum; Commercial wisdom
of Committee of Creditors; Maximization of value of assets;
Liquidation process; Fixed Deposit Holders; Financial Service
Provider; Housing Finance Companies; Non-Banking Financial
Companies; Non-Convertible Debenture Holders.
Case Arising From
CIVIL APPELLATE JURISDICTION: Civil Appeal No(s). 1632-1634
of 2022
From the Judgment and Order dated 27.01.2022 of the National
Company Law Appellate Tribunal, Delhi in CAAT (I) Nos. 454, 455
and 750 of 2021
With
Civil Appeal No(s). 1707-1712 of 2022, Diary No. 6037 of 2022,
Civil Appeal Nos. 2989-2991, 2402, 2413-2415, 2567, 2987-2988,
8123, 8125, 3694-3695, 6286 and 2396 of 2022.
Appearances for Parties
Advs. for the Appellant:
Kapil Sibal, Gagan Gupta, Sr. Advs., Tabrez Malawat, Satish Kumar,
Ms. Misha Rohatgi, Ayush Kashyap, M. Yogesh Kanna, Ms. Neha
Rathi, Kamal Kishore, Harsha Gollamudi, Mahfooz Ahsan Nazki,
Divyam Agarwal, M/s. Cyril Amarchand Mangaldas, Rhishabh
Jetley, Dhruv Gupta, Tajas Popat, Mahesh Agarwal, Ankur Saigal,
Vishesh Malviya, Shivam Shukla, Pranav Narsaria, E. C. Agrawala,
Jasmeet Singh.
[2025] 4 S.C.R.
351
Piramal Capital and Housing Finance Limited (Formerly Known as Dewan Housing
Finance Corporation Limited) v. 63 Moons Technologies Limited & Others
Advs. for the Respondents:
Tushar Mehta, Solicitor General, Mrs. Aishwariya Bhati,
Raghavendra P. Shankar, A.S.Gs., Nakul Diwan, Navin Pahwa,
A.M. Singhvi, Balbir Singh, Sr. Advs., M/s. Juris Corp., Ms. Aditi
Sinha, Ms. Rajnandini Singh, Raunak Dhillon, Ms. Aishwarya
Gupta, Ms. Niharika Shukla, Danish Iqbal, Ashutosh Chaturvedi,
M/s. Cyril Amarchand Mangaldas, Ms. Misha Rohatgi, Ayush
Kashyap, Ms. Priyanka Vohra, Ketan Gaur, Ashish Bhan, Ms. Chitra
Rentala, Jasmeet Singh, Mukesh Kumar Maroria, Madhav Sinhal,
E. C. Agrawala, Nishant Upadhyay, Dhaval Vora, Navneet R.,
Ms. Alankrita Sinha, Deepak Prakash, Nachiketa Vajpayee, Manu
Shanker Mishra, Vedant Singh, Chand Qureshi, Mrs. Taruna Singh
Gohil, Pranav Sachdeva, Deepak Prakash, Nachiketa Vajpayee,
Satyadev Singh, Subhro Sanyal, A. Lakshminarayanan, Abbas B,
Sukesh Kumar Mishra, Ms. Sugandha Anand, Abhinav Mathur, Yash
Tandon, Gourav Asati, Tarun Gupta, Ms. Harsh Lata, Ms. Bharti
Tyagi, Vikash Kumar, D. K. Singh, Vijay Kinger, Ms. Roopa Nagpal,
Ashwani Gehlot, Shivaji M. Jadhav, Ms. Deepanwita Priyanka.
Judgment / Order of the Supreme Court
INDEX*
GLOSSARY ....................................................................
4
I. THE DETAILS AND CATEGORIES OF THE
APPEALS .......................................................................
5
II. FACTUAL BACKGROUND ...........................................
13
III. SUBMISSIONS BY THE LEARNED ADVOCATES
FOR THE PARTIES .......................................................
23
IV. RELEVANT PROVISIONS OF THE IBC AND
OTHER ACTS ................................................................
47
V SCOPE OF JUDICIAL REVIEW ....................................
64
VI. ANALYSIS IN THE FIRST CATEGORY OF
APPEALS .......................................................................
83
(i)
Questions ..............................................................
87
(ii) Avoidance Applications .......................................
89
* Ed. Note: Pagination as per the original Judgment.
352
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(iii) Mandatory Requirements of Section 30(2) of
the IBC and Regulation 38 of Regulations,
2016 ........................................................................
95
(iv) Maximization of the value of the assets
of the Corporate Debtor ......................................
98
(v) Whether the NCLAT should have entertained
the appeals filed by the 63 Moons under
Section 61 of the Code and tinkered with the
Resolution Plan approved by the CoC and the
NCLT? .................................................................... 101
VII. ANALYSIS IN THE SECOND CATEGORY OF
APPEALS ....................................................................... 122
(i)
Whether the Resolution Plan violated the
Provisions Of RBI Act or NHB Act? ................... 126
VIII. ANALYSIS IN THE THIRD CATEGORY
OF APPEALS ................................................................. 133
IX. CONCLUSION ................................................................ 143
GLOSSARY
1.
BR Act - The Banking Regulation Act, 1949
2.
CD - Corporate Debtor
3.
CIRP - Corporate Insolvency Resolution Process
4.
CoC - Committee of Creditors
5.
DHFL - Dewan Housing Finance Corporation Limited
6.
EOI - Expression of Interest
7.
FD Holders - Fixed Deposit Holders
8.
FSP - Financial Service Provider
9.
FSP Rules - Financial Service Provider Rules, 2019
10. GT - M/s. Grant Thornton
11. HFC - Housing Finance Companies
[2025] 4 S.C.R.
353
Piramal Capital and Housing Finance Limited (Formerly Known as Dewan Housing
Finance Corporation Limited) v. 63 Moons Technologies Limited & Others
12. IBC - The Insolvency and Bankruptcy Code, 2016
13. NBFC - Non-Banking Financial Companies
14. NCD Holders - Non-Convertible Debenture Holders
15. NCLAT - National Company Law Appellate Tribunal
16. NCLT/ Adjudicating Authority - National Company Law
Tribunal
17. NHB Act - The National Housing Bank Act, 1987
18. Piramal Capital - Piramal Capital and Housing Finance
Limited
19. PRAs - Prospective Resolution Applicants
20. RA - Resolution Applicant
21. RBI Act - The Reserve Bank of India Act, 1934
22. Regulations, 2016 - The Insolvency and Bankruptcy Board
of India (Insolvency Resolution Process for Corporate
Persons), Regulations, 2016
23. RFRP - Request for Resolution Plan Proposal
24. RP - Resolution Plan
25. SRA - Successful Resolution Applicant
Judgment
Bela M. Trivedi, J.
1.
In the captioned Appeals, the contextual facts encompass the issues
involved and permit analogous adjudication. Hence, they are disposed
of by this common judgment and order.
(I)
THE DETAILS AND CATEGORIES OF THE APPEALS: -
i.
Civil Appeal Nos. 1632-1634 of 2022 have been filed
by the Appellant Piramal Capital and Housing Limited
(Piramal Capital), Successful Resolution Applicant (SRA)
354
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challenging the common judgment and order dated
27.01.2022 passed by the National Company Law Appellate
Tribunal, New Delhi, (NCLAT) in Company Appeal (AT)
(Insolvency) [hereinafter referred to as Company
Appeal] Nos. 454-455 and 750 of 2021, only to the extent
that it modified the Resolution Plan (RP) by holding that
the RP that permitted the SRA to appropriate recoveries,
if any, from Avoidance applications filed under Section
66 of the Insolvency and Bankruptcy Code (IBC) ought
to be set aside and the Resolution Plan be sent back to
the Committee of Creditors (CoC) for reconsideration on
that aspect.
ii.
Civil Appeal Nos. 2989-2991 of 2022 have been filed by
the Appellant Union Bank of India challenging the said
common judgment and order dated 27.01.2022 passed
by the NCLAT in Company Appeal Nos. 454-455 and
750 of 2021.
iii.
Civil Appeal Nos. 3694-3695 of 2022 have been filed by the
Appellant 63 Moons and Technologies Limited, challenging
the said common judgment and order dated 27.01.2022
passed by the NCLAT in Company Appeal No. 454 of
2021 and 455 of 2021, only to the extent of the sentence/
observation in the impugned order that "The Resolution
Plan be sent back to the CoC for reconsideration on this
aspect."
iv.
Civil Appeal Nos. 2413-2415 of 2022 have been filed by
the Appellants Vinay Kumar Mittal and Others, claiming
to be the Fixed Deposit Holders (FDH) of the Corporate
Debtor (CD) - Dewan Housing Finance Corporation Limited
(DHFL), challenging the common judgment and order dated
27.01.2022 passed by the NCLAT in Company Appeal
Nos. 506-507 and 516 of 2022, whereby the NCLAT has
held that Section 238 of IBC overrides the Reserve Bank
of India Act, 1934 (RBI Act), and the National Housing
Bank Act, 1987 (NHB Act), and that Adjudicating Authority/
NCLT had not committed any error in approving the RP
that proposed extinguishing Claims of the Fixed Deposits,
without discharging their payments in full to the FDHs.
[2025] 4 S.C.R.
355
Piramal Capital and Housing Finance Limited (Formerly Known as Dewan Housing
Finance Corporation Limited) v. 63 Moons Technologies Limited & Others
v.
Civil Appeal arising out of Diary No. 6037 of 2022 has been
filed by the Appellants Raghu K.S. and Others (claiming to
be the Fixed Depositors/Investors in the schemes floated
by DHFL), challenging the judgment and order dated
07.02.2022 passed by the NCLAT in Company Appeal No.
538 of 2021, whereby the NCLAT disposed of the Appeal
by holding that the issues raised in the said Appeal were
the same as raised in Company Appeal Nos. 506, 507
and 516 of 2022 decided on 27.01.2022.
vi.
Civil Appeal No. 2402 of 2022 has been filed by the
Appellant Uttar Pradesh State Power Corporation
Contributory Provident Fund Trust challenging the
judgment and order dated 27.01.2022 passed by the
NCLAT in Company Appeal No. 760 of 2021, whereby
the NCLAT has dismissed the Appeal of the Appellant
and confirmed the order dated 07.06.2021 passed by
the NCLT in M.A. No. 416/2020 in C.P.(IB) No. 4258/
MB/2019 in C.P. No. 4258/2019, rejecting the prayer of
the Appellant seeking repayment of the entire amounts
of matured fixed deposits.
vii. Civil Appeal Nos. 8123-8125 of 2022 have been filed
by the Appellants Senbagha Vivek A and Another (who
were not the Party before the NCLAT), challenging the
impugned common judgment and order dated 27.01.2022
passed by the NCLAT in Company Appeal Nos. 506, 507
and 516 of 2022.
viii. Civil Appeal No. 6286 of 2022 has been filed by the
Appellant THDC India Limited Employee Provident Fund
challenging the impugned judgment and order dated
04.02.2022 passed by the NCLAT in Company Appeal
No. 90 of 2022, whereby it has been held by the NCLAT
inter alia that the commercial wisdom of the CoC while
approving the RP, which has also received the approval of
the Adjudicating Authority as well as the Appellate Tribunal,
cannot be allowed to be questioned in the Appeal.
ix.
Civil Appeal No. 2396 of 2022 has been filed by the
Appellant Uttar Pradesh State Power Sector Employees
Trust challenging the impugned judgment and order dated
356
[2025] 4 S.C.R.
Digital Supreme Court Reports
27.01.2022 passed by the NCLAT in Company Appeal
No. 759 of 2021.
x.
Civil Appeal Nos. 1707-1712 of 2022 have been filed by
the Appellant Kapil Wadhawan (KW), an erstwhile Promoter
and Director of DHFL challenging the impugned judgment
and order dated 14.02.2022 passed by the NCLAT, in
Company Appeal No. 539 of 2021, dismissing the KW's
challenge to the RP of Piramal Capital approved by the
NCLT vide Order dated 07.06.2021 in I.A. No. 449 of 2021
in CP (IB) No. 4258/2019. The said Appeal was dismissed
by the NCLAT on the ground that it had become infructuous
in view of the judgment and order dated 27.01.2022 in
Company Appeal Nos. 454, 455 and 750 of 2021. The
Appellant - KW has also challenged the order dated
27.01.2022 passed by the NCLAT in Company Appeal
No. 647 of 2021, wherein the NCLAT has held inter alia
that the Appellants being an erstwhile Directors who had
vacated their offices on the supersession of the Board
of Directors by the RBI under Section 45-IE (4)(a) of the
RBI Act, cannot claim their entitlement to participate in
the CoC of the CD, and that a superseded Director from
the Board of Directors cannot interfere in the Company's
affairs, per contra a suspended Director always remains
on the erstwhile Board of the Company and assist the
IRP/ RP as per requirement. The Appellant - KW has also
challenged the judgment and order dated 27.01.2022
passed by the NCLAT in Company Appeal Nos.370,
376-377 and 393 of 2021, whereby the NCLAT has set
aside the order dated 19.05.2021 passed by the NCLT,
which had directed the CoC to consider and vote on 2nd
Settlement Proposal of KW.
xi.
Civil Appeal No. 2567 of 2022 has been filed by the
Appellant Dheeraj Wadhawan (DW) challenging the
impugned judgment and order dated 27.01.2022 passed by
the NCLAT in Company Appeal No. 785 of 2020, whereby
the NCLAT has held that the Appellant - DW was not
entitled to participate in the CoC of DHFL.
xii. Civil Appeal Nos. 2987-2988 of 2022 have been filed by
the Appellant Piramal Capital challenging the impugned
[2025] 4 S.C.R.
357
Piramal Capital and Housing Finance Limited (Formerly Known as Dewan Housing
Finance Corporation Limited) v. 63 Moons Technologies Limited & Others
common judgment and order dated 27.01.2022 passed by
the NCLAT in Company Appeal No. 785 of 2020 and 647 of
2021, to the extent NCLAT has held that the RP does not
remain confidential after its approval by the Adjudicating
Authority and that a certified copy of such RP could be
obtained by all and sundry as per Rules.
2.
As per the Order passed by this Court on 26.09.2024, all these
Appeals were heard, after categorizing them into the following three
categories: -
Sr.
No.
Name of the matter
Party/CoC
I. APPEALS RE AVOIDANCE APPLICATIONS- Impugned Order dated
27.01.2022 passed by the Hon'ble NCLAT in Company Appeal (AT) (Ins)
No. 454-455 and 750 of 2021 in relation to treatment of recoveries from
the Avoidance applications provided under the approved Resolution Plan
by Piramal Capital & Housing Finance Limited in the insolvency of Dewan
Housing Finance Corporation Limited
1.
Piramal Capital & Housing Finance Limited
(Formerly known as Dewan Housing Finance
Corporation Limited) v 63 Moons Technologies
Limited and Ors.
Civil Appeal
Nos.16321634 of 2022
2.
Union Bank of India v 63 Moons Technologies
Limited and Ors
Civil Appeal
Nos. 29892991 of 2022
3.
63 Moons Technologies Limited v Piramal Capital
and Housing Finance Corporation Limited (Formerly
known as Dewan Housing Finance Corporation
Limited) & Ors
Civil Appeal
Nos. 36943695 of 2022
II. APPEALS BY FD HOLDERS / NCD HOLDERS- -(a)Impugned Order
dated 27.01.2022 passed by the Hon'ble NCLAT in Company Appeal (AT)
(INS) No. 506, Company Appeal (AT)(INS) No. 507, and Company Appeal
(AT) (INS) No.516 of 2022; (b) Impugned common order dated 27.01.2022
passed by Hon'ble NCLAT in Company Appeal (AT) (INS) No. 759 of 2021
and Company Appeal (AT) (INS) No. 760of 2021; (c) Impugned Order
dated 07.02.2022 passed by Hon'ble NCLAT in Company Appeal (AT)
(Ins) No. 538 of2021; (d) Impugned Order and Judgment dated 04.02.2022
in Company Appeal (AT) (Ins) No. 90 of 2021 challenging the payment
made to the FD Holders/NCD Holders under the approved Resolution
Plan by Piramal Capital & Housing Finance Limited.
358
[2025] 4 S.C.R.
Digital Supreme Court Reports
1.
Raghu KS and Ors. v Piramal Capital and Housing
Finance Limited & Ors
Diary No.
6037 of 2022
2.
Vinay Kumar Mittal & Ors. V. Dewan Housing
Finance Corporation Ltd. &Ors
Civil Appeal
Nos.24132415 of 2022
3.
Uttar Pradesh State Power Sector Employees
Trust v Dewan Housing Finance Corporation
Limited & Anr.
Civil Appeal
No.2396
of 2022 &
Civil Appeal
No.2402 of
2022
4.
U.P. State Power Corporation Contributory
Provident Fund Trust v. Dewan Housing Finance
Corporation Limited and Anr.
"
5.
Senbagha Vivek A. & Anr v Dewan Housing Finance
Corporation Ltd. & Anr.
Diary
No.11104
of 2022/
Civil Appeal
Nos.81238125 of 2022
6.
THDC India Limited Employee Fund v The
Administrator, Dewan Housing Finance Corporation
Ltd.
Civil Appeal
No.6286 of
2022
III. APPEALS BY EX PROMOTERS- (a) Impugned Order dated 14.02.2022
passed in Company Appeal (AT) (Ins) No. 539 of 2021 approving the
Resolution Plan; (b) Impugned Order dated 27.01.2022 passed in
Company Appeal (AT)(Ins) No. 785 of 2020 and 647 of 2021 holding that
the Appellant does not have the right to attend CoC meetings or get a
copy of the Resolution Plan approved by the CoC; (c) Impugned Order
dated 27.01.2022 passed in Company Appeal (AT) (Ins) No. 370 of 2021,
376-377of 2021, 393 of 2021 which set aside the order directing CoC to
consider and vote on the second settlement proposal submitted by Appellant
1.
Kapil Wadhawan v R. Subramaniakumar and Ors. Civil Appeal
Nos.17071712 of 2022
2.
Piramal Capital and Housing Finance Limited
(Formerly known as Dewan Housing Finance
Corporation Limited) v Dheeraj Wadhawan and Anr.
Civil Appeal
Nos.29872988 of 2022
3.
Dheeraj Wadhawan v The Administrator
Civil Appeal
No.2567 of
2022
[2025] 4 S.C.R.
359
Piramal Capital and Housing Finance Limited (Formerly Known as Dewan Housing
Finance Corporation Limited) v. 63 Moons Technologies Limited & Others
(II) FACTUAL BACKGROUND
3.
In these long-drawn proceedings, the Factual matrix may be
summarized as under: -
i.
The DHFL was a housing finance company and a non-banking
financial company regulated under the provisions of NHB
Act and RBI Act, engaged in the business of providing
housing finance services to retail customers, including
under the Pradhan Mantri Awas Yojana (under the credit
linked subsidy scheme) as well as certain project loans,
mortgage finance and construction loans etc. The DHFL
had, for conducting its business availed financial assistance
through a range of instruments including inter alia rupee
loans, external commercial borrowings, non-convertible
debentures, perpetual debentures, subordinate debt, public
deposits etc. from banks, financial institutions, other lenders
like insurance companies, mutual funds, provident funds,
pension funds and individuals. The DHFL was accused of
committing India's one of the biggest financial scams, worth
thousands of crores of rupees, involving accusation of loan
frauds, money laundering, creating web of fake borrowers
and shell companies etc.
ii.
The RBI in exercise of its powers conferred under Section 45-IE
(1) of RBI Act, superseded the Board of Directors of DHFL, on
being satisfied that DHFL had conducted its affairs detrimental
to the interest of its depositors and creditors, and appointed
one Shri R. Subramaniakumar, Ex-MD and CEO of the Indian
Overseas Bank, vide communication dated 20.11.2019.
iii.
The RBI then on 29.11.2019 filed a Company Petition under
Section 227 read with Section 239 (2) (zk) of IBC before the
NCLT, for initiating CIRP proceedings.
iv.
The Adjudicating Authority - NCLT on 03.12.2019 directed
commencement of CIRP of the CD - DHFL and confirmed the
appointment of Mr. R. Subramaniakumar as the Administrator
to perform all functions of the Resolution Professional under
the IBC. On 05.12.2019, the Administrator, by issuing a public
announcement, called upon the creditors of the CD to submit
their claims with proof on or before 17.12.2019.
360
[2025] 4 S.C.R.
Digital Supreme Court Reports
v.
The Administrator received the claims worth Rs.82,247 Crores.
The Administrator, after collating all claims received against the
CD and determining of financial position of the CD, constituted
CoC on 24.12.2019. The Administrator, on 28.01.2020 issued
an invitation for submissions of Expression of Interests (EOI)
and Form 'G' for submission of RPs for the CD in accordance
with the IBC and the relevant Rules and Regulations made
thereunder. Accordingly, the Administrator received 24 EOIs
from the PRAs.
vi.
The Administrator had appointed M/s. Grant Thornton (GT)
as Transaction Auditors for unearthing the transactions under
Section 43 to 51 and 66 of IBC.
vii.
The GT after conducting the transaction audit, submitted a
report to the Administrator, containing particulars of preferential,
undervalued, fraudulent, and extortionate transactions entered
into by DHFL, which could be set aside/ avoided under the said
provisions of IBC. The Administrator, based on the said report
of GT, filed eight Applications before the NCLT regarding the
Preferential, Undervalued, and Extortionate transactions, and
the Applications with regard to the Fraudulent and Wrongful
trading. The said Applications are pending for adjudication
by the NCLT. The total amount involved in the Avoidance
Applications pending before the NCLT is about Rs.45,050/-
Crores.
viii.
On 02.03.2020, the Administrator issued a Request for
Resolution Plan Proposal (RFRP) for DHFL in accordance with
Regulation 36B of CIRP Regulations, 2016. The said RFRP
was revised by the Administrator, and the revised RFRP was
issued on 17.03.2020.
ix.
However, thereafter considering the complexities involved
with respect to the transactions forming part of Section 66
application, the CoC in its Seventh meeting on 10.09.2020
decided that the RFRP may be suitably modified to incorporate
the language which was in the mutual interest of the CoC
members and the RA, by incorporating that the PRAs may
ascribe a value to the transactions to all the transactions that
are being filed under Section 66 and also propose the manner
of dealing with any recoveries therefrom.
[2025] 4 S.C.R.
361
Piramal Capital and Housing Finance Limited (Formerly Known as Dewan Housing
Finance Corporation Limited) v. 63 Moons Technologies Limited & Others
x.
On 16.09.2020, pursuant to the discussion with the CoC,
the Administrator issued a revised and final version of the
RFRP titled "Invitation for Submissions of Resolution Plan for
Dewan Housing Finance Corporation Limited" ("RFRP dated
16 September 2020") in accordance with Regulation 36B of
the CIRP Regulations.
xi.
On 16.10.2022, following the issuance of the RFRP dated
16 September 2020, the Piramal Capital submitted the RP
dated 16.09.2020 for the consideration of the Administrator/
CoC. The Piramal Capital was initially keen on only taking
over the retail assets of the CD and accordingly, submitted its
RP dated 16.09.2020 for Group A assets under Option II (i.e.,
retail assets of the CD). Under this RP, the Piramal Capital
offered an amount of approx. INR 15,000 Crores (plus an
amount of 10% for FDH).
xii.
On 09.11.2020, based on further discussions and upon
requests from the Administrator/ CoC to all PRAs, the Piramal
Capital revised its RP and submitted modified RP on 09.11.2020
(offering an amount of INR 23,700 Crores) and on 17.11.2020
(offering an amount of INR 27,500 Crores), respectively under
Option II for Group A (retail assets) of the CD.
xiii.
On 22.12.2020, upon the request of the CoC, the Piramal
Capital submitted a revised and final RP offering a total
consideration of INR 37,250 Crores comprising cash and
non-cash considerations. Additionally, it also submitted a RP
under Option II for Group A (retail assets) of the CD, it offered
an aggregate amount of INR 27,200 Crores.
xiv.
On 31.12.2020, the erstwhile Director Kapil Wadhawan filed
I.A. No. 2431 of 2020 under Section 60(5) of the Code praying
for a direction for RBI to place before CoC the 2nd Settlement
proposal for consideration.
xv.
On 15.01.2021, all compliant resolution plans (including the
SRA's RP) were put to vote during the voting window. The 63
Moons voted in favour of the RP within its class of debenture
holders and the RP was approved by a majority of 98.94%
votes of the debenture holders. On the basis of the same, the
Authorised representative of the class of debenture holders
362
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Digital Supreme Court Reports
(M/s. Catalyst Trusteeship Limited) voted in favor of the RP
before the CoC. Resultantly, the RP of Piramal was approved
by an overwhelming majority of the CoC with 93.65 % votes.
xvi.
On 24.02.2021, following the approval of the RP by the CoC,
the Administrator filed an I.A. No. 449 of 2021 ("Plan Approval
Application") before the NCLT seeking approval of the RP
under Section 31 of the Code.
xvii.
On 05.03.2021 - The 63 Moons filed an I.A. No. 623 of 2021
in the Plan Approval Application before the NCLT inter alia
challenging the provisions of the RP which provided that the
Section 66 Recoveries will go to the benefit of the SRA.
xviii. On 13.05.2021, the Plan Approval Application and I.A. No.
623 of 2021 were reserved for orders.
xix.
The NCLT vide its Order dated 19.05.2021 allowed the I.A.
No. 2431 of 2020 filed by the erstwhile Director and directed
the Administrator to place the 2nd Settlement Proposal before
the CoC for consideration and voting within 10 days.
xx.
On 23.05.2021, the Administrator, CoC and Piramal filed
Appeals under Section 61 of the Code, being Company Appeal
Nos. 370 of 2021, 376-77 before the NCLAT challenging the
order dated 19.05.2021.
xxi.
On 25.05.2021, the NCLAT while issuing notice stayed the
NCLT order dated 19th May, 2021. Further, the NCLAT vide
the order directed the NCLT to decide the I.A. No. 449 of 2021
(for approval of the RP).
xxii.
On 06.06.2021, Mr. Kapil Wadhawan filed an I.A. No.1229
of 2021 before the NCLT for consideration of his objections
to the RP.
xxiii. On 07.06.2021, the NCLT passed an order granting its approval
to the Plan Approval Application thereby approving the RP.
The NCLT vide a separate order, dismissed the I.A. No. 623
of 2021 filed by the 63 Moons.