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14. The Learned Senior Counsel appearing for Suraksha Reality Limited refuting the submission of learned Senior Counsel for the Appellant submits that proposal dated 18.04.2024 submitted by Suraksha is a proposal to end the litigation and pave a way for implementation of Resolution Plan, which implementation is for protection of the rights of more than 20,000 Homebuyers waiting for their houses for last several years. It is submitted that by 'without prejudice' offer dated 18.04.2024, the SRA has offered 100% payment payable towards additional farmers' compensation. It is submitted that the Appellant has claimed additional farmers' compensation to the extend of Rs.1689 crores, in which claim, the additional farmers' compensation of Rs.330 crores pertaining to land parcel of 1537 acres already subleased by the Corporate Debtor to third parties before CIRP commencement date, cannot be included. It is submitted that Information Memorandum itself noted the fact of sub-lease of land parcel of 1537 acres. It is further submitted that amount of additional farmers' compensation of Rs.143 crores pertaining to land in Noida where projects of Homebuyers are situated also need to be deducted, since additional farmers' compensation regarding the said land has already been paid by Noida Authority. The Appellant cannot seek reimbursement on behalf of Noida Authority. It is submitted that deducting the amount of Rs.330 crores and Rs.143 crores as noted above, additional farmers' claim made Company Appeal (AT) (Insolvency) No.493 of 2023 20 by the Appellant, comes to only Rs.1216 crores, which has been 100% offer made by the Suraksha to the Appellant in 'without prejudice' proposal. It is submitted that payment of Rs.1216 crores in a period of four years is also payment in priority to Financial Creditors. The payment to Operational Creditor is in priority does not mean upfront payment of the entire amount. It is submitted that insofar as recovery of additional farmers' compensation from sub-lessees, Suraksha shall extend all cooperation to YEIDA. It has been submitted that offer has been made in line of larger object of the Code, i.e. insolvency resolution, balancing interest of the stakeholders, which shall also subserve the claim of farmers as well as Homebuyers. It is submitted that even otherwise, the amount offered by the Suraksha comes to 89% payment to the Appellant as compared to Institutional Financial Creditors. It is submitted that claims towards EDC of land parcel located at Tappal and Agra cannot be included in the EDC claims. It is submitted that EDC claim is not a secured claim and the liquidation value of the Appellant being Nil, as per the provisions of Section 30, sub-section (2), the Appellant is not entitled to any payment for EDC claim. It is submitted that no consent of YEIDA is required for transfer of lease hold rights to the SRA and Assenting Financial Creditors. It is submitted that reliance on paragraph 107 of Jaypee Kensington judgment by YEIDA is misplaced. It is submitted that the observation of the Hon'ble Supreme Court in the Jaypee Kensington judgment is limited to the specific treatment, which was proposed by NBCC with regard to the transfer of Expressway and land parcels into different SPVs. Such Company Appeal (AT) (Insolvency) No.493 of 2023 21 treatment of NBCC required consent of YEIDA as per Clause 18.1 of the Concession Agreement. The NBCC had proposed the same treatment without requiring the YEIDA's consent, therefore, the said Plan of the part of disapproved. The present is not a case where any transfer of land as per Clause 18.1 is contemplated. The argument with respect to Windfall gain to Suraksha is incorrect. It is submitted that construction work of more than Rs.6,000 crores is to be executed to deliver 20,000 homes to Homebuyers, wherein there is a significant increase in construction costs since submission of Plan in 2021. Resolution of insolvency, is resolution for more than one lakh people and 20,000 Homebuyers families, 5,000 public depositors families and 10,000 farmers families, 9 Public Sector Banks and State Government.

Company Appeal (AT) (Insolvency) No.493 of 2023 36 "79. We find credence in the submissions made by the Ld. Senior Counsel appearing for the SRA that the dues of YEIDA even if found payable, are at the most, in the nature of an Operational Debt. We are aware that the Hon'ble Supreme Court in the matter of New Okhla Industrial Development Authority Versus Anand Sonbhadra in Civil Appeal No. 2222 of 2021, in the context of NOIDA Authority, (which is similar in status as YEIDA) has held vide its Judgement dated 17.05.2022 that NOIDA Authority is an Operational Creditor. The relevant extracts of the Judgement are reproduced below:

50. We may also notice the judgment of the Hon'ble Supreme Court delivered on 12.02.2024 in "Greater Noida Industrial Development Authority vs. Prabhjit Singh Soni and Another- 2024 SCC OnLine SC 122" as noted above. In the above case, land was acquired under 1976 Act Company Appeal (AT) (Insolvency) No.493 of 2023 46 by the Greater Noida Authority which plot was allotted to the corporate debtor for 90 years lease. Corporate Debtor was put into insolvency during which insolvency proceeding claim was filed by the Greater Noida regarding unpaid instalment payable towards release of lease. Appellant filed its claim as financial creditor whereas Resolution Professional asked the Greater Noida Authority to file its claim in Form B. Greater Noida did not file its claim in Form B afresh. CoC has approved the Resolution Plan which was also approved by the Adjudicating Authority on 04.08.2020, questioning the approval, the Greater Noida Authority has filed an IA before the Adjudicating Authority questioning the Resolution Plan and the decision of the IRP to treat the Greater Noida as operational creditor. Another application was filed for recall of the order dated 04.08.2020. NCLT rejected the application filed by the Greater Noida against which an appeal was filed by the Greater Noida which came to be dismissed. The Hon'ble Supreme Court has occasion to consider the submission of the parties in the above context. Hon'ble Supreme Court in the said case noticed that the Resolution Plan did not specifically place the Greater Noida in the category of a secured creditor even though, by virtue of Section 13-A of the 1976 Act, in respect of the amount payable to it, charge was created on the assets of the corporate debtor. In paragraph 55 of the judgment, Hon'ble Supreme Court laid down following:-

62. The amount of Rs.330 Crores which is liable to be paid for the land which has been transferred to third party, liability of corporate debtor cannot be forsaken on the ground that it has sub-leased to third party. As per Concession Agreement, it was the liability of concessionaire to pay the acquisition cost. We, thus, are of the view that deduction of Rs.330 crores in the amount of claim of Rs.1689 Crores filed by the appellant cannot be permitted.

63. Now we come to another limb of submission with regard to Rs.143 crores in relation to land arranged from the Noida Authority. Counsel for the SRA submitted that Rs.143 crore is the amount which pertains to the land arranged from the Noida for which Noida has made the payment of additional compensation to the farmers, hence, the said amount cannot be recovered. Appellant in its reply has stated that Noida has demanded Rs.247 crores from the Appellant towards the amount of additional compensation. Reference of the letter dated 23.01.2014 has been made in reply filed by the appellant to the additional affidavit. We, thus, are of the view that even if the amount is paid by the Noida towards additional farmers compensation, the same can always be asked from the appellant to reimburse, hence, the amount of Rs.143 crores also cannot be deducted from the claim of Rs.1,689 crores. The amount proposed by the SRA of Rs.1216 Crores thus, cannot be held to be 100% payment of additional compensation to YEIDA towards additional farmers' compensation. Company Appeal (AT) (Insolvency) No.493 of 2023 59