Committee Of Creditors Of Hindusthan ... vs Soneko Marketing Private Limited ...

National Company Law Appellate Tribunal8 July 2025Ashok Bhushan

CitationCompany Appeal (AT) (Insolvency) No. 890 of 2025

Ratio decidendi

The rule this decision rests on

Where a bench divides on a reference, the Tribunal's answer on a question must rest on a majority of the members who expressed a view on it; where no majority view exists on a point, an order cannot be passed on that point as if it were carried by majority, and any direction founded on that point is unsustainable. Suspension of an insolvency professional's authorisation for assignment under Bye-Law 23A of the Model Bye-Laws bars the professional only from accepting new assignments; it does not, of itself, debar him from continuing with pending or existing assignments, which Regulation 7A and the proviso to it recognise as unaffected by the expiry of an authorisation, and which Regulation 13(6) of the Inspection and Investigation Regulations contemplates may continue as directed.

Written by Miss Lucy from the judgment below, not taken from a headnote.

Judgment

As delivered

NATIONAL COMPANY LAW APPELLATE TRIBUNAL,PRINCIPAL BENCH, NEW DELHICompany Appeal (AT) (Insolvency) No. 890 of 2025& I.A. No. 3492 of 2025

[Arising out of Order dated 30.04.2025 read with Order dated 10.06.2025 and 13.06.2025 passed by the Adjudicating Authority (National Company Law Tribunal), Kolkata Bench in Inv. P. No.5 of 2025 in CP(IB) No.369 of 2020]

IN THE MATTER OF:

Girish Siriram Juneja, ...Appellant RP, Hindusthan National Glass & Industries Ltd.

Versus

Soneko Marketing Pvt. Ltd. & Ors. ...Respondents

Present:

For Appellant: Mr. Navin Pahwa, Sr. Advocate and Mr. Gautam Narayan, Sr. Advocate with Mr. Vikram Wadhera, Ms. Smriti Churiwal, Mr. Jaiveer Kant, Advocates. For Respondents: Mr. Joy Saha, Sr. Advocate with Mr. Aditya Shukla, Ms. Pratiksha Sharma, Mr. Ritu Chaudhary, Mr. Ayush Jain, Mr. Mukesh Kumar, Advocates for R-1. Mr. Arun Kathpalia, Sr. Advocate with Ms. Misha, Mr. Siddhant Kant, Ms. Maulshree Shukla, Mr. Yugal Jain, Ms. Gayathri Balasubramanian, Ms. Diksha, Advocates for R-2 (CoC). Mr. Rishav Banerjee, Mr. Utsav Trivedi, Ms. Kiran Sharma, Ms. Manini Roy, Ms. Nandini Acharya, Ms. Pooja Chakraborti, Advocates for R-3. Ms. Manju Bhuteria, Sr. Advocate with Mr. Saurav Jain, Advocate for AGI Greenpac. Mr. Pranjit Bhattacharya, Ms. Salonee Shukla, Advocates for Exclusive Capital Ltd. Mr. Raghenth Basant, Sr. Advocate with Mr. Mudit Gupta, Ms. Sonali Jain, Ms. Kaushitaki Sharma, Mr. Vinayak Sharma, Advocates for Intervener. 2

Company Appeal (AT) (Insolvency) No. 891 of 2025

IN THE MATTER OF:

Girish Siriram Juneja, ...Appellant RP, Hindusthan National Glass & Industries Ltd.

Versus

Soneko Marketing Pvt. Ltd. & Ors. ...Respondents

Present:

For Appellant: Mr. Navin Pahwa, Sr. Advocate and Mr. Gautam Narayan, Sr. Advocate with Mr. Vikram Wadhera, Ms. Smriti Churiwal, Mr. Jaiveer Kant, Advocates. For Respondents: Mr. Joy Saha, Sr. Advocate and Mr. Abhijeet Sinha, Sr. Advocate with Mr. Aditya Shukla, Ms. Pratiksha Sharma, Mr. Ritu Chaudhary, Mr. Ayush Jain, Mr. Mukesh Kumar, Advocates for R- 1. Mr. Arun Kathpalia, Sr. Advocate with Ms. Misha, Mr. Siddhant Kant, Ms. Maulshree Shukla, Mr. Yugal Jain, Ms. Gayathri Balasubramanian, Ms. Diksha, Advocates for R-2 (CoC). Mr. Rishav Banerjee, Mr. Utsav Trivedi, Ms. Kiran Sharma, Ms. Manini Roy, Ms. Nandini Acharya, Ms. Pooja Chakraborti, Advocates for R-3. Ms. Manju Bhuteria, Sr. Advocate with Mr. Saurav Jain, Advocate for AGI Greenpac. Mr. Pranjit Bhattacharya, Ms. Salonee Shukla, Advocates for Exclusive Capital Ltd. Mr. Raghenth Basant, Sr. Advocate with Mr. Mudit Gupta, Ms. Sonali Jain, Ms. Kaushitaki Sharma, Mr. Vinayak Sharma, Advocates for Intervener.

Company Appeal (AT) (Insolvency) No. 892 of 2025

[Arising out of Order dated 30.04.2025 read with Order dated 10.06.2025 and 13.06.2025 passed by the Adjudicating Authority (National Company

Company Appeal (AT) (Ins.) No.890, 891, 892, 911-913 of 2025 3

Law Tribunal), Kolkata Bench in Inv. P. No.5 of 2025 in CP(IB) No.369 of 2020]

IN THE MATTER OF:

Girish Siriram Juneja, ...Appellant RP, Hindusthan National Glass & Industries Ltd.

Versus

Soneko Marketing Pvt. Ltd. & Ors. ...Respondents

Present: For Appellant: Mr. Navin Pahwa, Sr. Advocate and Mr. Gautam Narayan, Sr. Advocate with Mr. Vikram Wadhera, Ms. Smriti Churiwal, Mr. Jaiveer Kant, Advocates. For Respondents: Mr. Joy Saha, Sr. Advocate and Ms. Liz Mathew, Sr. Advocate with Mr. Aditya Shukla, Ms. Pratiksha Sharma, Mr. Ritu Chaudhary, Mr. Ayush Jain, Mr. Mukesh Kumar, Advocates for R- 1. Mr. Arun Kathpalia, Sr. Advocate with Ms. Misha, Mr. Siddhant Kant, Ms. Maulshree Shukla, Mr. Yugal Jain, Ms. Gayathri Balasubramanian, Ms. Diksha, Advocates for R-2 (CoC). Mr. Rishav Banerjee, Mr. Utsav Trivedi, Ms. Kiran Sharma, Ms. Manini Roy, Ms. Nandini Acharya, Ms. Pooja Chakraborti, Advocates for R-3. Ms. Manju Bhuteria, Sr. Advocate with Mr. Saurav Jain, Advocate for AGI Greenpac. Mr. Pranjit Bhattacharya, Ms. Salonee Shukla, Advocates for Exclusive Capital Ltd. Mr. Raghenth Basant, Sr. Advocate with Mr. Mudit Gupta, Ms. Sonali Jain, Ms. Kaushitaki Sharma, Mr. Vinayak Sharma, Advocates for Intervener.

Company Appeal (AT) (Insolvency) No. 911 - 913 of 2025

IN THE MATTER OF:

Committee of Creditors of Hindusthan National ...Appellant

Company Appeal (AT) (Ins.) No.890, 891, 892, 911-913 of 2025 4

Glass & Industries Ltd.

Versus

Soneko Marketing Pvt. Ltd. & Ors. ...Respondents

Present: For Appellant: Mr. Arun Kathpalia, Sr. Advocate with Ms. Misha, Mr. Siddhant Kant, Ms. Maulshree Shukla, Mr. Yugal Jain, Ms. Gayathri Balasubramanian, Ms. Diksha, Advocates. For Respondents: Mr. Joy Saha, Sr. Advocate with Mr. Aditya Shukla, Ms. Pratiksha Sharma, Mr. Ritu Chaudhary, Mr. Ayush Jain, Mr. Mukesh Kumar, Advocates for R-1. Mr. Vikram Wadhera, Ms. Smriti Churiwal, Mr. Jaiveer Kant, Advocates for R-2 (RP). Mr. Rishav Banerjee, Mr. Utsav Trivedi, Ms. Kiran Sharma, Ms. Manini Roy, Ms. Nandini Acharya, Ms. Pooja Chakraborti, Advocates for R-3.

JUDGMENT

(8th July, 2025)

Ashok Bhushan, J.

Company Appeal (AT) (Insolvency) Nos.890 of 2025, 891 of 2025 &

892 of 2025 have been filed challenging the order dated 30.04.2025 read

with orders dated 10.06.2025 and 13.06.2025 passed by the Adjudicating

Authority (National Company Law Tribunal), Kolkata Bench-2 in IVN.P. Nos.

5/KB/2025. Company Appeal (AT) (Insolvency) Nos.890 of 2025, 891 of

2025 & 892 of 2025 have been filed by Resolution Professional- Mr. Girish

Siriram Juneja and Company Appeal (AT) (Insolvency) Nos. 911, 912 and

913 of 2025 have been filed by the Committee of Creditors (CoC) against the

Company Appeal (AT) (Ins.) No.890, 891, 892, 911-913 of 2025 5

orders dated 30.04.2025 read with orders dated 10.06.2025 and

13.06.2025.

2. Brief facts of the case giving rise to these Appeals are:-

2.1. Corporate Insolvency Resolution Process (CIRP) against the Corporate

Debtor- Hindustan National Glass & Industrial Limited commenced by order

dated 21.10.2021. Mr. Girish Siriram Juneja was appointed as Interim

Resolution Professional who was subsequently confirmed as Resolution

Professional. Under the decision of the CoC, the Resolution Professional

issued Expression of Interest (EoI) inviting Resolution Plans. Resolution

Plans were received after issuance of RFRP by the Resolution Professional.

The Resolution Plan submitted by AGI Greenpac Pvt. Ltd. ("AGI") was

approved by the CoC with 98% vote shares of the CoC on 27.10.2022. The

Respondent No.1, an Operational Creditor has filed Intervention Petition

No.18 of 2022 in CP (IB) No. 369 of 2020 seeking to intervene in the main

Company Petition and prayed for removal of the Resolution Professional.

Adjudicating Authority vide order dated 28.04.2023 approved the Resolution

Plan of AGI Greenpac Pvt. Ltd., challenging the said order, several Appeals

were filed in this Tribunal i.e. Company Appeal (AT) (Insolvency) No.807 of

2023 filed by the Respondent No.1, Company Appeal (AT) (Insolvency) No.

735 of 2023 was filed by Independent Sugar Corporation Ltd., another

Resolution Applicant. Company Appeal (AT) (Insolvency) Nos. 607 of 2023 &

724 of 2023 were also filed. All the above Company Appeals were decided by

this Tribunal vide its judgment and order dated 18.09.2023 dismissing all

the Appeals. Aggrieved by order of this Tribunal dated 18.09.2023, Civil

Company Appeal (AT) (Ins.) No.890, 891, 892, 911-913 of 2025 6

Appeals were filed by Respondent No.1 as well as Independent Sugar

Corporation Ltd. Hon'ble Supreme Court vide its judgment and order dated

29.01.2025 decided Civil Appeal No. 6177 of 2023 filed by Independent

Sugar Corporation Ltd., another Resolution Applicant as well as other

Appeals. The Hon'ble Supreme Court vide its judgment dated 29.01.2025 set

aside the order of the Adjudicating Authority as well as the order of this

Tribunal approving the Resolution Plan of AGI Greenpac Pvt. Ltd. Hon'ble

Supreme Court held that as prior approval by the CCI as required by

Section 31 has not been obtained by AGI Greenpac Pvt. Ltd., Resolution

Plan could not have been approved. Hon'ble Supreme Court issued direction

to reconsider the Resolution Plan of Independent Sugar Corporation Ltd.

and any other Resolution Plans which possessed the requisite CCI approval

as on 28.10.2022. After the order of the Hon'ble Supreme Court, on

30.01.2025, a show cause notice was issued by the IBBI to the Resolution

Professional. In consequence of the order of the Hon'ble Supreme Court

dated 29.01.2025, the Resolution Plan of Independent Sugar Corporation

Ltd. was approved on 04.02.2025. On 07.03.2025, Respondent No.1,

Operational Creditor filed Intervention Petition No.5 of 2025 seeking

intervention as well as removal of the Resolution Professional. A W.P. (C)

No.3065 of 2025- "HNG Industries Thozhilalar Nalasangam vs.

Insolvency and Bankruptcy Board of India & Ors." was filed on

12.03.2025 before Delhi High Court seeking a direction that the order dated

30.01.2025 precludes the RP from undertaking any new assignment/s; the

same does not prevent him from continuing with any existing

assignment/s'. Resolution Professional filed reply to Intervention Petition

Company Appeal (AT) (Ins.) No.890, 891, 892, 911-913 of 2025 7

No.5 of 2025. Various Review Petitions were filed before the Hon'ble

Supreme Court for reviewing the judgment dated 29.01.2025 in March

2025. On 30.04.2025, two separate orders were passed by Judicial Member

and Technical Member. Judicial Member framed three points and held that

the intervenor i.e. Respondent No.1 was entitled to intervene in the matter

and further directed replacement of Resolution Professional. Technical

Member gave a different opinion holding that the Respondent No.1 has no

right to intervene in the matter and further view taken by Technical Member

was that other prayers have become infructuous. There being two different

opinions, the Adjudicating Authority made a reference to the President for

appropriate orders on 30.04.2025 itself noticing the point of difference. After

the reference made on 30.04.2025, Hon'ble President constituted a Third

Member to hear the reference and by order dated 10.06.2025, Third Member

gave its opinion. Learned Third Member gave answer to two questions which

were referred to in affirmative. Opinion of Third Member was placed before

the Adjudicating Authority and Adjudicating Authority after noticing the

opinion of Third Member passed the order dated 13.06.2025. Adjudicating

Authority took the view that in view of the majority view on point no.(i) and

(iii), the Application is disposed of.

2.2. Aggrieved by the aforesaid orders dated 30.04.2025, 10.06.2025 and

13.06.2025, these Appeals have been filed.

3. We have heard Shri Navin Pahwa, Learned Senior Counsel for the

Appellant in Appeals filed by the Resolution Professional, Shri Arun

Kathpalia, Learned Senior Counsel for the Appellant in the Appeal filed by

Company Appeal (AT) (Ins.) No.890, 891, 892, 911-913 of 2025 8

the Committee of Creditors of Hindusthan National Glass & Industries Ltd.,

Shri Joy Saha, Learned Senior Counsel for the Respondent No.1- Soneko

Marketing Pvt. Ltd., the Contesting Respondent. Shri Rishav Banerjee,

Learned Counsel has appeared for Independent Sugar Corporation Ltd., one

of the Respondents in the Appeal. Shri Raghenth Basant, Learned Senior

Counsel for the Intervenor (Promoter). We have also heard Learned Counsel

appearing on behalf of the Intervenor- HNG Industries Thozhilalar

Nalasangam.

4. We shall notice first submission advanced by Learned Counsel for the

Appellant in Appeals filed by the Resolution Professional and Appeals filed

by the Committee of Creditors.

5. Learned Senior Counsel appearing for the Appellant (Resolution

Professional) challenging the impugned order submits that the Learned

Judicial Member committed error in passing the order dated 30.04.2025

directing IBBI to remove the Resolution Professional relying on Sections 97

and 98 of the IBC which provisions are not attracted in CIRP under Part II

whereas those provisions were only relevant for CIRP under Part III. The very

basis of the order of the Judicial Member is erroneous and unfounded. It is

submitted that the Learned Judicial Member in its opinion dated

30.04.2025 has also erroneously taken the view on bye-law 23A of Model

Bye-Laws under Schedule II of the IBBI(Model Bye-laws and Governing Body

of Insolvency Professional Agencies) Regulation 2016 by holding that as per

Bye-Law 23, after suspension of AFA, the Resolution Professional cannot

continue with even existing assignment. It is submitted that Bye-Law of 23A

Company Appeal (AT) (Ins.) No.890, 891, 892, 911-913 of 2025 9

only bars Resolution Professional from taking any future assignment after

suspension of AFA. Learned Judicial Member in its opinion has not noticed

the other relevant Regulations governing the field. It is further submitted

that the opinion dated 30.04.2025 of Judicial Member was not agreed upon

by the Technical Member, gave separate opinion holding that Respondent

No.1 had no locus to file the application, and that the prayers made in the

application by Respondent No.1 has become infructuous. There being

divergence of opinion between Judicial Member and Technical Member

matter was referred to the President, NCLT for making a reference. In the

reference only two questions were referred which did not include the

question regarding the removal of Resolution Professional by the IBBI. Third

Member vide its order dated 10.06.2025 had concurred with the opinion of

the Judicial Member that the Respondent No.1 has locus to file application

but Third Member did not express any opinion on the merits of the prayers

including Point No.(iii) as framed by Judicial Member. The order dated

13.06.2025 passed by the Adjudicating Authority erroneously observed that

the application is disposed of in view of the majority opinion and Point Nos.

(i) and (iii), there was no majority opinion on Point No.(iii) (as was framed by

Judicial Member), hence, the order dated 13.06.2025 is not in accordance

with the majority opinion and is unsustainable. It is submitted that under

Section 419(3) of the Companies Act, the order can be passed on the basis of

opinion of the majority of the members. It is submitted that the Respondent

No.1 had already filed Intervention Petition No.18 of 2022 where prayer for

removal of the Resolution Professional was taken which application remain

pending. It is submitted that the Intervention Petition No.5 of 2025 has been

Company Appeal (AT) (Ins.) No.890, 891, 892, 911-913 of 2025 10

filed by Respondent No.1 only with intent to delay and derail the CIRP

process and to ensure that the CIRP process is not completed. Counsel for

the Appellant refers to the judgment dated 29.01.2025 of the Hon'ble

Supreme Court where Hon'ble Supreme Court has rejected the Resolution

Plan of AGI and directed for voting on the Resolution Plan of Independent

Sugar Corporation Ltd., which was indeed has been approved by the CoC on

04.02.2025 and nothing was required to be done by the Resolution

Professional except to bring the approval of the Resolution Plan before the

Adjudicating Authority for passing the necessary orders. It is submitted that

the Hon'ble Supreme Court by its order dated 16.05.2025 in the Review

Petition has directed the completion of entire process within 6 weeks, but

the order passed by the Adjudicating Authority tends to create a situation in

which timeline fixed by the Hon'ble Supreme Court are difficult to be

complied with. The submission of the Counsel for the Respondent No.1 that

the Appellant has no locus to file this Appeal is wholly misconceived. The

directions have been passed by the Adjudicating Authority to the IBBI to

remove the Appellant which can very well be questioned and challenged by

the Appellant. It is submitted that the Resolution Professional is taking

every steps to ensure the compliance of the direction passed by the Hon'ble

Supreme Court dated 29.01.2025 as well as 16.05.2025. Reliance on First

Information Report filed against the Appellant is misplaced since neither any

charge sheet has been filed nor any charges have been framed in any of the

FIR.

Company Appeal (AT) (Ins.) No.890, 891, 892, 911-913 of 2025 11

6. Counsel for the Appellant- Committee of Creditors submits that there

is no majority opinion with regard to removal of the Resolution Professional

as directed by Judicial Member in its opinion dated 30.04.2025, neither any

question of difference of opinion with regard to removal of Resolution

Professional was framed nor Third Member gave any opinion on Point No.(iii)

as framed by Judicial Member. The judgment dated 13.06.2025 purporting

to decide the Intervention Petition No.05/KB/2025 on the basis of majority

opinion is erroneous and misplaced there being no majority opinion on Point

No.(iii) i.e. replacement of Resolution Professional. The Adjudicating

Authority in its order dated 13.06.2025 has erred in observing that on the

majority opinion on Point No.(iii), application is disposed of. Counsel for the

Appellant submits that the suspension of authorisation for assignment

(AFA) does not bar Resolution Professional to continue with existing

assignment. Counsel for the Appellant submits that the Adjudicating

Authority had not appreciated Regulation 7A of the Insolvency and

Bankruptcy Board of India (Insolvency Professionals) Regulations, 2016.

Counsel for the Appellant has also referred to Regulation 13 of the

Insolvency and Bankruptcy Board of India (Inspection and Investigation)

Regulations, 2017 and submits that the scheme of Regulation indicates that

the Resolution Professional on suspension of AFA is not debarred from

continuing with existing assignment. Counsel further relied on the judgment

of the Bombay High Court in "Kairav Anil v. IBBI & Ors. 2024 SCC

OnLine Bom 2572" and the order of the Delhi High Court in W.P. (C)-

3065/2025-"HNG Industries Thozhilalar Nalasangam" (supra). It is

submitted that the CoC has expressly made it clear and submitted before

Company Appeal (AT) (Ins.) No.890, 891, 892, 911-913 of 2025 12

the Adjudicating Authority that the CoC has full confidence in the

Resolution Professional to complete the process. It is submitted that in fact

the order of the Hon'ble Supreme Court dated 29.01.2025 only directed re-

voting on the Resolution Plan of Independent Sugar Corporation Ltd. and

other eligible Resolution Plans with respect to which voting it is only CoC

who has to exercise its voting rights. The issue of replacement of Resolution

Professional was raised by the Respondent No.1 who had only 0.20% debt in

the total admitted debt of the Corporate Debtor only with intent to delay

and derail the CIRP process and to ensure that the process is not completed

within the time allowed by the Hon'ble Supreme Court. It is submitted that

the Learned Judicial Member has taken an erroneous view in its opinion

dated 30.04.2025 and further the Adjudicating Authority committed error in

passing order dated 13.06.2025 which is unsustainable. It is submitted that

the Respondent No.1 has no locus to intervene in the CIRP and Intervention

Application filed with motive to scuttle the CIRP.

7. Shri Joy Saha, Learned Senior Counsel appearing for the Respondent

No.1, the Operational Creditor who had filed the Intervention Petition No.5

of 2025 has supported the impugned order and submits that the Resolution

Professional has no locus to file these Appeals. It is submitted that on

suspension of AFA w.e.f. 30.01.2025 after issuance of show-cause notice

issued by the IBBI on the complaints filed against the Resolution

Professional with respect to the Corporate Debtor, Resolution Professional is

clearly debarred from continuing as the Resolution Professional of the

Corporate Debtor. It is further submitted by the Counsel for the Respondent

Company Appeal (AT) (Ins.) No.890, 891, 892, 911-913 of 2025 13

No.1 that the issue is fully covered by judgment of Madras High Court in

"CA. V Venkta Sivakumar Vs. IBBI 2024 OnLine Madras 156" where

Madras High Court was considering challenge to Bye-Laws 23A and

observed that the intent is to keep the erring person away from the office.

Against the judgment of the Madras High Court, Special Leave Petition was

also filed before the Hon'ble Supreme Court being SLP (Civil) No.4726 of

2024 which has been dismissed by a reasoned order upholding the

constitution validity of Bye-Laws 23A. It is submitted that the Judgment of

the Madras High Court has also been relied and reiterated by Bombay High

Court in its judgment "Kairav Anil Trivedi" (supra), hence, after

suspension of AFA, Resolution Professional cannot even continue with the

existing assignment and the Learned Judicial Member has rightly directed

for the replacement of the Resolution Professional by the IBBI. It is

submitted that there was no question of rehearing the matter by the

Adjudicating Authority after receipt of the third opinion on 10.06.2025. It is

submitted that the conduct of the Resolution Professional indicate that he is

not eligible to continue as the Resolution Professional of the Corporate

Debtor. The Resolution Professional after the suspension of AFA never

approached the Adjudicating Authority seeking permission to continue. CoC

never convened a meeting to discuss the suspension of the Resolution

Professional or approached the Adjudicating Authority challenging the

removal of the Resolution Professional. It is submitted that the Adjudicating

Authority and the CoC has power to remove the Resolution Professional

under Section 27. It is submitted that the Regulation 7A of the Insolvency

and Bankruptcy Board of India (Insolvency Professionals) Regulations, 2016

Company Appeal (AT) (Ins.) No.890, 891, 892, 911-913 of 2025 14

merely state that after 31.12.2019 a Resolution Professional cannot

continue if it has no valid AFA. The said Regulation is completely silent

about the authority of the Resolution Professional with existing assignment.

Regulation 13(6) of the Insolvency and Bankruptcy Board of India

(Inspection and Investigation) Regulations, 2017 does not touch upon the

automatic suspension of the Resolution Professional. It is submitted that the

Respondent No.1 in no manner is standing against the compliance of the

order of the Hon'ble Supreme Court dated 29.01.2025 and 16.05.2025. It is

submitted that the Hon'ble Supreme Court while passing the order dared

29.01.2025 was never made aware of the suspension of the Resolution

Professional and the direction of the Hon'ble Supreme Court cannot be

treated to mean that the Supreme Court has permitted Girish Shriram

Juneja to continue as Resolution Professional.

8. Shri Rishav Banerjee, Learned Counsel for Independent Sugar

Corporation Ltd. supported the submissions of the Appellant and submits

that the Resolution Plan of Independent Sugar Corporation Ltd. has been

approved by the CoC on 04.02.2025 and after the order dated 16.05.2025 of

the Hon'ble Supreme Court on 10.06.2025. It is submitted that the 6 weeks'

time has already expired on 27.06.2025. The Resolution Plan approval

application needs to be taken and decided by the Adjudicating Authority. It

is submitted that it is the CoC and not the Resolution Professional who has

approved the Resolution Plan. Resolution Professional has no role except to

place the Resolution Plan before the CoC. It is submitted that the

Respondent No.1 is raising the above objection at the instance of promoters

Company Appeal (AT) (Ins.) No.890, 891, 892, 911-913 of 2025 15

of the Corporate Debtor. It is submitted that the Counsel for the Respondent

No.3 also adopt the submission made by the Appellant with regard to

entitlement of the Resolution Professional to continue with existing

assignment. It is submitted that the suspension of AFA only precludes the

Resolution Professional from taking any new assignment and does not

prevent him from continuing with existing assignment. It is submitted that

in the Review Petition filed before the Hon'ble Supreme Court, the issue

pertaining to suspension of AFA was also raised before the Hon'ble Supreme

Court. Review Petition was dismissed on 16.05.2025. It is further submitted

that the Learned Judicial Member has recused himself on 24.06.2025 from

the proceedings. It is submitted that the various applications were filed

before the Adjudicating Authority including threat of contempt which led to

recusal of the Member Judicial.

9. We have noticed above that Learned Counsel for the HNG Industries

Thozhilalar Nalasangam as well as Counsel appearing for the promoter

sought intervention in the matter. Promoters have also filed an IA No.23573

of 2025 on behalf of Mr. Mukul Somani & Anr. The order impugned has

been passed on the application filed by Respondent No.1 who is the

Contesting Respondent and has been heard at length by us. We have

already noticed the judgment of the Hon'ble Supreme Court dated

29.01.2025 and 16.05.2025, by which the Court has passed a direction that

the entire process needs to be completed within 6 months from 16.05.2025.

We are of the view that in this Appeal no intervention needs to be permitted.

Company Appeal (AT) (Ins.) No.890, 891, 892, 911-913 of 2025 16

10. After having heard Counsel for the parties and perusing the record,

following are questions arise for consideration in these Appeals:-

(I) Whether in the facts of the present case there was any majority

opinion on Point No.(iii) (Whether Resolution Professional is

debarred to continue with pending/ existing assignments and

replacement of Resolution Professional is required) to dispose of

Intervention Petition No.5 of 2025 accordingly?

(II) Whether suspension of authorisation for assignment (AFA)

under Bye- Law 23A of Model Bye-Laws shall debar the

Resolution Professional to continue with pending/ existing

assignment or Resolution Professional is only prohibited to take

new assignment?

(III) Whether the order of the Adjudicating Authority dated

13.06.2025 is sustainable and in accordance with law?

Question No.(I)

11. Intervention Petition No.05 of 2025 was filed by the Respondent No.1,

an Operational Creditor having 0.20% debt of the total debt of the Corporate

Debtor. As noted above, the CIRP process against the Corporate Debtor had

commenced on 21.10.2021. In the CIRP process, the Resolution Plan of AGI

Greenpac Pvt. Ltd. was approved on 27.10.2022 which was approved by the

Adjudicating Authority by an order dated 28.04.2023 against which several

Appeals were filed with this Tribunal which Appeals were dismissed by

judgment and order dated 18.09.2023 challenging which order further

Company Appeal (AT) (Ins.) No.890, 891, 892, 911-913 of 2025 17

Appeals were filed in the Hon'ble Supreme Court being Civil Appeal No.6177

of 2023 titled as "Soneko Marketing Pvt. Ltd. v/s Mr. Girish Sriram

Juneja & Ors." with other Appeals. The Hon'ble Supreme Court allowed the

Appeals vide judgment and order dated 29.01.2025 in "Independent Sugar

Corporation Ltd. v. Girish Sriram Juneja & Ors.- (2025) 5 SCC 209"

with other Appeals. The Hon'ble Supreme Court rejected the Resolution Plan

of AGI Greenpac Pvt. Ltd. on the ground that prior approval of the CCI was

not obtained. It is useful to extract paragraphs 152 and 153 which is as

follows:-

"152. Therefore, a balance between the need for expeditious relief and adherence to the statutory framework must necessarily be maintained, in order to ensure that the objectives of both, the IBC and the Competition Act are met in a manner that supports India's long-term economic aspirations.

153. The upshot of the above discussion are the following orders:

153.1. The AGI Greenpac's Resolution Plan is unsustainable as it failed to secure prior approval from the CCI, as mandated under the proviso to Section 31(4) of the IBC. Consequently, the approval granted by the CoC to the Resolution Plan dated 28.10.2022 without the requisite CCI approval, cannot be sustained and is hereby set aside and quashed.

153.2. Any action taken pursuant to the Resolution Plan shall stand nullified, and the rights of all stakeholders shall be restored as per status quo ante, prior to the

Company Appeal (AT) (Ins.) No.890, 891, 892, 911-913 of 2025 18

approval of the Resolution Plan by the CoC on 28.10.2022.

153.3. Consequently, the CoC shall reconsider the Appellant's Resolution Plan and any other Resolution Plans which possessed the requisite CCI approval as on 28.10.2022 i.e., the date on which the CoC voted upon the submitted Resolution Plans."

12. After the order dated 29.01.2025 of the Hon'ble Supreme Court,

Resolution Plan of Independent Sugar Corporation Ltd. was approved by the

CoC on 04.02.2025. Intervention Petition No.5 of 2025 was filed by

Respondent No.1 on 07.03.2025 praying for large number of reliefs

including prayer for removal of the Resolution Professional. In the

Intervention Petition No.5 of 2025, reply was filed by the Resolution

Professional objecting to the application and prayers made on which

intervention petition a split opinion was delivered by Judicial Member and

Technical Member. Learned Judicial Member in its order dated 30.04.2025,

after noticing the pleadings in Intervention Petition and reply submitted by

the Resolution Professional, framed three points for consideration in

paragraph 17 of the judgment. Paragraph 17 of the judgment is as follows:-

"17. After having gone through pleading of the parties, legal aspects thereon and hearing Learned Counsels for the parties, the following points emerges for consideration and decision thereon:

(i) Whether the applicant has the right to intervene in the CIRP process of the Corporate Debtor?

(ii) Whether entire CIRP process initiated by the respondents including decisions taken by the

Company Appeal (AT) (Ins.) No.890, 891, 892, 911-913 of 2025 19

Committee of Creditors (CoC) starting from September 30, 2022 and action initiated after the order dated 29th January 2025 passed by the Hon'ble Apex Court requires to be quashed and set aside

(iii) Whether Resolution Professional is debarred to continue with pending/existing assignments and replacement of resolution professional is required?

13. On Point No.(i), Learned Judicial Member held that the applicant has

right to intervene in the present matter. On Point No.(ii), Learned Judicial

Member held that the entire action of Respondent except approval of the

Resolution Plan of AGI Greenpac Pvt. Ltd. which has already been set aside

by the Hon'ble Supreme Court, could not be set aside as prayed in the

instant application. On Point No.(iii), Learned Judicial Member after

referring to Sections 97 and 98 of the IBC, judgment of the Hon'ble High

Court of Madras in case of CA. V. Venkta Sivakumar(Surpa), judgment of

the Hon'ble Bombay High Court in case of Kairav Anil Trivedi (Supra) and

clause 23A of Bye-Laws came to the opinion that there is automatic

suspension of Authorisation of Assignment of Resolution Professional upon

initiation of disciplinary proceedings then the resolution professional should

not be allowed to continue even with the pending assignment which finding

has been returned in paragraph 46 of the order which are as follows:-

"46. Therefore, in view of the above, we have no hesitation to hold that when there is automatic suspension of Authorisation of Assignment of Resolution Professional upon initiation of disciplinary

Company Appeal (AT) (Ins.) No.890, 891, 892, 911-913 of 2025 20

proceedings then the resolution professional should not be allowed to continue even with the pending assignment till disciplinary proceedings are concluded or suspension is revoked."

14. In paragraph 48, Learned Judicial Member directed IBBI to replace

the present Resolution Profession by another Resolution Professional to

conduct CIRP process as per the provision of law which direction is

contained in paragraphs 48 and 49 of the order:-

"48. Therefore, in view of the above, we direct the Insolvency and Bankruptcy Board of India(IBBI) to replace the present Resolution Profession by another Resolution Professional to conduct CIRP process as per provision of law.

49. Registry is hereby directed to forward a copy of this order to IBBI for its consideration and necessary action thereon."

15. Learned Technical Member disagreed with the opinion as given by

Judicial Member and held that prayer (a) for seeking intervention is not

allowed. Learned Technical Member held that all prayers have become

infructuous. The conclusion of the Technical Member is as follows:-

"The applicant has not only sought the relief to intervene in the process but also has sought relief against many grievances as good as entire process as covered in prayers mentioned above in the intervention application itself, without filing a separate application for the remedy against the

Company Appeal (AT) (Ins.) No.890, 891, 892, 911-913 of 2025 21

grievances which is not the nature of "intervention application". The nature itself for the intervention application is to seek relief for intervening in the particular interlocutory application filed by any other person in the CIRP of the Corporate Debtor, which otherwise is affecting the rights or interests of the aggrieved person and limited to the extent of prayer for intervention in that application. Thereby, it restricts to allow the grant for intervention in the prayers for which there is no specific application linked.

Conclusion:

Considering above, the prayer "a" is Not Allowed with the liberty to file intervention application against specific grievance/s linked to interlocutory application with explaining the locus for filing such application. Accordingly, all other prayers become infructuous. The instant application is accordingly stands disposed of."

16. There being difference of opinion between Judicial Member and

Technical Member, on same day i.e. 30.04.2025 another order was passed

making a reference to the President. Order dated 30.04.2025 making

reference is as follows:-

"1. The matter was heard and kept for orders on 30.04.2025.

2. There is a difference of opinion between Member (Judicial) and Member (Technical) in regard to intervene in the CIRP of Corporate Debtor being CP (IB)No 369/KB/2020.

Company Appeal (AT) (Ins.) No.890, 891, 892, 911-913 of 2025 22

3. The point of issue on which the Members have differed is whether a party can seek a relief to intervene in the Company Petition which is already admitted vide admission order dated 21.10.2021. The difference of opinion is also on account of whether a party can seek various relief in the intervention application directly linking to the company petition vis a vis the entire CIRP and not linking his grievance/s to a particular application or by filing separate application, which defeats the whole purpose/nature of "intervention" types of application.

4. Let the matter be referred to the Hon'ble President, NCLT, Principal Bench, New Delhi for appropriate orders."

17. A perusal of the order of reference indicate that only two points were

noticed on which Members have differed they are (i) whether a party can

seek a relief to intervene in the Company Petition which was already

admitted vide admission order dated 21.10.2021 (ii) the difference of opinion

is also on account of whether a party can seek various relief in the

intervention application directly linking to the company petition vis a vis the

entire CIRP and not linking his grievance/s to a particular application or by

filing separate application, which defeats the whole purpose/nature of

"intervention" types of application.

18. Under the order of the President, the matter was referred to Third

Member for opinion. The Third Member after noticing the facts leading to

reference, the order of the Hon'ble Supreme Court dated 29.01.2025,

Company Appeal (AT) (Ins.) No.890, 891, 892, 911-913 of 2025 23

noticed the order dated 30.04.2025 in which difference was noticed, has

made following observation in paragraph 7 of the order:-

"7. Since the present reference made to me is only with respect to the issue of whether a party can seek intervention in the company petition which is already admitted by the Adjudicating Authority and whether a party can seek various reliefs qua the CIRP process directly in the intervention application, it is pertinent to make a reference to the separate orders authored by the Hon'ble Members of the Division Bench which deals with the issues on which they differed. The relevant excerpt of the order dated 30.04.2025 in which the points of difference between the Hon'ble Members has been recorded reads thus: -

"2. There is a difference of opinion between Member (Judicial) and Member (Technical) in regard to intervene in the CIRP of Corporate Debtor being CP (IB)No 369/KB/2020.

Company Appeal (AT) (Ins.) No.890, 891, 892, 911-913 of 2025 24

purpose/nature of "intervention" types of application.

4. Let the matter be referred to the Hon'ble President, NCLT, Principal Bench, New Delhi for appropriate orders." (Emphasis Supplied)"

19. Hon'ble Third Member in paragraph 13 of the judgment noticed two

points on which opinion of Third Member is sought. Paragraph 13 of the

order is as follows:-

"13. However, as per the reference made to me by the Hon'ble President, the issues on which my opinion is sought is restricted to the following two points:

i. Whether a party can seek a relief to intervene in the Company Petition which is already admitted vide admission order dated 21.10.2021; ii. Whether a party can seek various relief in the

intervention application directly linking to the company petition vis a vis the entire CIRP and not linking his grievance/s to a particular application or by filing separate application."

20. Both the above Points No.(i) and (ii), as noticed above, were answered

by Learned Third Member in affirmative. Point No.(i) was answered in

paragraph 24 in following manner:-

"24. In the wake, the issue (i) i.e. whether a party can seek a relief to intervene in the Company Petition which is already admitted vide admission

Company Appeal (AT) (Ins.) No.890, 891, 892, 911-913 of 2025 25

order dated 21.10.2021, is answered in the affirmative."

21. With respect to Point No.(ii), Point No.(ii) was also answered in

affirmative.

22. Learned Third Member has also observed that it would not be proper

for Third Member to comment upon the maintainability of the application for

the reliefs sought in clause (b) to (q) of the prayer clause of the intervention

petition, the same needs to be examined separately and independently. In

paragraph 34, following observation has been made by the Learned Third

Member:-

"However, whether the plea raised by the stakeholders who should be accepted it or not or whether, the direction sought to be issued by him should be granted or not is question of merit and need to be examined with reference to the facts of the case. It would not be proper for me to comment upon the maintainability of the application for the reliefs sought in clause (b) to (q) of the prayer clause of the intervention petition. The same needs to be examined separately and independently. However as far as the locus to seek the direction is concerned, the applicant has such locus. Though no such question is referred to before my consideration, but during the course of hearing the parties could raise the issue as to whether the multiple reliefs can be sought in a single application or not. Nevertheless, it is stare decisis that connected and consequential relief can be sought in a single application."

Company Appeal (AT) (Ins.) No.890, 891, 892, 911-913 of 2025 26

23. In paragraph 35 of the order, it is clearly observed that the Third

Member is not expressing any comment on prayers contained in clauses (b)

to (q). In paragraph 35 following has been observed:-

"Could Hon'ble Technical Member record finding on the relief sought in clause (b) to (q) contained in the application; to give finality to the controversy, I could have expressed my opinion thereon. However, since the Hon'ble Technical Member could express her view only qua locus of the applicant to make the prayers contained in clause (b) to (q) of the intervention petition and not qua admissibility of the relief as sought in the intervention petition, it is not open for me to comment on such prayers."

24. It is useful to quote the concluding paragraphs 36 and 37 of the

Learned Third Member which is as follows:-

"36. In the wake, the issue (ii) i.e., whether a party can seek various relief in the intervention application directly linking to the company petition vis a vis the entire CIRP, is answered in the affirmative.

37. It is made clear that I have only expressed my opinion on the two legal points to which the Hon'ble Members of the Division Bench have different views. I have not opined on the merits of the reliefs which have been sought by the Applicant in the captioned intervention application since the same are not the point of reference made to me. It is for the Hon'ble Members of the Division Bench to adjudicate on such reliefs. It goes without saying that due deference needs

Company Appeal (AT) (Ins.) No.890, 891, 892, 911-913 of 2025 27

to be shown to the Order dated 16.05.2025 passed by the Hon'ble Supreme Court in Review Petition no. 657 of 2025 in Civil Appeal No. 6071 of 2023."

25. The opinion given by Third Member dated 10.06.2025 was placed

before the Adjudicating Authority and the Adjudicating Authority passed

order on 13.06.2025 disposing of Intervention Petition No.5 of 2025. It is

useful to extract the entire order dated 13.06.2025 which is as follows:-

"IVN.P(IBC)/5 /KB/2025

1. We were having difference of opinion on the question framed by us in this instant intervention application no. IVN.(IB)/05/2025. In view of the difference of opinion between us, the matter was placed before Hon'ble President for hearing on point of difference by one or more Members of the Tribunal.

2. We have received the copy of order passed by Learned Third Member upon reference made to him on points of difference in the present IVN. (IB) No. 05 of 2025. We have gone through the decision of Learned Third Member on the points of difference referred to him.

3. Insofar as decision on Point no. (ii) on IVN No.05/KB/2025 in our order dated 30.4.2025 is concerned, with due respect to order dated May 16, 2025 passed by the Hon'ble Apex Court in a review petition bearing no. 657 of 2025 in Civil Appeal No. 6071 of 2023, Diary No. 11154 of 2025 in Civil Appeal No. 6071 of 2023, IA No. 383382 of 2025, IA No. 38386 of 2025 and IA No. 98414 of 2025inCivil Appeal No. 6071 of 2023, it is observed that the order on Point no. (ii) has being infructuous as Hon'ble Apex Court

Company Appeal (AT) (Ins.) No.890, 891, 892, 911-913 of 2025 28

has directed the CoC to reconsider the resolution plan after taking note of three aspects submitted by the INSCO. Thereafter, the CoC has been directed to consider for approval the Resolution Plan of INSCO with period of two weeks from the date of order passed by the Hon'ble Apex Court.

4. Therefore, in view of our majority view on point no.(i)and (iii), the present application stands disposed of with no order as to cost.

5. Registry is hereby directed to supply the certified copy of this order to the parties as per Rules.

6. Registry is further directed to forward a copy of this order to Insolvency and Bankruptcy Board of India."

26. After noticing the sequence of the events and contents of the order

dated 30.04.2025 of both Judicial Member and Technical Member, order of

reference dated 30.04.2025, opinion of Third Member dated 10.06.2025 and

ultimate order passed on 13.06.2025, the question to be answered is

whether there was any majority opinion on Point No.(iii). The order dated

13.06.2025 indicates that the reference of Point Nos.(i), (ii) and (iii) in the

order is reference of Point no.(i), (ii) and (iii) as was framed by Judicial

Member in order dated 30.04.2025 and contained in paragraph 17 of the

order which has been extracted above. In the order dated 13.06.2025,

paragraph 4 mentions following:-

"4. Therefore, in view of our majority view on point no.(i)and (iii), the present application stands disposed of with no order as to cost."

Company Appeal (AT) (Ins.) No.890, 891, 892, 911-913 of 2025 29

27. What has been held by the Adjudicating Authority is that "in view of

our majority view on point no.(i) and (iii), the present application stands

disposed of".

28. On Point No.(i) i.e. "Whether the applicant has the right to intervene in

the CIRP process of the Corporate Debtor", there is a clear majority opinion

i.e. opinion given by Learned Judicial Member in its order dated 30.04.2025

and opinion given by Third Member in order dated 10.06.2025 that

applicant has right to intervene. In view of the aforesaid decision on Point

No.(i) was in accordance with majority. However, the order dated 13.06.2025

proceeds on the premise that there is majority view on Point No.(iii). Point

No.(iii), as noted above, was "Whether Resolution Professional is debarred to

continue with pending/existing assignments and replacement of resolution

professional is required?" On Point No.(iii), we have already noticed that in

the reference order dated 30.04.2025, Point No.(iii) was not included as

point of difference between the parties. Learned Technical Member has held

that applicant had no locus to intervene in the matter and other prayers

were held to become infructuous, thus, there was negative opinion

expressed on Point No.(iii) by Technical Member. The Third Member vide its

opinion dated 10.06.2025 has noted two points of difference on which

opinion of Third Member has been sought. Point of difference as has been

noticed by Third Member itself in paragraph 13 does not include Point

No.(iii) which is referred in Paragraph 4 of the order dated 13.06.2025. Third

Member has clearly expressed that he is not expressing any opinion on the

merits of the prayers (b) to (q) and his answer is only with regard to locus of

Company Appeal (AT) (Ins.) No.890, 891, 892, 911-913 of 2025 30

applicant and Point Nos. (i) and (ii) were answered in affirmative. Thus, Point

No.(iii) as framed by Judicial Member in its order dated 30.04.2025 was

neither subject of reference to Third Member nor any opinion was given by

Learned Third Member on Point No.(iii). Thus, there is no question of any

majority opinion on Point No.(iii) and the Adjudicating Authority in its order

dated 13.06.2025 has erroneously held that in view of the majority view on

Point No.(i) and (iii), the application is disposed of. We, thus, hold that there

was no majority view on Point No.(iii) and Intervention Petition could not

have been disposed of accordingly. The substance of the order of

Adjudicating Authority dated 13.06.2025 is that both Point Nos.(i) and (iii)

have been decided in favour of the Applicant. There being no majority

opinion on Point No.(iii), the order passed in paragraph 4 for disposing of the

application on Point No. (iii) is not sustainable. The majority opinion of

Judicial Member and Third Member was only on the locus of the applicant

which was affirmatively decided. No other prayers were considered by Third

Member except prayer (a) in the application which was only seeking

intervention in the application. It is useful to notice prayers (a) and (b) in the

Intervention Petition No.5 of 2025 filed by the Respondent No.1 which

prayers (a) and (b) are as follows:-

"a. Leave be granted to intervene in this CIRP of HNGIL being C.P. (1B) No. 369/KB/2020;

b. Mr. Girish Siriram Juneja, Insolvency Professional [IBBI/IPA-001/IPP00999/2017-2018/11646], being Respondent No. 1, be removed with immediate effect for his alleged misconduct and the CoC be directed, or alternatively, this Learned Tribunal be pleased to

Company Appeal (AT) (Ins.) No.890, 891, 892, 911-913 of 2025 31

appoint an independent and qualified Resolution Professional, having no connection with E& Y Restructuring LLP or any of the CoC Members, in place of Mr. Girish Siriram Juneja."

29. As per the majority opinion i.e. opinion by Judicial Member and Third

Member the only prayer (a) was allowed. There was no majority opinion on

prayer (b) which is Point No.(iii). Thus, it is held that there is no majority

opinion with respect to Point No.(iii) i.e. on prayer (b). The order of the

Adjudicating Authority dated 13.06.2025, thus, has to be held to confine to

prayer (a) i.e. grant of leave to Respondent No.1 to intervene. Prayer (b)

cannot be held to be granted. We, thus, answer Question No.(i) in the

following effect:-

There was no majority opinion on Point No.(iii) (Whether Resolution

Professional is debarred to continue with pending/existing assignments and

replacement of resolution professional is required?), hence, the Intervention

Petition No.5 of 2025 could not have been disposed of on any majority

opinion on Point No.(iii).

Question No.(II)

30. Learned Judicial Member in its opinion dated 30.04.2025 has held

that suspension of authorization for assignment of the RP shall debar the RP

to continue with pending/ existing assignments, hence, direction was issued

by learned Judicial Member in paragraph-48, directing the IBBI to replace

the present RP, by another RP to conduct CIRP as per provisions of law.

The directions in paragraph-48 are as follows:

Company Appeal (AT) (Ins.) No.890, 891, 892, 911-913 of 2025 32

31. Learned Counsel for Respondent No.1 has placed reliance on Bye-Law

of 23A of the IBBI (Model Bye-Laws and Governing Board of Insolvency

Professional Agencies) to support his submission that suspension of

Authorization for Assignment ("AFA") of the RP, the RP cannot continue in

the CIRP of the CD and had to be replaced. Learned Counsel for

Respondent No.1 has supported the opinion of the learned Judicial Member

dated 30.04.2025, relying on Bye-Law of 23A and the judgment of the

Madras High Court in CA V. Venkata Sivakumar (supra). Learned Counsel

for the Appellant on the other hand has placed reliance on Regulations

framed under the IBC as well as the judgment of the Bombay High Court

Kairav Anil Trivedi (supra) and Delhi High Court judgment in HNG

Industries Thozhilalar Nala Sangam.

32. We need to first notice the relevant statutory provisions governing the

subject. The relevant statutory provisions framed under the IBC, Bye-Law

23A of Model Bye-Laws are the Bye-Laws, which are part of Schedule to the

IBBI (Model Bye - Laws, and Governing Board of Insolvency Professional

Agencies) Regulations, 2016. The above Regulations are framed under

Sections 196, 203 and 205 read with Section 240 of the IBC. Section 196 of

the IBC deals with 'Powers and functions of Board'. Sections 203 and 205 of

the IBC are as follows:

Company Appeal (AT) (Ins.) No.890, 891, 892, 911-913 of 2025 33

"203. Governing Board of insolvency professional agency. -

The Board may, for the purposes of ensuring that every insolvency professional agency takes into account the objectives sought to be achieved under this Code, make regulations to specify-

(a) the setting up of a governing board of an insolvency professional agency;

(b) the minimum number of independent members to be on the governing board of the insolvency professional agency; and

(c) the number of the insolvency professionals being its members who shall be on the governing board of the insolvency professional agency.

205. Insolvency professional agencies to make bye-laws. -

Subject to the provisions of this Code and any rules or regulations made thereunder and after obtaining the approval of the Board, every insolvency professional agency shall make bye-laws consistent with the model bye-laws specified by the Board under sub- section (2) of section 196."

33. Section 205 of the IBC mandates the Insolvency Professional Agency

to make bye-laws consistent with the model bye-laws specified by the Board

under sub-section (2) of Section 196. Section 196, sub-section (2) provides

as follows:

"196(2) The Board may make a model bye-laws to be adopted by the insolvency professional agency which may provide for -

(a) the minimum standards of professional competence of the members of insolvency professional agencies;

(b) the standard for professional and ethical conduct of the members of insolvency professional agencies;

discriminatory; Explanation. - For the purposes of this clause, the term "non-discriminatory" means lack of discrimination on the ground of religion, caste, gender or place of birth and such other grounds as may be specified;

(d) the manner of granting membership;

Company Appeal (AT) (Ins.) No.890, 891, 892, 911-913 of 2025 34

(e) setting up of a governing board for the internal governance and management of insolvency professional agency in accordance with the regulations specified by the Board;

(f) the information required to be submitted by members including the form and the time for submitting such information;

(g) the specific classes of persons to whom services shall be provided at concessional rates or for no remuneration by members;

(h) the grounds on which penalties may be levied upon the members of insolvency professional agencies and the manner thereof;

(i) a fair and transparent mechanism for redressal of grievances against the members of insolvency professional agencies;

(j) the grounds under which the insolvency professionals may be expelled from the membership of insolvency professional agencies;

(k) the quantum of fee and the manner of collecting fee for inducting persons as its members;

(l) the procedure for enrolment of persons as members of insolvency professional agency;

(m) the manner of conducting examination for enrolment of insolvency professionals;

(n) the manner of monitoring and reviewing the working of insolvency professional who are members;

(o) the duties and other activities to be performed by members;

(p) the manner of conducting disciplinary proceedings against its members and imposing penalties;

(q) the manner of utilising the amount received as penalty imposed against any insolvency professional."

34. Schedule-X to the above Regulations of Model Bye-Laws under the

heading 'Disciplinary Proceedings' contains Bye-Law 23, which provides as

follows:

"X. DISCIPLINARY PROCEEDINGS

23. The Agency may initiate disciplinary proceedings by issuing a show-cause notice against professional members-

(a) based on a reference made by the Grievances Redressal Committee;

(b) based on monitoring of professional members;

Company Appeal (AT) (Ins.) No.890, 891, 892, 911-913 of 2025 35

(d) suo moto, based on any information received by it."

35. Bye-law 23A is as follows:

"23A. The authorisation for assignment shall stand suspended upon initiation of disciplinary proceedings by the Agency or by the Board, as the case may be.

Explanation.- A disciplinary proceeding shall be considered as pending against the professional member from the date he has been issued a show cause notice by the Agency or the Board, as the case may be, till its disposal by the Disciplinary Committee of the Agency or the Board, as the case may be."

36. The Authorisation for assignment under the Bye-Laws is defined by

Bye-Law 4 (aa), which is as follows:

"4(aa) "authorisation for assignment" means an authorisation to undertake an assignment, issued by an insolvency professional agency to an insolvency professional, who is its professional member, in accordance with its bye-laws;"

37. There can be no two opinions about the consequences provided in

Bye-Law 23A regarding suspension of the Authorisation for assignment

upon initiation of disciplinary proceedings. In the present case,

authorisation for assignment of RP Shri Girish Siriram Juneja, stands

suspended with effect from 30.01.2025, when show-cause notice was issued

by the IBBI. The question to be answered is, whether the suspension of

authorisation for assignment would debar the RP from taking any fresh

assignments or by virtue of Bye-Laws 23A, the RP is statutorily debarred

Company Appeal (AT) (Ins.) No.890, 891, 892, 911-913 of 2025 36

from continuing with pending/ existing assignments also. Learned Counsel

for the RP and CoC have relied on IBBI (Insolvency Professionals)

Regulations, 2016 and IBBI (Inspection and Investigation) Regulations,

2017, relevant provisions of which need to be noticed to discern the

statutory scheme on the above subject.

38. The IBBI (Insolvency Professionals) Regulations 2016 has been framed

by the IBBI in exercise of powers conferred by Sections 196, 207, 208 read

with Section 240 of the IBC. Section 207 of IBC provides for 'Registration of

insolvency professionals'. Section 208, deals with 'functions and obligations

of insolvency professionals'. Thus, the above Regulations, which have been

framed under Section 207 and 208 are Regulations directly on the subject

(Functions and obligations of insolvency professionals). Reliance has been

placed on Regulation 7A of IBBI (Insolvency Professionals) Regulations,

2016, which deals with 'Authorisation for assignment'. The said Regulation

7A has been inserted by Notification dated 23.07.2019 with effect from

23.07.2019. Regulation 7A provides as follows:

"Authorisation for assignment.

7A. An insolvency professional shall not accept or undertake an assignment after 31st December, 2019 unless it holds a valid authorisation for assignment on the date of such acceptance or commencement of such assignment, as the case may be:"

39. Regulation 7A clearly prohibits Insolvency Professional not to accept

or undertake an assignment after 31st December, 2019, unless he holds a

valid authorisation for assignment on the date of such acceptance or

Company Appeal (AT) (Ins.) No.890, 891, 892, 911-913 of 2025 37

commencement of such assignment, as the case may be. The Proviso of

Regulation 7A carves an exception, which is as follows:

"7A x x x

Provided that provisions of this regulation shall not apply to an assignment which an insolvency professional is undertaking as on-

(a) 31st December, 2019; or

(b) the date of expiry of his authorisation for assignment.:"

40. One of the exception carved out by the above Proviso is that the

provision of Regulation 7A, shall not be applicable on the date of expiry of

his authorisation for assignment. Thus, the Proviso carves a clear exception

that an assignment, which an Insolvency Professional is undertaking shall

not be affected by expiry of his Authorisation for assignment. Thus,

Regulation clearly contemplates that existing assignment, shall not be

affected by expiry of authorisation of assignment. The authorisation of

assignment has been defined in Regulation 2(aa), which is as follows:

"2(aa) "authorisation for assignment" means an authorisation to undertake an assignment, issued by an insolvency professional agency to an insolvency professional, who is its professional member, in accordance with its bye-laws;"

41. Learned Counsel for Respondent No.1 submitted that Regulation 7A

has no relevance, since it is completely silent about the authority of the RP

to continue with existing assignment. The legislative scheme apparent from

Regulation 7A provides that expiry of authorisation shall not affect the

assignment, which RP is undertaking, i.e. on the date of expiry of the

Company Appeal (AT) (Ins.) No.890, 891, 892, 911-913 of 2025 38

authorisation. Thus, the existing assignment shall not be affected by expiry

of authorisation, which is clear intendment of the above Regulation.

42. Another Regulation, which learned Counsel for the RP and learned

Counsel for the CoC has placed reliance is the IBBI (Inspection and

Investigation) Regulations, 2017. The above Regulations provides for

inspection, investigation and consideration of Report. Regulation 13(3)

deals with 'Disposal of show cause notice'. Regulation 13(3) contemplates

various kinds of order, which will be passed while disposing of the show-

cause notice. Regulation 13(3) is as follows:

"13. Disposal of show cause notice.

(3) The order under sub-regulation (1) may provide for-

(a) closure of show cause notice without any direction;

(b) warning;

(ba) suspension or cancellation of authorisation for assignment of an Insolvency Professional;

(d) a reference to the Board to take any action under section 220(5) or 236(2), or

(e) any other action or direction as may be considered appropriate."

43. The above Regulation indicates that suspension or cancellation for

assignment of an Insolvency Professional is contemplated as an order

passed while disposing the show-cause notice by the Board. Thus,

suspension for Authorisation for assignment is also one of the penalty,

which can be finally imposed on service provider (Insolvency Professional)

Company Appeal (AT) (Ins.) No.890, 891, 892, 911-913 of 2025 39

while disposing the show-cause notice. Sub-regulation (6) of Regulation 13,

provides as follows:

"13(6) If the order under sub-regulation (1) suspends or cancels the registration of a service provider, the Disciplinary Committee may, if it considers fit, require the service provider to-

(a) discharge pending obligations, if any;

(b) continue its functions till such time as may be directed, only to enable clients to shift to another service provider; and

44. Thus, while passing a final order imposing penalty of suspension, or

cancellation of authorisation, the Board may discharge pending obligations

or continue its function till such time as may be directed, only to enable

stakeholders to shift to another service provider. The provision of sub-

regulation (6) of Regulation 13, thus militate against the submission that on

suspension of authorisation of assignment, the RP is statutorily debarred

from continuing its existing functions. Had the consequence of suspension

of authorisation for assignment is to statutorily debar the Insolvency

Professional to continue with its existing assignment, there is no occasion

for providing for requirement as contained in Regulation 13, sub-regulation

(6). Thus, the statutory scheme as contained in Regulation 13(6) also

indicates that there is no automatic statutory debar of RP to continue with

existing assignment, merely because of suspension of authorisation of

assignment that too when such suspension is in a manner of penalty by a

final order under Regulation 13, sub-regulations (1) and (3).

Company Appeal (AT) (Ins.) No.890, 891, 892, 911-913 of 2025 40

45. We in the present case, are dealing with suspension, which is

consequent to initiation of disciplinary proceedings by issuance of show-

cause notice. Thus, when the suspension by way of penalty, does not

contemplate automatic debarment from existing assignments, suspension

under Bye-Law 23A, cannot be read to mean that suspension under Bye-

Law 23A, shall automatically debar the RP from continuing with existing

assignments. The statutory scheme reflected by the above Regulations as

noticed above, thus, indicate that Bye-Law 23A has to be read to mean that

on suspension of authorisation of assignment, no fresh assignment can be

taken by the RP.

46. Now, we come to the three judgments of Madras High Court, Bombay

High Court and Delhi High Court relied on by learned Counsel for the

parties. The judgment of Madras High Court, which is first in point of time,

which is reported in (2024) SCC OnLine Mad 158 - CA V. Venkata

Sivakumar vs. Insolvency and Bankruptcy Board of India and Ors..

The above was a Writ Petition filed by CA V. Venkata Sivakumar seeking a

declaration that provisions of Section 204 (a), (b), (c), (d) and (e) of the IBC

are ultra vires with the Constitution. Another Writ Petition was filed for

declaring the Bye-Law 23A of the IBBI (Model Bye-Laws and Governing

Board of Insolvency Professional Agencies) Regulations, 2016 as ultra vires

to the Constitution. The Madras High Court in the judgment after noticing

the submissions of Writ Petitioner and submissions made on behalf of the

IBBI as well as Union of India has framed questions in paragraph 5.1, which

arose for consideration. Paragraph 5.1 of the judgment is as follows:

Company Appeal (AT) (Ins.) No.890, 891, 892, 911-913 of 2025 41

"5.1. The following questions arise for consideration:

(i) Whether bye-law 23A is liable to be struck down as (a) manifestly arbitrary; (b) conferring unbridled, excessive power on insolvency professional agencies, and (c) for violation of principles of natural justice ?

(ii) Whether section 204 of the Insolvency and Bankruptcy Code is : (a) violative of article 20(2) of the Constitution of India, inasmuch as it provides for disciplinary proceedings by two agencies; (b) is manifestly arbitrary and prevents access to justice and (c) is illegal for confirming unbridled and excessive powers to the agencies ?

(iii) Whether the present writ petitions are maintainable in law ?"

47. The Madras High Court after considering the submissions of the

parties, upheld the constitutional validity of Bye-Law 23A. The Madras High

Court held that suspension is automatic once the disciplinary proceedings

are initiated. Paragraphs 6.1, 6.2, 6.3 and 6.4 of the judgment of Madras

High Court dealing with Bye-Law 23A state as follows:

"6.1. There is no discretion vested with the insolvency professional agencies and the suspension is automatic, once the disciplinary proceedings are initiated. Therefore, it can neither be termed as manifestly arbitrary nor be challenged on the ground of any confirmation of unguided/unbridled power.

6.2. The power of suspension is not a punishment and is an ad interim measure and if one has to be issued with show-cause notice, then the very purpose of ad interim suspension is lost. Inasmuch as ultimate punishment is imposed only on the conclusion of the disciplinary proceedings it cannot be said that any substantial or vested right of the resolution professional is violated. On the contrary, the purpose of suspension is to immediately keep the erring person away from the office, so that the relevant materials and evidence which are on record be properly collected and that there is an

Company Appeal (AT) (Ins.) No.890, 891, 892, 911-913 of 2025 42

impartial and fair enquiry in the issue. Therefore, the requirement of issuance of showcause notice cannot be read into a provision of ad interim suspension.

6.3. Of course, any suspension, if prolonged, without any inquiry being proceeded with, would cause stigma. But the larger public interest and the laudable purpose behind the rule of suspension and the relative hardship had to be balanced. Only to avoid hardships, normally swift and prompt completion of the process of disciplinary proceedings is insisted upon. Therefore, the petitioner or any other aggrieved professional can only insist upon prompt completion of the proceedings and the hardship cannot be a ground for challenging the very regulation itself.

6.4. Accordingly, finding no infirmity, we uphold the constitutional validity of bye-law 23A of the Insolvency and Bankruptcy Board of India (Model Bye-Laws and Governing Board of Insolvency Professional Agencies) Regulations, 2016."

48. Learned Counsel for the Respondent has placed much reliance on

observation made in paragraph 6.2, where the High Court has stated that

purpose of suspension is to immediately keep the erring person away from

the office, so that the relevant materials and evidence which are on record

be properly collected and that there is an impartial and fair enquiry on the

issue. When we look into the aforesaid observation, they were made in the

context of requirements of issuance of show-cause notice before suspension.

What has been observed by the Madras High Court in paragraph 6.2 that

suspension under Bye-Law 23A is an ad interim measures and if show-

cause notice is to be issued, then the very purpose of ad interim suspension

is lost. The above observation, on which reliance has been placed by

learned Counsel for Respondent No.1 has to be confined to the issue, which

fell for consideration, that is, whether Bye-Law is liable to be struck down.

Company Appeal (AT) (Ins.) No.890, 891, 892, 911-913 of 2025 43

The question, which has come for consideration in the present case, that is,

whether Bye-Law 23A, debars the RP from taking only fresh assignments or

from continuing with the existing assignment, was not the subject matter of

the Writ Petition filed in the above case. Hence, the said judgment has not

laid down any ratio that under Bye-Law 23A, the RP is also debarred from

continuing its existing assignments.

49. We now notice the judgment of Bombay High Court in Kairav Anil

Trivedi vs. Insolvency and Bankruptcy Board of India and Ors. - (2024)

SCC OnLine Bom 2572. In the above case, challenge was made to the

show-cause notice dated 26.10.2023, which was issued to the petitioner by

the IBBI, proposing to take action for violations under the IBC. The

Petitioner in the Writ Petition sought restoration of his authorisation of

assignment and has also challenged the validity of Clause 23A as provided

in the Schedule. Paragraphs 2 and 3 of the judgment, noticed the facts,

which are as follows:

"2. The challenge raised in this writ petition is to the show-cause notices dated October 26, 2023 and April 10, 2024 that have been issued to the petitioner by the Insolvency and Bankruptcy Board of India proposing to take action against him for violations under the Insolvency and Bankruptcy Code, 2016 and Regulations framed thereunder. The petitioner besides seeking restoration of his authorization for assignment also challenges the validity of clause 23A provided in the Schedule to the Insolvency and Bankruptcy Board of India (Model Bye-Laws and Governing Board of Insolvency Professional Agencies) Regulations, 2016 ("2016 Regulations") as well as clause 23A of the Bye-Laws of ICSI Institute of Insolvency Professionals by urging the same to be ultra vires.

Company Appeal (AT) (Ins.) No.890, 891, 892, 911-913 of 2025 44

3. Facts relevant for considering the challenge as raised in the writ petition are that the petitioner is presently registered with the Insolvency and Bankruptcy Board of India ("IBBI") as an insolvency professional ("IP"). This registration is granted under the Insolvency and Bankruptcy Code, 2016 ("Code") read with the Insolvency and Bankruptcy Board of India (Insolvency Professionals) Regulations, 2016. The Insolvency and Bankruptcy Board of India, through its deputy general manager issued a show-cause notice to the petitioner on October 26, 2023 under section 219 of the Code read with regulations 11 and 12 of the Insolvency and Bankruptcy Board of India (Inspection and Investigation) Regulations, 2017 ("2017 Regulations"). In the show-cause notice, reference was made to an investigation report that was submitted by the investigating authority. On the basis of the said investigation report, the petitioner was called upon to show cause why action should not be taken to cancel the petitioner's registration as an insolvency professional. The petitioner submitted his reply to the said show-cause notice and denied the allegations made therein. Further proceedings in that regard are pending."

50. The Bombay High Court also has noticed the judgment of Madras

High Court in CA V. Venkata Sivakumar, which judgment was noticed in

paragraph-13 of the judgment, which is as follows:

"13. The validity of clause 23A was questioned before the Madras High Court in CA.V. Venkata Sivakumar13. After considering the challenge in detail, the Division Bench held that clause 23A of the 2016 Regulations was valid and there was no illegality in providing for suspension of an authorisation for assignment on initiation of disciplinary proceedings. Paragraphs 6 to 6.4 of the said decision being relevant, they are reproduced hereunder (page 331 of 244 Comp Cas):

"Bye-law 23A has already been extracted supra. It can be seen that it only lays down that the authorisation for assignment shall remain suspended once the disciplinary

Company Appeal (AT) (Ins.) No.890, 891, 892, 911-913 of 2025 45

proceedings are initiated. As a matter of fact, regulation 12A of the Insolvency and Bankruptcy Board of India (Model Bye-Laws and Governing Board of Insolvency Professional Agencies) Regulations, 2016, categorically provides that the resolution professionals should not have any disciplinary proceedings pending against them. If that be the case, it is only logical that there is an ad interim suspension of the authorisation for assignment if any disciplinary proceedings are initiated subsequently also. The power of ad interim suspension has always been held to be a valid and natural exercise of power and that the only requirement there must be an express rule enabling the same.

There is no discretion vested with the insolvency professional agencies and the suspension is automatic, once the disciplinary proceedings are initiated. Therefore, it can neither be termed as manifestly arbitrary nor be challenged on the ground of any confirmation of unguided/unbridled power.

The power of suspension is not a punishment and is an ad interim measure and if one has to be issued with show- cause notice, then the very purpose of ad interim suspension is lost. Inasmuch as ultimate punishment is imposed only on the conclusion of the disciplinary proceedings it cannot be said that any substantial or vested right of the resolution professional is violated. On the contrary, the purpose of suspension is to immediately keep the erring person away from the office, so that the relevant materials and evidences which are on record be properly collected and that there is an impartial and fair enquiry in the issue. Therefore, the requirement of issuance of show-cause notice cannot be read into a provision of ad interim suspension.

Of course, any suspension, if prolonged, without any inquiry being proceeded with, would cause stigma. But the larger public interest and the laudable purpose behind the rule of suspension and the relative hardship had to be balanced. Only to avoid hardships, normally swift and prompt completion

Company Appeal (AT) (Ins.) No.890, 891, 892, 911-913 of 2025 46

of the process of disciplinary proceedings is insisted upon. Therefore, the petitioner or any other aggrieved professional can only insist upon prompt completion of the proceedings and the hardship cannot be a ground for challenging the very regulation itself.

Accordingly, finding no infirmity, we uphold the constitutional validity of bye-law 23A of the Insolvency and Bankruptcy Board of India (Model Bye-Laws and Governing Board of Insolvency Professional Agencies) Regulations, 2016."

51. The Bombay High Court has expressed its agreement with the

judgment of Madras High Court in CA V. Vankata Sivakumar. The Bombay

High Court ultimately held that Regulation 23A is valid and show-cause

notice issued to Writ Petitioner, does not suffer from any jurisdictional

infirmity. The Bombay High Court has also noticed in paragraph-14 that

stand of the IBBI that suspension on account of Clause 23A of the Bye-Law

would not bar the Petitioner from continuing with pending assignment and

the same would only bar the Petitioner from accepting new assignments

pending disposal of the show-cause notice. Paragraph-14 of the judgment is

as follows:

"14. We are inclined to agree with the view taken by the Division Bench of the Madras High Court in CA.V. Venkata Sivakumar14. It has been found in the said decision that suspension by itself cannot be treated as a penalty and it is only an ad interim measure that is to operate till the disciplinary proceedings are concluded. There is also no question of the principles of natural justice being attracted in such case as urged on behalf of the petitioner. According to the Insolvency and Bankruptcy Board of India, the suspension on account of the operation of clause 23A of the bye-laws would not bar the petitioner from continuing with pending assignments but the same would only

Company Appeal (AT) (Ins.) No.890, 891, 892, 911-913 of 2025 47

bar the petitioner from accepting new assignments pending disposal of the show-cause notices. Such stand has been taken in paragraph 16 of its affidavit-in-reply dated July 8, 2024. We therefore do not find that the suspension of the authorisation for assignment pending consideration of the show-cause notices is in any manner contrary to law or unwarranted in the facts of the present case. The contention raised by the petitioner in this regard therefore cannot be accepted."

52. The above reason was also taken note by Bombay High Court while

refusing to interfere with the show-cause notice. The agreement, which has

been expressed by the Bombay High Court with the judgment of Madras

High Court as noted in paragraph-14, is agreement to the view expressed by

the Madras High Court that Bye-Law 23A is constitutionally valid and does

not suffer from any constitutional infirmity. Learned Counsel for the RP and

CoC has relied on the observation made in paragraph-14 by the Bombay

High Court that suspension on account of operation of Bye-Law 23A, does

not bar the Insolvency Professional from continuing with pending

assignments, but would only bar from accepting new assignments.

53. Judgment of the Delhi High Court in HNG Industries Thozhilalar

Nala Sangam vs. Insolvency and Bankruptcy Board of India and Ors. -

and the CoC is relevant to be noticed. The judgment of the Delhi High Court

was delivered in the Writ Petition filed by HNG Industries Thozhilalar Nala

Sangam, which is a registered Union of the workers of the CD, who had filed

the Writ Petition assailing a communication dated 30.01.2025, by which the

disciplinary proceedings were initiated against Insolvency Professional -

Girish Siriram Junega and authorisation for assignment had been

Company Appeal (AT) (Ins.) No.890, 891, 892, 911-913 of 2025 48

suspended. In the Writ Petition filed by HNG Industries Thozhilalar Nala

Sangam, the High Court also heard the Counsel for the IBBI. The judgment

of the Delhi High Court is a short judgment running in six paragraphs. It is

useful to notice the entire judgment, which was delivered by the Delhi High

Court on 12.03.2025, which is to the following effect:

"1. The present petition has been filed by the petitioner assailing a communication dated 30.01.2025 in terms of which the respondent no.1/ IBBI has, inter alia, directed as under:

"2. However, in view of the prima facie observation in the matter, disciplinary proceedings under section 219 of the Insolvency and Bankruptcy Code, 2016 read with Regulations 1 OA, 11 and 12 of the Insolvency and Bankruptcy Board of India (Inspection and Investigation) Regulations, 2017 has been initiated against the IP. Upon initiation of such disciplinary proceeding, the authorization for assignment (AFA) issued to the IP has also been suspended."

2. It is the case of the petitioner that suspension of the Authorization for Assignment (AFA) of the Resolution Professional (RP) does not preclude him from continuing with his existing assignment as the RP in the Corporate Insolvency Resolution Process (CIRP) of the petitioner

3. According to the petitioner, the same only precludes the RP from undertaking any new assignment. In this regard reliance has been placed by the petitioner on the Division Bench judgment of the Bombay High Court in case of Kairav Anil Trivedi vs. IBBI & Ors., 2024 SCC Online Mom 2572, particularly on paragraph 14 thereof.

4. When the matter came up for hearing yesterday, learned counsel for the IBBI sought time to take instructions. Today, it is submitted by learned counsel for the IBBI that in line with the judgment of Bombay High Court, the order dated 30.01.2025 precludes the concerned RP from undertaking any new assignment/s; the same does not prevent him from continuing with any existing assignment/s. The said statement is taken on record.

Company Appeal (AT) (Ins.) No.890, 891, 892, 911-913 of 2025 49

5. In the circumstances, the learned counsel for the petitioner does not seek to press the present petition; the same is, accordingly, dismissed as withdrawn.

6. Intervention application/s have been filed by certain parties seeking to intervene in the present petition. However, in view of the withdrawal of the present petition in the above terms, there is no scope for entertaining the said application/s. The same are also, consequently, disposed of."

54. The case of Writ Petitioner was noticed in paragraph-2 that

suspension of the authorization for assignment of the RP does not preclude

him from continuing with his existing assignment, as the RP in the CIRP of

the CD. Reliance on the judgment of Bombay High Court in Kairav Anil

Trivedi has also been noticed in paragraph-3 of the judgment. The Delhi

High Court in paragraph-4 noticed the stand of the IBBI, where learned

Counsel stated before the High Court that order dated 30.01.2025 (by which

show-cause notice was issued to Shri Girish Siriram Junega by the IBBI)

precludes the RP from undertaking any new assignments; the same does not

prevent him from continuing with any existing assignments. The said

statement of the learned Counsel was taken on record. In view of the above

statement of the IBBI recorded by the Court, the Writ Petition was

withdrawn.

55. Against the order passed by Madras High Court dismissing the Writ

Petition of CA V. Venkata Sivakumar, a SLP was filed before the Hon'ble

Supreme Court and the Hon'ble Supreme Court dismissed the SLP,

upholding the order of the Madras High Court. The Hon'ble Supreme Court

has also held that Bye-Law 23A is constitutionally valid. As noted above,

Company Appeal (AT) (Ins.) No.890, 891, 892, 911-913 of 2025 50

the judgment of the Madras High Court was not on the issue, which has

arisen for consideration in the present Appeal. Hence, no such ratio was

laid down in the said judgment, which is sought to be relied by learned

Counsel for Respondent No.1 in support of his submission. It is further

relevant to notice that learned Judicial Member in its opinion dated

30.04.2025 has relied on Sections 97 and 98 of the IBC for issuing

directions to remove the RP. Sections 97 and 98 are Part-III of the IBC and

are not applicable with regard to CIRP under Part-II. The present is a case

of CIRP under Part-II, hence, the learned Judicial Member was undoubtedly

influenced by provisions of Sections 97 and 98, which have no application

and fell in error in issuing a direction for replacement of the RP.

56. Learned Counsel for Respondent No.1 has submitted that the

judgment of Delhi High Court cannot be relied, since it has permitted

withdrawal of the Writ Petition. The statement of IBBI as recorded in

paragraph-4 of the judgment, cannot be ignored, where the Counsel for the

IBBI categorically stated before the Delhi High Court that suspension order

dated 30.01.2025 precludes the concerned RP (Appellant in Company

Appeal (AT) (Ins.) No.890 of 2025) from undertaking any new assignment/s;

and the same does not preclude him with continuing with any existing

assignment/s. The said statement was taken on record. Hence, it cannot

be said that the stand taken by the IBBI, who had issued the show-cause

notice dated 30.01.2025 is irrelevant, with the issue which has arisen for

consideration in the present Appeal. The show-cause notice dated

30.01.2025, which was issued to the Appellant in Company Appeal (AT)

Company Appeal (AT) (Ins.) No.890, 891, 892, 911-913 of 2025 51

(Ins.) No.890 of 2025, which is the basis of Intervention Petition

No.05/KB/2025 and is the basis for submissions advanced by Respondent

No.1. We, thus, are of the view that judgment of the Madras High Court in

CA V. Venkata Sivakumar, does not lay down any ratio as is sought to be

relied by learned Counsel for Respondent No.1. Judgment of Bombay High

Court as well as Judgment of Delhi High Court, clearly noticed the stand of

the IBBI that suspension under the Bye-Law 23A, preclude the concerned

RP from undertaking any new assignment, but the same does not preclude

the RP to continue with the existing assignments. The judgment of the

Delhi High Court has rightly been relied by learned Counsel for the RP and

the CoC, which clearly support their submissions.

57. In view of the foregoing discussions, we are of the view that learned

Judicial Member in its opinion dated 30.04.2025 fell in error in opining that

by virtue of Bye-Law 23A, authorisation for assignment, the RP is debarred

from continuing with pending or existing assignments, is incorrect view of

law and cannot be supported.

58. There is one more aspect of the matter, which needs consideration.

We have noticed above that after judgment of the Hon'ble Supreme Court

dated 29.01.2025, large number of Review Petitions were filed before the

Hon'ble Supreme Court to review the judgment. A Review Petition was filed

by AGI Grrenpac Ltd. (Review Petition No.657 of 2025) including Review

Petition by Exclusive Capital Ltd. (Diary No.11154 of 2025 in Civil Appeal

No.6071 of 2023) - one of the Financial Creditor, who had also filed Review

Petition, raising the issue of suspension of the RP, were dismissed on

Company Appeal (AT) (Ins.) No.890, 891, 892, 911-913 of 2025 52

16.05.2025. It is useful to extract paragraphs 3, 4 and 5 of the judgment of

the Hon'ble Supreme Court dated 16.05.2025 passed in Review Petition

No.657 of 2025, which are as follows:

"3. The Majority Judgement under review in paragraph no. 155.3 issued direction in the following terms:

"Consequently, the CoC shall reconsider the Appellant's Resolution Plan and any other Resolution Plans which possessed the requisite CCI approval as on 28.10.2022 i.e., the date on which the CoC voted upon the submitted Resolution Plans."

4. We have taken note of the submissions made by all the learned senior counsel appearing in the matter. We propose to place on record the statement of Dr. Abhishek Manu Singhvi, learned senior counsel, that Independent Sugar Corporation Limited ('INSCO') is bound by the commitment made to the Committee of Creditors ('CoC') vide letter dated 24.02.2024. In furtherance of the same, (i) cash payment by INSCO to the CoC is to match AGI's commercial offering, (ii) INSCO adheres to its original payment to the Operational Creditors and Workmen of Rs. 50 crores, and (iii) Equity to the CoC would remain. The reconsideration of the Resolution Plan by the CoC shall take note of these three aspects submitted by INSCO, and proceed accordingly.

5. Keeping in perspective the above modification, the reconsideration is undertaken accordingly to paragraph no. 155.3 of the Majority Judgement, and the CoC shall consider for approval, the Resolution Plan of INSCO, within a period of two weeks from today. The CoC and the Adjudicating Authority are directed to complete the Corporate Insolvency Resolution Process both under Sections 30(4) and 31 of the IBC, 2016 within a period of six weeks from today."

59. The Hon'ble Supreme Court vide its judgment dated 16.05.2025

directed the CoC to consider for approval of Resolution Plan of Independent

Sugar Corporation Ltd. within a period of two weeks from 16.05.2025 and

CoC and Adjudicating Authority were directed to complete the CIRP under

Company Appeal (AT) (Ins.) No.890, 891, 892, 911-913 of 2025 53 Section 30(4) and 31, within a period of six weeks from 16.05.2025. After

16.05.2025, the approval of Resolution Plan was to be considered by the

CoC and Adjudicating Authority was directed to complete the process. The

judgment dated 16.05.2025 has been taken note of by the Adjudicating

Authority in order dated 13.06.2025 and even after noticing the judgment of

Hon'ble Supreme Court dated 16.05.2025, the Adjudicating Authority

proceeded to dispose of the Intervention Application No.5 of 2025 on alleged

majority opinion, on Point No.1 and Point No.3. We have already held that

there was no majority opinion on Point No.3, i.e. replacement of the RP. The

order dated 13.06.2025 passed by Adjudicating Authority, which in essence

directed for removal of the RP, the CoC having already approved the

Resolution Plan of Independent Sugar Corporation Ltd. on 10.06.2025 and

application for approval having been filed, nothing was to be done by the RP

and it was for the Adjudicating Authority to consider the application and

take a decision. The Adjudicating Authority instead of proceeding to

consider the application for approval of Resolution Plan has unduly directed

the replacement of the RP, which is not in accordance with the law, as we

have already held in the foregoing paragraphs of this judgment.

60. We may notice one more aspect at this stage. It has been pointed out

by learned Counsel appearing for Independent Sugar Corporation Ltd. and

is also not denied by learned Counsel for Respondent No.1 that learned

Judicial member has recused himself from proceedings on 24.06.2025. We

fail to see any justification by learned Judicial Member in recusing himself

from proceedings at a stage when under the order dated 16.05.2025 of the

Company Appeal (AT) (Ins.) No.890, 891, 892, 911-913 of 2025 54

Hon'ble Supreme Court, the Adjudicating Authority was obliged to consider

the application for approval of Resolution Plan and decide the same.

However, recusal and attending circumstances being not before us, we need

not say anything more except that on account of recusal of learned Judicial

Member, the President has to constitute an appropriate Bench for

considering the application for approval of Resolution Plan, as directed by

Hon'ble Supreme Court on 16.05.2025, if not already constituted, forthwith.

61. Question No.(II) is answered in following manner:

Suspension of authorisation for assignment by Bye-Law of 23A

shall not debar the RP to continue with pending/ obligatory

assignments and the RP is only prohibited to take new

assignments.

Question No.(III).

62. In view of our answer to Question No.2, we hold that part of the order

dated 13.06.2025 passed by Adjudicating Authority, disposing the

Intervention Petition No.05 of 2025, referring to majority opinion on Point

No.3, is unsustainable, as held above. The application could not have been

disposed of on Point No.3 as was framed by learned Judicial Member in its

order dated 30.04.2025. The directions issued by learned Judicial member

in order dated 30.04.2025, which directions have been virtually affirmed

while observing the majority view on Point No.3, is unsustainable.

63. In view of our foregoing discussions and conclusions, we partly allow

all the Appeal(s) in following manner:

Company Appeal (AT) (Ins.) No.890, 891, 892, 911-913 of 2025 55

(1) The order dated 13.06.2025 insofar as it disposed of the

Intervention Application No.05/KB/2025 on Point No.3,

referring to majority opinion, is set aside. It is held that there

was no majority opinion on Point No.3, i.e. replacement of the

RP. Hence, the directions issued by learned Judicial Member to

IBBI to replace the RP is unsustainable and is set aside.

(2) The Adjudicating Authority may proceed to hear and decide the

Plan approval application, as per the directions of Hon'ble

Supreme Court dated 16.05.2025, extracted above, forthwith.

The parties shall bear their own costs.

[Justice Ashok Bhushan] Chairperson

[Justice N Seshasayee] Member (Judicial)

[Arun Baroka] Member (Technical)

New Delhi

Anjali/ Ashwani

Company Appeal (AT) (Ins.) No.890, 891, 892, 911-913 of 2025

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