M/S Dharampal Premchand Ltd vs Trimurti Foodtech Private Limited & Ors

[Arising out of the Impugned Order dated 16.09.2025 passed by the Adjudicating Authority, National Company Law Tribunal, Mumbai Bench-V in I.A. No. 4588 of 2024 in C.P. (IB) No. 1139(MB)/2020]

In the matter of: M/s Dharampal Premchand Ltd., Through its Director, Shashi Kumar Maheshwari, Regd. Office: 4873, Chandni Chowk, Delhi-110006 Corporate Office: A-34 & 35, Sector 60, Noida-201301 (Uttar Pradesh) .... Appellant Versus

1. Mr. Jitendra Bhandari, 'Kasturi Bangla' Sanmitra Housing, Manmad Road, Savedi, Ahmedabad-414003 ....Respondent No.1/SRA 2. Mr. Manoj Kumar Mishra, Resolution Professional of Trimurti Foodtech Private Limited, Office at 18, 3rd Floor, 84, Dholakawala Building, Janmabhoomi Marg, Fort, Mumbai-400001 ....Respondent No.2/RP 3. Trimurti Foodtech Ltd. Through its Managing Director, Shri Atul Dattatraya Banginwar, Regd. Office at Plot No. A-5, MIDC Area Railway Station, Aurangabad-431005, Maharashtra .... Respondent No.3/CD Present:

For Appellant : Mr. Brajesh Kumar and Mr. Saurav Kumar, Advocates. For Respondent : Mr. Amir Arsiwala and Ms. Neha Arya, Advocates.

J U D G M EN T (25th May, 2026)

INDEVAR PANDEY, MEMBER (T)

The present Appeal has arisen from the order dated 16.09.2025 passed

by the National Company Law Tribunal, Mumbai Bench-V (Adjudicating

Authority) in I.A. No. 4588 of 2024 in CP (IB) No. 1139 of 2020, whereby the

application filed by the Appellant, M/s Dharampal Premchand Ltd.

(Claiming to be an Operational Creditor), seeking recall of an earlier order

passed by Adjudicating Authority in IA No. 1916 of 2022 dated 31.03.2023,

whereby it approved the Resolution Plan of Corporate Debtor-Trimurti

Foodtech Ltd., who is Respondent No.3 herein, was dismissed.

2. The Appeal has been preferred against the said impugned order

primarily on the ground that despite the operational debt claim of the

Appellant being admittedly above the statutory threshold prescribed under

Section 24(3)(c) of the Insolvency and Bankruptcy Code, 2016,(hereinafter

referred to as 'Code'), the Resolution Professional of the Corporate Debtor Mr.

Manoj Kumar Mishra/ Respondent No.2, allegedly failed to issue notice of

the Committee of Creditors meetings to the Appellant during the Corporate

Insolvency Resolution Process. The Appellant has further alleged that

although it had filed their claim in Form B during the CIRP, the same was

Page 2 of 37 Company Appeal (AT) (Ins.) No. 1872 of 2025 subsequently treated as a "contingent claim" on the basis of an alleged

counterclaim raised by Respondent No.2/RP, resulting in complete denial of

any payment to the Appellant under the Resolution Plan submitted by the

Successful Resolution Applicant-Mr. Jitendra Bhandari/ Respondent

No.1. The Appellant has also challenged the CIRP process on the ground that

machinery and equipment belonging to the Appellant and merely leased to

Respondent No.3/Corporate Debtor were unlawfully treated as assets of the

Corporate Debtor during the insolvency proceedings, apart from alleging

various procedural irregularities and arbitrary exercise of jurisdiction during

the resolution process.

FACTS OF THE CASE

3. The facts relevant for deciding this matter are as given below:

(i) The Appellant, namely M/s Dharampal Premchand Ltd. (Claiming to

be an Operational Creditor), is stated to be a well-established company

operating in the FMCG sector for several decades and having diversified

into manufacturing and marketing of fruit pulp-based jelly products and

fruit bars. In connection with its business operations, the Appellant

entered into commercial arrangements with Respondent No.3/Corporate

Debtor namely Trimurti Foodtech Ltd. for manufacturing and packaging

of fruit bars.

(ii) A fresh "Contract Manufacturing and Packaging Agreement" was

executed between the Appellant and the Corporate Debtor on

20.08.2014, superseding an earlier agreement dated 28.11.2013. Under

Page 3 of 37 Company Appeal (AT) (Ins.) No. 1872 of 2025 the said arrangement, the Corporate Debtor undertook manufacturing

and packaging activities for the Appellant's products. In furtherance of

the arrangement, the Appellant extended substantial financial support

to the Corporate Debtor in the form of mobilisation advance, security

deposit, and advance towards procurement of raw material and

packaging material. The total financial assistance extended under the

arrangement was stated to be approximately Rs.6.25 Crores.

(iii) Simultaneously, assurances were allegedly extended by the Corporate

Debtor regarding enhancement of manufacturing capacity and

procurement of additional machinery for its Waluj Plant. Acting upon

such assurances, the Appellant purchased necessary equipment and

machinery worth approximately Rs.3.60 Crores and provided the same

to the Corporate Debtor under an "Equipment Lease Agreement"

executed on 20.08.2014. According to the Appellant, the ownership of

the said machinery and equipment always remained vested with the

Appellant and the same was merely leased to the Corporate Debtor for

operational purposes.

(iv) Appellant terminated the above agreement on 20.12.2017 on grounds

of non-adherence as per agreement unilaterally and sent the letter of

termination to the Respondent No. 3/Corporate Debtor but Respondent

No. 3 rebutted it and stated that it was invalid, as no notice was served

to Respondent No. 3 as specified in the clause R of the above agreement

and no mandatory written notice prior of 180 days as per clause N was

given to Corporate Debtor.

Page 4 of 37 Company Appeal (AT) (Ins.) No. 1872 of 2025

(v) Subsequently, Sandhya Dinesh Sancheti & Ors. (Financial Creditors)

of the M/s Trimurti Foodtech Pvt. Ltd. (Corporate Debtor) initiated

insolvency proceedings under the Code against the Respondent

No.3/Corporate Debtor. The Corporate Debtor was admitted in Corporate

Insolvency Resolution Process (CIRP), vide order dated 11.08.2021

passed by the Adjudicating Authority in CP (IB) No.1139 (MB) of 2020

the Respondent No.2 was appointed as Resolution Professional (RP).

(vi) Pursuant to public announcement made during the CIRP, the

Appellant submitted its claim as Operational Creditor before the RP in

Form-B on 13.09.2021. The Appellant claimed an amount of

Rs.6,81,21,070/- as payable by the Corporate Debtor and submitted

supporting documents in relation thereto. The RP vide e-mail dated

02.12.2021 informed the Appellant that the claim was not tallying with

books of account of the Corporate Debtor and the claim was under

verification.

(vii) Respondent No.2/RP issued a legal notice dated 12.04.2022 to the

Appellant, in the said notice, the RP expressly referred to the Appellant's

claim and informed the Appellant that the erstwhile Directors of the

Corporate Debtor had informed the RP that no valid termination notice

had been issued by the Appellant in accordance with the contract.

Further relying upon the renewal clause in the agreement, the RP

asserted that the manufacturing agreement had automatically renewed

itself and continued to remain operational even after expiry of its original

tenure. The RP further alleged that due to non-adherence by the

Page 5 of 37 Company Appeal (AT) (Ins.) No. 1872 of 2025 Appellant to the "production commitment" obligations under the

agreement, the manufacturing capacity of the Corporate Debtor

remained underutilized, thereby causing massive financial losses to the

Corporate Debtor. The RP computed such alleged losses for the period

from January 2015 till March 2022 at approximately Rs.55.68 Crores

and characterized the same as a "counterclaim" against the Appellant. It

was further stated that although the Appellant's claim stood admitted,

the same would remain contingent upon adjudication of the alleged

counterclaim.

(viii) The Appellant denied the alleged counterclaim, and the Respondent

No.2/RP therefore invoked the arbitration clause contained in the

agreement and issued a notice dated 01.06.2022 under Section 11 of the

Arbitration and Conciliation Act, 1996, calling upon the Appellant to

appoint an arbitrator for adjudication of disputes arising out of the

contract dated 20.08.2014. The Appellant, through a reply dated

08.07.2022, rejected invocation of arbitration and asserted that no

arbitrable dispute existed since the agreements had already stood

terminated long back and the claims raised by the RP were baseless and

untenable.

(ix) The Resolution Process continued and the Resolution Plan submitted

by Respondent No.1/SRA namely, Mr. Jitendra Bhandari, was approved

by the Committee of Creditors in its 9th Meeting with 78.58% voting and

thereafter it was approved by the Adjudicating Authority vide order dated

31.03.2023 passed in IA No.1916 of 2023. Respondent No. 2/RP vide

Page 6 of 37 Company Appeal (AT) (Ins.) No. 1872 of 2025 email dated 27.04.2023, informed the Appellant that 'NIL' amount was

payable to him and this status was also published on the IBBI website

on 23.05.2022.

(x) Aggrieved by the approval of the Resolution Plan, the Appellant

initially preferred Company Appeal (AT)(Ins.) No.829 of 2023 before this

Appellate Tribunal. However, during pendency of the proceedings, the

Hon'ble Supreme Court in "Greater Noida Industrial Development

Authority vs. Prabhjit Singh Soni & Anr." clarified the legal position

regarding recall jurisdiction of the NCLT. In light of the said development

and availability of alternative remedy, the Appellant sought liberty to

withdraw the appeal and pursue recall proceedings before the NCLT. The

said liberty was granted by this Tribunal by order dated 09.05.2024.

(xi) Thereafter, the Appellant filed I.A. No.4588 of 2024 before the

Adjudicating Authority seeking recall of the order dated 31.03.2023

approving the Resolution Plan. In the reply affidavit filed by Respondent

No.2/RP, several additional stands were taken. It was contended that as

per the books of accounts and audit reports of the Corporate Debtor, the

Appellant was actually a debtor of the Corporate Debtor and that an

amount of approximately Rs.55.68 Crores was receivable from the

Appellant. The RP also relied upon an alleged letter dated 12.03.2016

purportedly written by the erstwhile Managing Director of the Corporate

Debtor demanding approximately Rs.698 Lakhs from the Appellant.

Page 7 of 37 Company Appeal (AT) (Ins.) No. 1872 of 2025

(xii) The Adjudicating Authority vide its order dated 16.09.2025,

dismissed the Appellant's recall application. Aggrieved by the said

dismissal order and reiterating allegations relating to violation of Section

24(3)(c), wrongful treatment of its admitted claim, illegal subsuming of

leased machinery into CIRP assets, arbitrary conduct of the RP, and

material irregularities in the resolution process, the Appellant has filed

the present Appeal.

Submissions of the Appellant

4. Ld. Counsel for the Appellant submits that the prayer seeking recall of

the Resolution Plan approved vide order dated 31.03.2023 came to be rejected

on a fundamentally erroneous premise that the claim of the Appellant had not

been admitted by the Resolution Professional, whereas the records

unmistakably demonstrate that the claim of the Appellant had in fact been

categorically admitted by the Resolution Professional himself.

5. He submits that the Appellant had entered into a "Contract

Manufacturing & Packaging Agreement" dated 20.08.2014 with Corporate

Debtor/Respondent No.3, for a fixed tenure of five years. In order to facilitate

performance under the said agreement, the Appellant had also procured new

Equipment and Machinery, which was provided to the Corporate Debtor on

lease under a separate Equipment and Machinery Agreement executed on the

same date. It is submitted that the contractual arrangement was purely

commercial in nature and governed by specific terms and conditions relating

to production commitments, duration and termination.

Page 8 of 37 Company Appeal (AT) (Ins.) No. 1872 of 2025

6. He further submits that owing to various defaults and operational

difficulties attributable to Respondent no.3, the Appellant was constrained to

prematurely terminate the said Contract on 20.12.2017. He submitted that

such termination was duly communicated to the erstwhile Managing Director

of the Corporate Debtor. Thereafter, the Appellant continuously followed up

the matter through various communications dated 20.03.2018, 21.05.2018

and 14.06.2018, besides legal notices dated 30.11.2018 and 04.02.2019,

reiterating and affirming the factum of termination of the Contract. Despite

receipt of such communications, neither the Corporate Debtor nor its

erstwhile Directors ever protested against the termination nor raised any

grievance alleging any loss or damages on account of the said termination. It

is submitted that the complete silence maintained by the Corporate Debtor

over several years clearly establishes that the termination of the Contract had

attained finality and stood accepted by all concerned.

7. Ld. Counsel submits that even otherwise, the original tenure of the

Contract itself expired on 30.09.2019. Thus, by the time CIRP commenced

against the Corporate Debtor on 11.08.2021, not only had the Contract

already been terminated nearly four years earlier, but even the maximum

contractual tenure had long expired. It is submitted that after expiry of the

tenure, no fresh agreement was executed between the parties and no renewal

document was ever brought into existence. Therefore, there remained no

surviving contractual relationship capable of being revived, continued or

renewed by the Resolution Professional.

Page 9 of 37 Company Appeal (AT) (Ins.) No. 1872 of 2025

8. He submits that in the course of CIRP, the Appellant submitted its claim

amounting to approximately Rs. 6.81 Crores on 10.09.2021. Thereafter, on

10.01.2022, the list of claims uploaded by the Resolution Professional

reflected that all claims, including the claim of the Appellant, were under

verification. Subsequently, the Information Memorandum dated 28.02.2022,

which was published on 01.03.2022, captured the claim of the Appellant in

its entirety and Expressions of Interest were invited by 28.03.2022.

9. Ld. Counsel further submits that the Resolution Professional issued a

legal notice dated 12.04.2022 to the Appellant. He submitted that by the said

notice, the Resolution Professional unequivocally admitted the claim of the

Appellant. However, in complete contradiction to the admitted factual position

regarding termination and expiry of the Contract, the Resolution Professional

proceeded to assert that the Contract should be assumed to be continuing.

The Resolution Professional further unilaterally asserted that the Contract

stood automatically renewed on the basis of a purported renewal clause,

notwithstanding the fact that the contractual tenure had expired on

30.09.2019 itself.

10. He submits that the Resolution Professional further alleged that the

Appellant had failed to comply with the production commitment clauses under

the Contract since January 2015, due to which the Corporate Debtor allegedly

suffered losses. On this basis, the Resolution Professional purportedly

quantified alleged losses of approximately Rs.55 Crores to Rs.55.68 Crores for

the period January 2015 till March 2022 and held the Appellant liable to

compensate the same. The said alleged liability was described as a "Counter

Page 10 of 37 Company Appeal (AT) (Ins.) No. 1872 of 2025 Claim" and the Resolution Professional arbitrarily declared that the admitted

claim of the Appellant would be treated as contingent upon such alleged

counter claim. It is submitted that by such unilateral action, the Resolution

Professional attempted to virtually set-off an admitted operational debt

against an entirely unadjudicated and uncrystallized damages claim.

11. Ld. Counsel submits that even the correspondence attributed to the

suspended directors of the Corporate Debtor does not deny the termination of

the Contract. Rather, the only issue sought to be raised therein pertains to

the mode of communication of termination, which itself implies

acknowledgment and knowledge of such termination on the part of the

Corporate Debtor and its directors. It is submitted that once the factum of

termination stood acknowledged and remained unchallenged for years

together, the Resolution Professional had absolutely no authority under law

to revive, continue or renew a dead contract.

12. He further submits that the Sixth Meeting of the Committee of Creditors

held on 20.04.2022 included an agenda item relating to the steps taken by

the Resolution Professional for issuance of legal notice to the Appellant.

However, the agenda notes and explanatory material placed before the CoC

were deliberately vague and cryptic. It is submitted that the Resolution

Professional suppressed crucial facts from the Committee of Creditors,

namely, the earlier termination of the Contract and expiry of the contractual

tenure on 30.09.2019. The Resolution Professional also failed to disclose

before the CoC that the alleged action proposed against the Appellant was

Page 11 of 37 Company Appeal (AT) (Ins.) No. 1872 of 2025 founded entirely upon his own unilateral assumptions regarding continuation

and automatic renewal of the Contract.

13. It is the submission of Ld. Counsel that the copy of the legal notice dated

12.04.2022 itself was not placed before the Committee of Creditors and

neither were the relevant extracts or contemplated actions disclosed.

Consequently, the CoC was never placed in a position to appreciate the

illegality and arbitrariness of the action being taken by the Resolution

Professional against the Appellant. It is submitted that such concealment of

material information amounts to suppression of vital facts from the CoC and

vitiates the entire CIRP process.

14. He further submits that Item No.11 of the Minutes of Meeting reveals

that out of twenty-four applicants, only Respondent No.1 was ultimately

declared eligible by the Resolution Professional. It is submitted that the

competitive bidding process, which constitutes the essence of a fair insolvency

resolution mechanism, was effectively eliminated in a highly deceitful manner.

The steps taken by the Resolution Professional adversely affecting the

Appellant, including the virtual disappearance of the Appellant's admitted

claim by converting it into a contingent claim, were nowhere reflected in

Version-1 of the Information Memorandum circulated to prospective

applicants. Consequently, prospective bidders were deprived of accurate

information necessary for assessing the true financial position and valuation

of the Corporate Debtor.

15. Ld. Counsel submits that on 23.04.2022, the Resolution Professional

circulated Version-2 of the Information Memorandum only to Respondent Page 12 of 37 Company Appeal (AT) (Ins.) No. 1872 of 2025 No.1 along with other documents. The amended Information Memorandum

was not circulated either to the Committee of Creditors or to other bidders

who had responded pursuant to the first Expression of Interest. It is

submitted that such selective disclosure clearly demonstrates collusion

between the Resolution Professional and the Successful Resolution Applicant.

Even in the amended Information Memorandum, the reasons for converting

the admitted claim of the Appellant into a contingent claim were

conspicuously absent. The Resolution Professional ought to have retained the

status of the claim as "admitted" while merely indicating by way of note that

a purported counter claim was being contemplated. Instead, the Resolution

Professional deliberately altered the character of the claim itself in order to

deprive the Appellant of its statutory rights under the Code.

16. Ld. Counsel further submits that thereafter the Resolution Plan

submitted by Respondent No.1 was approved by the Committee of Creditors

and subsequently by the Ld. Adjudicating Authority on 31.03.2023. However,

although the claim of the Appellant had admittedly been accepted by the

Resolution Professional through legal notice dated 12.04.2022, the status of

the claim as "admitted" completely disappeared from the Resolution Plan and

was instead reflected as "contingent".

17. Ld. Counsel submits that Section 24(3)(c) of the Code casts a mandatory

obligation upon the Resolution Professional to issue notice of every meeting of

the Committee of Creditors to operational creditors whose aggregate dues

exceed the prescribed threshold. It is submitted that the admitted claim of the

Appellant by itself crossed the statutory threshold and therefore the Appellant

Page 13 of 37 Company Appeal (AT) (Ins.) No. 1872 of 2025 was legally entitled to notice of CoC meetings. However, by artificially

converting the admitted claim into a "contingent" claim through the device of

an unadjudicated counter claim, the Resolution Professional sought to evade

the rigours of Section 24(3)(c) and illegally deprived the Appellant of

participation rights in the CoC meetings.

18. He submits that the mandate of Section 24(3)(c) is inviolable and

mandatory in nature. He places reliance upon "ANG Industries Ltd. Vs Shah

Brothers Ispat Pvt Ltd. & Anr." and "Bhushan Shringarpure & Ors Vs. B.K

Mishra & Ors." wherein this Appellate Tribunal held that compliance with

Section 24(3)(c) is mandatory and incumbent upon the Resolution

Professional. It is submitted that once the Appellant stood excluded from the

CoC process by an illegal device, the entire resolution process stood vitiated.

19. Ld. Counsel submits that the Equipment and Machinery leased by the

Appellant to the Corporate Debtor always remained the property of the

Appellant and never formed part of the assets of the Corporate Debtor. In

terms of Section 18 of the Code, only assets belonging to the Corporate Debtor

can form part of the insolvency estate. Therefore, the leased Equipment and

Machinery could not have been appropriated or dealt with in the resolution

process in the absence of any authority of law permitting such appropriation.

He further submits that Article 300A of the Constitution of India guarantees

that no person shall be deprived of property save by authority of law. It is

submitted that such deprivation of property rights through the CIRP

mechanism is wholly illegal and unconstitutional.

Page 14 of 37 Company Appeal (AT) (Ins.) No. 1872 of 2025

20. Ld. Counsel further submits that the Resolution Professional acted

wholly beyond jurisdiction in assuming continuation of a contract that had

already been terminated years prior to commencement of CIRP. He submitted

that renewal of a contract or lease cannot take place automatically in the

absence of execution of a fresh document evidencing such renewal.

21. Ld. Counsel places reliance upon "Hardesh Ores Pvt. Ltd. Vs. M/s

Hede and Company" wherein the Hon'ble Supreme Court categorically held

that in order to give effect to renewal of a lease, a document has to be executed

evidencing renewal of the agreement and there exists no concept of automatic

renewal merely by exercise of an option. It is submitted that in the present

case there was not even any exercise of option, much less execution of a

renewal document. Therefore, the entire basis adopted by the Resolution

Professional for foisting liability upon the Appellant is contrary to settled law.

22. Ld. Counsel submits that the so-called counter claim raised by the

Resolution Professional is entirely unadjudicated, hypothetical and

unsupported by any evidence of actual loss. Until such adjudication takes

place, they remain disputed and contingent in nature. In absence of any

adjudication, evidence or determination of damages, the Resolution

Professional sought to treat the alleged counter claim as a basis for converting

the admitted operational debt of the Appellant into a contingent claim. Such

action is arbitrary, illegal and contrary to settled legal principles. Reliance is

placed upon CSA Corporation Private Limited vs. Mr. Rajiv Bhatnagar,

Associate Builders vs. Delhi Development Authority and M/S Embassy

Property Developments Pvt. Ltd. Vs State of Karnataka. It is submitted

Page 15 of 37 Company Appeal (AT) (Ins.) No. 1872 of 2025 that the Hon'ble Supreme Court in Embassy Property Developments has

clearly held that the purpose of moratorium is merely to preserve status quo

and not to create new rights. In the present case, the Resolution Professional

has attempted to create entirely new rights and liabilities after commencement

of CIRP.

23. Ld. Counsel submits that the Resolution Plan approved by the Ld.

Adjudicating Authority was obtained by suppression of material facts and by

playing fraud upon the Committee of Creditors as well as the Court. The

Resolution Professional deliberately concealed the fact of termination of the

Contract, expiry of its tenure, absence of any crystallized counter claim, and

the actual status of the Appellant's admitted claim. The selective circulation

of the amended Information Memorandum only to the Successful Resolution

Applicant further establishes collusion and manipulation of the CIRP process.

24. Ld. Counsel submits that fraud vitiates every solemn proceeding and

any judicial order obtained by fraud is a nullity in the eyes of law. Reliance is

placed upon S.P. Chengalvaraya Naidu vs. Jagannath wherein the Hon'ble

Supreme Court held that a judgment or decree obtained by playing fraud upon

the Court is non-est and nullity in the eyes of law. It is therefore submitted

that the impugned order rejecting recall of the Resolution Plan is

unsustainable and deserves to be set aside.

Submissions of the Respondent 1/SRA and Respondent no.3/Corporate Debtor

25. Shri Amir Arsiwala Ld. Counsel appearing for Respondents No.1 and 3

most respectfully submits that Ld. Adjudicating Authority rightly dismissed

Page 16 of 37 Company Appeal (AT) (Ins.) No. 1872 of 2025 the Application filed by the Appellant after appreciating the factual and legal

position in its correct perspective. He submitted that the Appellant never

acquired the status of either a Secured Creditor or an admitted Operational

Creditor during the CIRP. On the contrary, the Appellant's alleged claim was

continuously treated as a contingent claim owing to the substantial counter-

claims and disputes existing between the parties. The Appellant was aware of

such classification throughout the CIRP period and yet consciously chose not

to challenge the same at any relevant stage.

26. He submits that the commercial relationship between the parties was

based upon a Contract Manufacturing and Packaging Agreement dated

28.11.2013 executed between, the Corporate Debtor/ Trimurti Foodtech Pvt.

Ltd., and the Appellant/Dharampal Premchand Ltd., for manufacture of fruit

bars. Thereafter, on 20.08.2014, a fresh Contract Manufacturing and

Packaging Agreement came to be executed superseding the earlier agreement

of 2013. Under the said agreement, the Appellant was obligated to place

indents of 400 MT per month, subject to a minimum of 320 MT. It is submitted

that the said agreement subsequently gave rise to reciprocal claims and

counter-claims between the parties, including substantial receivables due to

the Corporate Debtor from the Appellant.

27. The Ld. Counsel further submits that on 12.03.2016, the Corporate

Debtor issued a demand notice upon the Appellant claiming an amount of Rs.

2698.05 lakhs on account of breach and non-performance of contractual

obligations by the Appellant. The said notice was never effectively disputed

and formed the foundational basis for the Corporate Debtor's counter-claim

Page 17 of 37 Company Appeal (AT) (Ins.) No. 1872 of 2025 against the Appellant. It is submitted that because of the subsisting disputes

and counter-claims, the alleged claim of the Appellant could never have been

treated as an admitted operational debt. The existence of such disputes fully

justified the treatment of the Appellant's claim as contingent in nature during

the CIRP.

28. The Ld. Counsel submits that by order dated 11.08.2021, the Ld.

Adjudicating Authority admitted the Corporate Debtor into CIRP under

Section 7 of the Code and appointed Respondent No.2 as the IRP, who was

later confirmed as the RP. During the CIRP process, the RP examined the

claims filed by various stakeholders, including the Appellant. Upon

verification, the RP informed the Appellant on 02.12.2021 that its claim did

not reconcile with the books and records of the Corporate Debtor. This

communication itself clearly demonstrated that the claim was under

verification and had not been admitted as a crystallized debt.

29. He submits that on 16.02.2022, the RP circulated Version-1 of the

Information Memorandum to the Successful Resolution

Applicant/Respondent No.1, wherein the admitted amount against the

Appellant's claim was specifically reflected as "Rs. 0". This clearly establishes

that at no stage was the Appellant treated as an admitted operational creditor

entitled to any voting rights or participation rights in the Committee of

Creditors meetings. The Appellant was therefore never entitled to receive

notices or minutes of CoC meetings as claimed in the present Appeal.

Page 18 of 37 Company Appeal (AT) (Ins.) No. 1872 of 2025

30. It is submitted that on 14.03.2022, the suspended director of the

Corporate Debtor addressed an email to the RP enclosing the earlier demand

notice dated 12.03.2016 and reiterating that substantial amounts were due

and payable by the Appellant to the Corporate Debtor. The said

communication reaffirmed the existence of disputes and counter-claims

against the Appellant and further justified the contingent classification

accorded to the Appellant's claim.

31. The Ld. Counsel further submits that in the 5th meeting of Committee

of Creditors (CoC) held on 17.03.2022, the CoC resolved to initiate recovery

proceedings against the Appellant by issuance of a legal notice. The said

resolution clearly demonstrates that the CoC was fully conscious of the fact

that the Appellant was not a creditor, whose dues stood admitted, but rather

a party against whom substantial recoveries were claimed by the Corporate

Debtor. The collective commercial wisdom of the CoC therefore consistently

treated the Appellant's claim as contingent and disputed.

32. He submits that on 12.04.2022, the RP issued a legal notice terminating

the agreement dated 20.08.2014 and demanded an amount of Rs. 55.68

crores from the Appellant. Simultaneously, the suspended director confirmed

that the agreement had not previously been terminated. The action taken by

the RP was duly approved by the CoC and was entirely consistent with the

materials available on record. It is specifically submitted that paragraph 13 of

the said communication expressly records that the Appellant's claim was

admitted only as a contingent claim due to the subsisting counter-claim of the

Page 19 of 37 Company Appeal (AT) (Ins.) No. 1872 of 2025 Corporate Debtor. Despite receiving this communication, the Appellant never

challenged the classification accorded to its claim.

33. The Ld. Counsel submits that despite being fully informed that its claim

had not been admitted in entirety and had only been considered as a

contingent claim, the Appellant consciously failed to take any legal steps to

challenge such classification either before the RP, before the CoC, or before

the Adjudicating Authority during the CIRP period. Such prolonged silence

and inaction clearly amount to acquiescence and acceptance of the contingent

status recorded against the Appellant's claim.

34. It is further submitted that on 17.04.2022, the RP issued notice

convening the 6th CoC meeting for the specific purpose of amending the

Information Memorandum so as to incorporate the Corporate Debtor's

counter-claim against the Appellant and to formally record the contingent

classification of the Appellant's claim. Thereafter, on 20.04.2022, the 6th CoC

meeting approved the proposed amendment to the Information Memorandum

with the requisite majority. The decision was thus taken transparently and

strictly in accordance with the commercial wisdom of the CoC.

35. The Ld. Counsel further submits that on 27.04.2022, the RP circulated

Version-2 of the amended Information Memorandum to the CoC members. It

is submitted that on the same date, the Hon'ble Tribunal passed an order in

I.A. (IBC) No. 1055 of 2022 filed by another claimant, namely Ajit Kad,

whereby delay in filing claim was condoned and liberty was granted to the RP

to further amend the Information Memorandum. Pursuant thereto, the RP

further revised the Information Memorandum and circulated Version-3 of the

Page 20 of 37 Company Appeal (AT) (Ins.) No. 1872 of 2025 amended Information Memorandum to the SRA on 21.05.2022. These

repeated revisions and disclosures clearly establish that the entire process

was conducted transparently and with full disclosure of the contingent nature

of the Appellant's claim.

36. The Ld. Counsel submits that on 23.05.2022, the RP published the list

of stakeholders on the official website of IBBI wherein the Appellant's claim

was specifically reflected as "NIL amount admitted" and only a contingent

amount of Rs. 6,81,21,070/- was recorded. Even at this stage, no challenge

whatsoever was raised by the Appellant against the said classification. The

Appellant therefore cannot now be permitted to reopen the concluded CIRP

process after consciously accepting its position during the entire resolution

process.

37. It is further submitted that the RP received the hard copy of the

Resolution Plan submitted by Respondent No.1/SRA on 26.05.2022 through

Blue Dart courier and thereafter received the password-protected electronic

copy of the Final Resolution Plan on 27.05.2022 through email. The

Resolution Applicant had thus prepared and submitted its plan with full

knowledge of the contingent status accorded to the Appellant's claim as

disclosed in the Information Memorandum.

38. The Ld. Counsel submits that on 01.06.2022, the RP invoked the

arbitration clause contained in the agreement dated 20.08.2014 against the

Appellant. The said action clearly demonstrates that the disputes between the

parties were intended to be adjudicated through the agreed contractual

dispute resolution mechanism. Once arbitration proceedings had already Page 21 of 37 Company Appeal (AT) (Ins.) No. 1872 of 2025 been invoked, there was no occasion whatsoever for the Appellant to seek

reopening or recall of the completed CIRP proceedings.

39. The Ld. Counsel further submits that on 31.03.2023, the Adjudicating

Authority approved the Resolution Plan submitted by Respondent No.1/SRA.

The approved Resolution Plan expressly treated the Appellant as an

Operational Creditor whose claim was contingent and subject to the outcome

of the arbitration proceedings. Thus, the Appellant's claim was neither ignored

nor suppressed. In fact, the order approving the Resolution Plan specifically

records the contingent nature of the Appellant's claim as well as the treatment

accorded to such claim under the plan. Consequently, the allegation of

suppression of the Appellant's claim before the Adjudicating Authority is

entirely false and contrary to record.

40. It is further submitted that the RP subsequently issued a letter

confirming that the Appellant's claim had been recognized in the approved

Resolution Plan as a contingent operational creditor claim pending

crystallization through arbitration proceedings. The said communication

conclusively establishes that the status of the Appellant's claim was always

transparent, known, and duly recorded in the CIRP records. Hence, the

allegation that the Resolution Applicant or RP concealed any material fact is

completely baseless.

41. The Ld. Counsel submits that on 19.08.2023, Respondent No.1/SRA

initiated Arbitration Application No. 18 of 2023 before the Hon'ble Bombay

High Court, Aurangabad Bench under Sections 11(5) and 11(6) of the

Arbitration and Conciliation Act, thereby activating the contractual remedy

Page 22 of 37 Company Appeal (AT) (Ins.) No. 1872 of 2025 available between the parties. This clearly establishes that the disputes were

always intended to be resolved independently through arbitration and not

within the framework of the concluded CIRP proceedings.

42. The Ld. Counsel further submits that the Appellant had earlier filed

Company Appeal (AT) (INS) No. 829 of 2023 challenging the approved

Resolution Plan. However, on 09.05.2024, the Appellant voluntarily withdrew

the said appeal. By withdrawing the earlier appeal, the Appellant effectively

abandoned its challenge to the approved Resolution Plan and accepted the

treatment accorded to its claim therein. Having once withdrawn its challenge,

the Appellant cannot now be permitted to reagitate the same issues indirectly

through the present Appeal.

43. It is submitted that throughout the CIRP process and even after

approval of the Resolution Plan, the Appellant never took any steps to oppose

the Resolution Plan or to challenge its classification as a contingent

operational creditor. Such prolonged silence and complete inaction amount to

unequivocal acquiescence. The Appellant consciously allowed the CIRP

process to attain finality and implementation and therefore cannot now seek

reopening of a settled process after substantial implementation of the

Resolution Plan.

44. Ld. Counsel submits that on 29.08.2024, the Hon'ble NCLT recorded

successful implementation of the Resolution Plan and dissolved the

Monitoring Committee. Once the Resolution Plan stood fully implemented, the

same attained complete statutory finality under Section 31 of the Insolvency

and Bankruptcy Code, 2016. It is settled law that a successfully implemented

Page 23 of 37 Company Appeal (AT) (Ins.) No. 1872 of 2025 Resolution Plan cannot be lightly reopened at the instance of a party who had

consciously accepted the process throughout the CIRP period.

45. Ld. Counsel further submits that on 05.05.2025, the Adjudicating

Authority directed the RP to clarify how the SRA was aware of the contingent

nature of the Appellant's claim before submission of the Resolution Plan.

Pursuant thereto, on 28.06.2025, the RP filed an additional affidavit placing

on record all contemporaneous communications including emails, CoC

minutes, versions of the Information Memorandum, and the RP's confirmatory

letters. The said affidavit conclusively proved that the Appellant's claim was

duly disclosed, discussed, and treated in the approved Resolution Plan. Thus,

the allegation that the Resolution Applicant lacked knowledge of the

contingent claim is wholly incorrect and contrary to documentary record.

46. The Ld. Counsel submits that after considering all the above facts,

documents, contemporaneous records, and the conduct of the parties, the

Adjudicating Authority rightly dismissed I.A. (IBC) No. 4588 of 2024 by order

dated 16.09.2025. The Ld. Adjudicating Authority correctly appreciated that

the Appellant never held the status of an admitted operational creditor, that

the Appellant's claim was consistently treated as contingent, and that the

Appellant never challenged such classification during the CIRP process.

47. Ld. Counsel submits that the present Company Appeal (AT) (INS) No.

1872 of 2025 is nothing but a belated attempt to reopen a concluded and

successfully implemented resolution process despite the Appellant having

accepted its recorded position throughout the CIRP proceedings. The Appeal

Page 24 of 37 Company Appeal (AT) (Ins.) No. 1872 of 2025 is devoid of merit, contrary to the factual record, and liable to be dismissed

with costs.

ANALYSIS AND FINDINGS

48. The principal issue which arises for consideration in the present Appeal

is whether the Adjudicating Authority was justified in rejecting I.A. No. 4588

of 2024 seeking recall of the order dated 31.03.2023 approving the Resolution

Plan, and whether the Appellant has been able to establish any material

illegality, procedural irregularity, fraud, suppression of facts, or violation of

mandatory provisions of the Code so as to warrant interference with the

approved Resolution Plan which has already been implemented.

49. The above issue substantially covers all objections raised by the

Appellant regarding non-service of notice of CoC meetings under Section

24(3)(c) of the Code, classification of its claim as "contingent", alleged wrongful

assumption by the Resolution Professional regarding continuation and

renewal of the contract, alleged suppression before the CoC, and challenge to

the CIRP process itself. Since all these objections ultimately seek recall of the

approved Resolution Plan and challenge the correctness of the Impugned

Order, they are being considered together.

50. At the outset, it is necessary to note that the jurisdiction under Section

61 of the Insolvency and Bankruptcy Code is limited. Interference with an

approved Resolution Plan can be made, only if the Appellant is able to show

patent illegality, material irregularity, violation of mandatory provisions of law,

or perversity in the findings of the Adjudicating Authority. Mere dissatisfaction

with the outcome of the CIRP or disagreement with the manner in which a

Page 25 of 37 Company Appeal (AT) (Ins.) No. 1872 of 2025 claim was treated cannot by itself become a ground to reopen a completed

insolvency process, particularly after approval of the Resolution Plan. The

object of the Code is to ensure resolution, revival of the Corporate Debtor, and

finality of the insolvency process within prescribed timelines.

51. The case of the Appellant is that its claim of approximately Rs. 6.81

Crores was categorically admitted by the Resolution Professional through legal

notice dated 12.04.2022, yet the same was wrongly treated as "contingent" in

the Resolution Plan. The Appellant contends that despite its admitted claim

being above the statutory threshold prescribed under Section 24(3)(c) of the

Code, no notice of CoC meetings was ever served upon it, thereby vitiating the

entire CIRP process. The Appellant further argues that the Contract

Manufacturing Agreement dated 20.08.2014 had already been terminated on

20.12.2017 and, in any case, the contractual tenure expired in 2019.

Therefore, according to the Appellant, the Resolution Professional had no

authority to assume continuation or automatic renewal of the contract after

its termination and expiry. The Appellant has also alleged that an

unadjudicated and uncrystallized counter-claim of the Corporate Debtor was

illegally used to render its admitted claim contingent and thereby deprive it of

its rights during CIRP. It is further contended that material facts regarding

termination of the contract and the basis of the alleged counter-claim were

not properly disclosed before the CoC and that the Resolution Plan was

approved on a fundamentally erroneous basis.

52. Per contra, the Respondents submit that the Appellant never acquired

the status of an admitted Operational Creditor during CIRP because its claim

Page 26 of 37 Company Appeal (AT) (Ins.) No. 1872 of 2025 was disputed and remained contingent on account of substantial counter-

claims raised by the Corporate Debtor. According to the Respondents, the

contractual disputes between the parties existed much prior to

commencement of CIRP and notices had already been issued by the Corporate

Debtor claiming damages and losses from the Appellant. It is their case that

the Resolution Professional was justified in treating the Appellant's claim as

contingent in view of the reciprocal claims and disputes between the parties.

The Respondents further contend that the Appellant was fully aware since

April 2022 that its claim was being treated as contingent, yet it never

challenged such classification during CIRP and raised objections only after

approval of the Resolution Plan. It is also submitted that there was no violation

of Section 24(3)(c) because the Appellant was not treated as an admitted

Operational Creditor for the purpose of participation in CoC meetings. The

Respondents deny all allegations of fraud, collusion, suppression, or material

irregularity and contend that the Impugned Order rightly rejected the recall

application after considering all relevant facts and circumstances.

53. Upon consideration of the record, we find that the dispute between the

parties arises out of the Contract Manufacturing and Packaging Agreement

dated 20.08.2014 entered into between the Appellant and the Corporate

Debtor. Under the said arrangement, advances and certain equipment were

also provided by the Appellant to the Corporate Debtor. The Appellant claims

that the contract was prematurely terminated on 20.12.2017 and, therefore,

no contractual relationship survived thereafter. On the other hand, the

Respondents consistently maintained that the alleged termination was not in

Page 27 of 37 Company Appeal (AT) (Ins.) No. 1872 of 2025 accordance with the contractual terms and that the Corporate Debtor had

suffered substantial losses on account of non-fulfilment of production

commitments by the Appellant.

54. It is not in dispute that when CIRP commenced against the Corporate

Debtor on 11.08.2021, the Appellant submitted its claim in form B on

10.09.2021 for an amount of approximately Rs. 6.81 Crores as an Operational

Creditor. The RP in its email dated 02.12.2021 informed the appellant that

the claim was under verification and that RP was facing certain difficulties in

verification as the claims were not tallying with the books of accounts of the

company. A typed copy of the email dated 02.12.2021 sent by IRP to the

appellant is extracted below:

"Information regarding amount of Rs.68121070/- receivable from Trimurti Foodtech Pvt. Ltd.-Reg

Manoj Mishra rp.trimurtifoodtech@gmail.com To: Prashant Kumar prashant.swain@baba.in

Dear Sir,

Your claim is received and it is under verification. We are facing certain difficulties as the claims are not even remotely tallying with the books of account of the company.

Let us revert to you once claim verification process is completed.

Best Regards Team-IRP-Trimurti Foodtech Pvt. Ltd."

55. The material placed on record shows that the said claim was never

finally admitted as an undisputed operational debt payable to the Appellant.

The record further shows that serious disputes and counter-claims existed

between the parties arising from the same contractual arrangement.

Page 28 of 37 Company Appeal (AT) (Ins.) No. 1872 of 2025

56. We note that the Appellant has placed reliance on the legal notice dated

12.04.2022 issued by the Resolution Professional in regard to its claim being

already admitted by the RP. According to the Appellant, paragraph 13 of the

said notice clearly admitted its claim. However, on a complete reading of the

notice, it becomes clear that the Resolution Professional simultaneously

recorded the Corporate Debtor's counter-claim of approximately Rs.55 Crores

and specifically stated that the Appellant's claim was being treated as

contingent in view of the reciprocal liabilities and disputes between the

parties.

57. In our considered view, the Appellant cannot rely upon one isolated

portion of the communication while ignoring the overall context in which the

notice was issued. The Resolution Professional never treated the Appellant as

an Operational Creditor having an unconditional and crystallized payable

debt. The claim always remained disputed because of the counter-claims

asserted by the Corporate Debtor. Once such reciprocal claims and allegations

of breach existed, the Resolution Professional was justified in classifying the

claim as contingent pending adjudication of disputes between the parties.

58. It is also significant that despite being aware since April 2022 that its

claim had been categorized as contingent, the Appellant admittedly did not

challenge such classification during the CIRP period. No application was filed

before the Adjudicating Authority seeking correction of the claim status or

seeking participation rights in the CoC meetings. The Appellant remained

silent throughout the CIRP process and chose to challenge the issue only after

approval of the Resolution Plan. Such conduct assumes importance because

Page 29 of 37 Company Appeal (AT) (Ins.) No. 1872 of 2025 the insolvency process under the Code is strictly time-bound and is intended

to attain finality within prescribed timelines.

59. The Appellant has strongly argued that Section 24(3)(c) of the Code

required mandatory issuance of notice of CoC meetings since its claim

exceeded the statutory threshold. However, applicability of Section 24(3)(c)

presupposes that the claimant is recognized as an Operational Creditor with

admitted dues above the prescribed threshold. In the present case, the

Appellant's claim itself remained disputed and contingent. Therefore, the

Resolution Professional did not treat the Appellant as an admitted Operational

Creditor entitled to notice under Section 24(3)(c).

60. Even otherwise, it is now settled that participation rights under Section

24 do not confer voting rights upon Operational Creditors. More importantly,

every procedural irregularity cannot automatically invalidate the CIRP, unless

material prejudice affecting the resolution process is demonstrated. The

Appellant has failed to show how non-service of notices altered the commercial

wisdom exercised by the CoC or rendered the Resolution Plan illegal. The

Appellant has also failed to demonstrate that any objection which it could

have raised during CoC meetings would have materially changed the outcome

of the CIRP process.

61. The submission of the Appellant that the Resolution Professional

illegally revived a "dead contract" or wrongly assumed automatic renewal of

the agreement also does not persuade us. Questions regarding validity of

termination, continuation of the contract, interpretation of renewal clauses,

and entitlement to damages are matters arising out of disputed contractual

Page 30 of 37 Company Appeal (AT) (Ins.) No. 1872 of 2025 rights requiring adjudication in appropriate proceedings. In fact, the record

itself shows that arbitration proceedings were also contemplated between the

parties.

62. The Resolution Professional, while verifying claims during CIRP, was

not expected to conclusively adjudicate complicated contractual disputes in

the manner of a civil court or arbitral tribunal. His role was limited to

determining whether the claim was undisputed and payable or whether it was

contingent and disputed in nature. In the facts of the present case, where

substantial reciprocal claims existed between the parties, treatment of the

Appellant's claim as contingent cannot be termed arbitrary or illegal.

63. The Appellant has also argued that an unadjudicated counter-claim

could not have been used to render its claim contingent. While it is true that

claims for damages ordinarily require adjudication before they crystallize, the

same does not mean that the Resolution Professional was bound to treat the

Appellant's claim as fully admitted and payable despite serious disputes

existing between the parties. The Resolution Professional was not finally

adjudicating liabilities between the parties; he was only classifying the claim

for purposes of the CIRP process. Therefore, existence of serious reciprocal

disputes itself justified cautious treatment of the claim.

64. We also find no merit in the allegation that material facts were

suppressed from the CoC or that the Information Memorandum was

manipulated to favour the Successful Resolution Applicant. The record

indicates that the CoC was informed regarding the contingent nature of the

Appellant's claim and the counter-claims asserted by the Corporate Debtor.

Page 31 of 37 Company Appeal (AT) (Ins.) No. 1872 of 2025 Mere disagreement with the commercial decisions taken during CIRP cannot

by itself lead to an inference of fraud or collusion. Allegations of fraud must

be supported by clear and cogent material, which is absent in the present

case.

65. The Appellant has further argued that machinery and equipment leased

to the Corporate Debtor remained its own assets and could not have been

subjected to insolvency proceedings. However, such disputes regarding title,

possession, ownership, or contractual rights cannot by themselves invalidate

an approved Resolution Plan. The Appellant was always free to pursue

remedies available in law regarding such assets. However, those disputes do

not establish any illegality in the CIRP process itself.

66. Another contention raised by the Appellant is regarding change in

composition of the Bench before pronouncement of the Impugned Order. We

do not find any procedural infirmity on this ground. The matter was heard,

documents were considered, and the succeeding Bench proceeded in

accordance with law. The Appellant has failed to show any actual prejudice

caused due to change in composition of the Bench.

67. The Appellant has relied upon the following judgements of this Appellate

tribunal in "ANG Industries Ltd. Vs. Shah Brothers Ispat Pvt. Ltd. & Anr.,

Company Appeal (AT)(Ins) No. 109 of 2018, 2018 SCC OnLine NCLAT 270"; and

"Bhushan Shringarpure & Ors. Vs. B.K. Mishra & Ors., Company Appeal

(AT)(Ins) No. 1504 of 2022". We note that in the aforesaid judgments delivered

by this Tribunal, the claims of Operational Creditors were recognized by the

Page 32 of 37 Company Appeal (AT) (Ins.) No. 1872 of 2025 RP and claims stood admitted during CIRP and, therefore, they were held

entitled to notice under Section 24(3)(c) of the Code. In the present case,

however, the Appellant's claim was never treated as an admitted operational

debt. The Resolution Professional had consistently treated the claim as

contingent because substantial counter-claims and contractual disputes were

already existing between the parties arising out of the same agreement. The

Appellant was informed about such contingent classification during CIRP

itself, yet no challenge was made at that stage before the Adjudicating

Authority. Therefore, the factual foundation necessary for invoking Section

24(3)(c), namely existence of an admitted operational debt, was itself absent

in the present matter. Consequently, the ratio of the aforesaid judgments does

not apply to the facts of the present case.

68. The Appellant has further cited the judgement of Hon'ble Supreme

Court in "Hardesh Ores Pvt. Ltd. Vs. M/s Hede and Company, (2007) 5 SCC

614". In the Hardesh (Supra) the issue related to renewal of leasehold rights

in immovable property and the requirement of execution of a fresh document

for renewal of lease. In the present case, the Resolution Professional was not

adjudicating final contractual rights between the parties nor granting a

declaration that the contract stood legally renewed for all purposes. The

Resolution Professional only considered the contractual clauses, conduct of

parties, and stand of the suspended management, while examining whether

reciprocal claims and liabilities survived between the parties for the purpose

of claim verification during CIRP. The dispute in the present case concerns

classification of claims during insolvency proceedings and not enforcement of

Page 33 of 37 Company Appeal (AT) (Ins.) No. 1872 of 2025 lease renewal rights under property law. Therefore, the observations made in

Hardesh Ores Pvt. Ltd. are distinguishable and do not govern the controversy

involved herein.

69. The appellant has further relied upon the judgement of this Appellate

Tribunal in "CSA Corporation Private Limited Vs. Mr. Rajiv Bhatnagar,

Resolution Professional of UM Green Lighting Private Limited, Company Appeal

(AT)(Ins) No. 1497 of 2024". We note that the issue in CSA (supra) related to

crystallization of damages claims in insolvency proceedings. In the present

case, the Resolution Professional did not finally adjudicate the alleged

counter-claim of the Corporate Debtor nor treat it as a decreed or crystallized

liability recoverable from the Appellant. The counter-claim was only taken into

consideration, while examining, whether the Appellant's own claim could be

treated as fully admitted and undisputed for CIRP purposes. The Resolution

Professional was performing only a claim verification exercise under the Code

and not exercising powers of a Civil Court or Arbitral Tribunal. Since

substantial reciprocal disputes existed between the parties regarding breach

of contractual obligations and alleged losses suffered by the Corporate Debtor,

the claim of the Appellant was treated as contingent pending adjudication of

such disputes. Thus, the observations regarding crystallization of damages

claims in the aforesaid judgment do not assist the Appellant in the facts of the

present case.

70. The Appellant further places reliance upon the judgement of Hon'ble

Supreme Court in "Associate Builders Vs. Delhi Development Authority, (2015)

3 SCC 49". The aforesaid judgement is in the context of challenge to an arbitral

Page 34 of 37 Company Appeal (AT) (Ins.) No. 1872 of 2025 award under Section 34 of the Arbitration and Conciliation Act, 1996. The

observations therein relate to principles governing arbitral awards and

assessment of damages by an Arbitral Tribunal. In the present case, the

Resolution Professional was not adjudicating damages or determining final

liabilities between the parties. He was only examining the nature of claims

placed before him during CIRP. No arbitral determination or judicial

adjudication was undertaken by the Resolution Professional. Therefore, the

ratio laid down in Associate Builders (supra) do not apply to the present case.

71. Lastly the Appellant places reliance upon the judgeemt of Hon'ble

Supreme court in M/s Embassy Property Developments Pvt. Ltd. Vs. State of

Karnataka, (2019) 17 SCC 653. The aforesaid judgment deals with issues

concerning mining lease approvals and exercise of statutory powers by

government authorities during moratorium. In the present case, no new right

was created by the Resolution Professional during CIRP. The Resolution

Professional merely examined the existing contractual relationship and

reciprocal claims between the parties while determining the status of the

Appellant's claim. No fresh contractual right or ownership right was created

in favour of the Corporate Debtor. The issue here is limited to treatment of the

Appellant's claim as contingent in view of pending disputes and counter-

claims. Therefore, the observations made in the aforesaid judgment are

distinguishable from the facts of the present case.

72. The Impugned Order dated 16.09.2025 shows detailed consideration of

the pleadings, conduct of the parties, claim status, and the stage at which the

recall application was filed. The Adjudicating Authority correctly noted that

Page 35 of 37 Company Appeal (AT) (Ins.) No. 1872 of 2025 the Appellant never challenged the contingent classification of its claim during

CIRP and approached the Tribunal only after approval of the Resolution Plan.

The Adjudicating Authority also rightly held that the Appellant failed to

establish fraud, suppression, or material irregularity warranting recall of the

Resolution Plan.

73. We are also conscious of the larger object and scheme of the Insolvency

and Bankruptcy Code. Once a Resolution Plan has been approved and

implemented, judicial interference must remain extremely limited. The

Hon'ble Supreme Court has repeatedly emphasized the importance of

certainty and finality in the insolvency process. Endless reopening of approved

Resolution Plans on the basis of disputed contractual claims would defeat the

very object of the Code.

74. In the present case, the grievances raised by the Appellant essentially

arise out of contractual disputes existing between the parties much prior to

commencement of CIRP. Those disputes may survive independently in

appropriate legal proceedings, subject to law, but they do not furnish

sufficient ground to invalidate the CIRP process or recall the approved

Resolution Plan. The Appellant has failed to establish any perversity,

jurisdictional error, material irregularity, or violation of mandatory provisions

of the Code in the Impugned Order.

75. Accordingly, after considering the entire factual matrix, submissions

advanced by both parties, conduct of the parties during CIRP, the treatment

of the Appellant's claim as contingent, and the reasoning adopted by the

Adjudicating Authority, we are of the considered opinion that the Impugned

Page 36 of 37 Company Appeal (AT) (Ins.) No. 1872 of 2025 Order dated 16.09.2025 does not suffer from any infirmity warranting

interference under Section 61 of the Insolvency and Bankruptcy Code, 2016.

76. In view of findings above, the Appeal is dismissed. Pending I.A.s, if any,

are closed. No order as to costs.

[Justice Ashok Bhushan) Chairperson

[Mr. Indevar Pandey] Member (Technical) Place: New Delhi

Harleen/ Pragya (LRA)

Page 37 of 37 Company Appeal (AT) (Ins.) No. 1872 of 2025