Shubhyuvi Infrastructure Llp vs Ravi Sethia Resolution Professional & ...

Company Appeal (AT) (Insolvency) No. 1985 of 2025 (Arising out of Order dated 25.11.2025 passed by the Adjudicating Authority (National Company Law Tribunal), Mumbai Bench, Court-IV in I.A. (IB) No.3777 of 2025 in C.P.(IB)-377/MB/2021)

IN THE MATTER OF: Shubhyuvi Infrastructure LLP ...Appellant

Versus

Ravi Sethia, (RP, Indo Global ...Respondents Soft Solutions & Technologies Ltd) & Anr. Present: For Appellant : Mr. Krishnendu Datta, Sr. Advocate with Ms. Neeha Nagpal, Mr. Malak Manish Bhatt, Mr. Ishit Patel, Mr. Yash Tandon, Mr. Ajatshatru Singh Rawat, Advocates.

For Respondents : Mr. Sunil Fernandes, Gaurav Mitra, Ishan Roy Chowdhary, Ms. Lavanya Pathak, Muskan Khatana, Kailash Ram, Srishti Agarwal, Advocates for R1

Mr. Abhijeet Sinha, Sr. Adv. with Parvindra Nautiyal, Adv. for R2

With Company Appeal (AT) (Insolvency) No. 2024 of 2025 (Arising out of Order dated 25.11.2025 passed by the Adjudicating Authority (National Company Law Tribunal), Mumbai Bench, Court-IV in I.A. (IBC) (Plan) No.86 of 2025 in C.P.(IB)-377/MB/2021)

IN THE MATTER OF: Shubhyuvi Infrastructure LLP ...Appellant

Versus

Ravi Sethia, (RP, Indo Global ...Respondents Soft Solutions & Technologies Ltd) & Anr. Present: For Appellant : Mr. Krishnendu Datta, Sr. Advocate with Ms. Neeha Nagpal, Mr. Malak Manish Bhatt, Mr. Ishit Patel, Mr. Yash Tandon, Mr. Ajatshatru Singh Rawat, Advocates.

For Respondents : Mr. Sunil Fernandes, Gaurav Mitra, Ishan Roy Chowdhary, Ms. Lavanya Pathak, Muskan Khatana, Kailash Ram, Srishti Agarwal, Advocates for R1. Mr. Abhijeet Sinha, Sr. Adv. with Parvindra Nautiyal, Adv. for R2.

Mr. NPS Chawla, Ms. Nishtha Khurana, Ms. Mahima Shekhawat, Mr. Ishaan Dhingra, Mr. Aayush Sharma, Advocates for R-3.

JUDGMENT

Ashok Bhushan, J.

These two Appeal(s) have been filed by the same Appellant challenging

two orders passed by National Company Law Tribunal, Mumbai Bench,

Court-IV in I.A. (IB) No.3777 of 2025 filed by the Appellant and IA (IBC) (Plan)

No.86 of 2025 filed by the Resolution Professional ("RP") for approval of

Resolution Plan. By order passed by Adjudicating Authority dated

25.11.2025, IA (IB) No.3777 of 2025 filed by the Appellant has been rejected

and by a separate order of the same date i.e. 25.11.2025, IA (IBC) (Plan) No.86

of 2025 has been allowed and the Resolution Plan submitted by Ashdan

Properties Pvt. Ltd. - Respondent No.3 in Company Appeal (AT) (Ins.) No.2024

of 2025 has been approved. The Appellant aggrieved by above two orders has

filed these two Appeal(s).

2. Brief facts of the case necessary to notice for deciding the Appeal(s) are:

(i) On an Application filed by Yes Bank Ltd. under Section 7 of the

Insolvency and Bankruptcy Code, 2016 ("IBC"), Corporate

Insolvency Resolution Process ("CIRP") against the Corporate

Company Appeal (AT) (Ins.) No.1985 & 2024 of 2025 2 Debtor ("CD") - Indo Global Soft Solutions and Technologies Pvt.

Ltd. commenced on 12.04.2022.

(ii) The RP issued Form-G twice. Second Form-G was issued on

18.01.2023, in response to which 13 Expression of Interests

("EoIs") were received from Prospective Resolution Applicants

("PRAs"). On 08.02.2023, request for Resolution Plans was

issued. Final list of 13 PRAs was issued.

(iii) The Committee of Creditors ("CoC") put four Resolution Plans for

voting including the Resolution Plan submitted by Ashdan

Properties Pvt. Ltd. ("Ashdan") on 22.05.2023. Ashdan

submitted Resolution Plan with a total outlay of Rs.115.45 crores.

On 23.08.2023, the CoC in its 27th Meeting approved the

Resolution Plan submitted by Ashdan with 80% vote shares.

(iv) On 31.08.2023, the Union Bank of Inida filed an IA No.4002 of

2023, challenging the status of JC Flowers Asset Reconstruction

Pvt. Ltd. ("JC Flowers") as 'Secured Financial Creditor'.

(v) On 01.09.2023, the RP issued Letter of Intent ("LoI") to SRA. The

SRA submitted performance security of Rs.11.52 crores on

12.09.2023. On 19.09.2023, RP filed IA No.4518 of 2023 for

approval of the Resolution Plan.

(vi) On 16.10.2024, the Adjudicating Authority passed an order in IA

No.4002 of 2023 holding the JC Flowers as 'Unsecured Financial

Company Appeal (AT) (Ins.) No.1985 & 2024 of 2025 3 Creditor'. On IA No.4518 of 2023 filed by the RP for approval of

Resolution Plan, the Adjudicating Authority remanded back the

Resolution Plan to the CoC for its further consideration.

(vii) After the order dated 16.10.2024, in 34th Meeting of the CoC held

on 13.11.2024, Ashdan was invited to submit a revised Plan in

view of the remand order.

(viii) JC Flowers filed Company Appeal (AT) (Ins.) No.2160 of 2024

challenging the order dated 16.10.2024 passed in IA No.4002 of

2023, in which Appeal an interim order was passed, staying

voting on the Plans.

(ix) The CoC carried on negotiations with Ashdan, who submitted a

revised offer of Rs.145.26 crores.

(x) On 18.12.2024 an email was sent by one Partha Mehta, on behalf

of Paradigm Reality communicating that they are willing to

participate in the bidding process being conducted for M/s Indo

Global and Solutions Technologies Pvt. Ltd. and they are

interested in submitting a Resolution Plan. Similar emails were

sent on 02.01.2025, 10.01.2025 and 15.01.2025. The RP placed

the proposal received by the aforesaid emails before the CoC in

35th CoC Meeting held on 15.01.2025. The CoC did not accede

to the request received by the emails for permitting participation

in CIRP. On 15.01.2025, the RP sent a communication informing

Company Appeal (AT) (Ins.) No.1985 & 2024 of 2025 4 that the request being unsolicited and belated, the same cannot

be considered.

(xi) On 09.05.2025, the NCLAT vacated the interim order passed in

Company Appeal (AT) (Ins.) No.2160 of 2024 filed by JC Flowers.

(xii) Updated Resolution Plan of the Ashdan was approved by the CoC

in its Meeting held on 21.07.2025 with 100% vote shares and on

the same day, second LoI was issued to SRA and SRA deposited

additional amount of Rs.3.25 crores towards performance

security. The RP filed IA No.86 of 2025 seeking approval of

updated Resolution Plan of the Ashdan as approved by the CoC

on 21.07.2025.

(xiii) On 12.08.2025, the Appellant filed an IA No.3777 of 2025 seeking

direction to RP to conduct fresh issuance of Form-G and direction

to RP to consider the Resolution Plan submitted by the Appellant.

(xiv) IA No.3777 of 2025 and IA No.86 of 2026 were heard and reserved

for orders. On 25.11.2025, the Adjudicating Authority passed

order in IA No.3777 of 2025 rejecting the same and on the same

date by another order passed, Plan approval application was

allowed.

(xv) These two Appeal(s) have been filed challenging the said orders.

3. We have heard Shri Krishnendu Datta, learned Senior Counsel

appearing for the Appellant in both the Appeal(s); Shri Sunil Fernandes,

Company Appeal (AT) (Ins.) No.1985 & 2024 of 2025 5 learned Counsel appearing for the RP; Shri Abhijeet Sinha, learned Senior

Counsel appearing for CoC; and Shri NPS Chawla, learned Counsel appearing

for SRA.

4. Learned Senior Counsel for the Appellant in support of the Appeal(s)

submits that order dated 16.10.2024 by which the Resolution Plan was

remanded back to CoC for its further consideration, in no manner inhibited

the CoC to take a decision to issue fresh Form-G. It is submitted that the

emails sent on 18.12.2024, 02.01.2025 and 10.01.2025 clearly were with

intent to maximize the value of the CD and by email dated 15.01.2025 a

proposal of Rs.150 crores was sent to the RP. It was incumbent both on RP

and CoC to give an opportunity to the Appellant and for issuance of fresh

Form-G so that all concerned including the Appellant could have submitted

Resolution Plans. The remand order in no manner could have bound the CoC

to exercise its power to issue Form-G, with stricter timeline, so that it could

result in value maximization. After the remand order, a single Resolution

Applicant was allowed to modify its Plan, who increased its Plan value from

Rs.115 crores to Rs.145 crores, without giving an opportunity to others to give

a matching or higher Resolution Plan. Material irregularities have been

committed by the RP and CoC in not giving opportunity to Appellant and

others by not issuing fresh Form-G. The submission advanced by Respondent

that the remand order absolutely prohibits issuance of fresh Form-G, is

incorrect. The conduct of RP and CoC affected the integrity and purity of the

Company Appeal (AT) (Ins.) No.1985 & 2024 of 2025 6 resolution process. The Adjudicating Authority committed error in rejecting

IA No.3777 of 2025 filed by the Appellant.

5. Learned Counsel appearing for the RP refuting the submissions of

learned Counsel for the Appellant submits that the Appellant was not an

Applicant, whose name was included in the final list of 13 PRAs. The

Appellant was never part of CIRP and never has issued any EoI, nor the

Appellant has ever submitted a Resolution Plan. The Appellant had no locus

to file IA No.3777 of 2025, nor can be said to be aggrieved by the impugned

order to enable him to file the Appeal, challenging the approval of the Plan. It

is submitted that the Appellant is completely stranger to the CIRP and lack

locus standi to challenge the process. IA No.3777 of 2025 was filed by the

Appellant without submitting any offer or Resolution Plan or participating in

the CIRP. The order of Adjudicating Authority dated 16.10.2024 remanding

the Resolution Plan for fresh consideration did not give any opportunity to the

Appellant to submit any offer. Even the emails, which were sent on

18.12.2024, 02.01.2025, 10.01.2025 and 15.01.2025 were not submitted by

the Appellant, but were submitted by one Partha Mehta, Partner of Paradigm

Reality. The Appellant being not part of the list of the final Resolution

Applicants, could not be permitted to submit any offer or consider any offer.

The CIRP Regulations 39(1B)(b) prohibited consideration of any Plan from a

person, who does not appear in the final list of PRAs. The Regulation, thus,

clearly prohibit consideration of any offer by the Appellant, who was never

included in the final list of PRAs. It is submitted that the e-mails, which were

Company Appeal (AT) (Ins.) No.1985 & 2024 of 2025 7 received on behalf of Paradigm Reality were placed before the CoC on

15.01.2025 and CoC declined to consider any such belated and unsolicited

offer, which was also communicated to Partha Mehta, Partner of Paradigm

Reality. The Appellant, who was stranger to entire CIRP has filed an IA

No.3777 of 2025, which was not maintainable and has rightly been rejected

by the Adjudicating Authority. Under the remand order, the CoC was entitled

to negotiate with SRA - Ashdan and on the basis of negotiations, the SRA

modified its Plan and modified Plan was submitted, which was approved by

the CoC in its commercial wisdom and was approved by 100% vote shares.

No grounds have been made out to interfere with the order passed by

Adjudicating Authority rejecting IA No.3777 of 2025 as well as allowing Plan

approval application. The remand order, did not order to re-start the CIRP or

re-opening the bidding process and the interpretation put by the Appellant is

erroneous and perverse.

6. Learned Counsel for the CoC refuting the submissions of learned

Counsel for the Appellant submits that under CIRP Regulations 39(1B), the

CoC cannot consider Resolution Plans from entities, who do not form part of

the list of PRAs. It is submitted that CoC considered the request received

from Paradigm Reality to give an opportunity to submit the Resolution Plan

and rejected the said request in its Meeting dated 15.01.2025. The CoC

having taken its commercial decision not to permit any entity to participate,

who was not part of CIRP, there is no right in the Appellant to file any IA

seeking any direction. Regulation 39(1A) is not bar applicable on the CoC

Company Appeal (AT) (Ins.) No.1985 & 2024 of 2025 8 with respect to negotiations with the SRA specially when Plan was remanded

by the Adjudicating Authority on 16.10.2024 for reconsideration. The CoC

was fully entitled to negotiate with SRA to maximize the value of the CD,

however, the remand order did not contemplate fresh procedure or issuance

of fresh Form-G and the submission raised by the Appellant is wholly

incorrect.

7. Learned Counsel for the Respondent No.3 - SRA also refuting the

submissions of the Appellant submits that the Appellant had no authority to

file any IA in the CIRP and the application filed by the Appellant has rightly

been rejected. The Plan approved by the CoC is fully compliant with the

provisions of Section 30, sub-section (2) of the IBC. There is no material

irregularity in the process conducted by the RP under directions of the CoC.

The order of remand dated 16.10.2024 did not contemplate fresh proceedings

for issuance of Form-G. The RP could not have issued any Form-G as prayed

by the Appellant. The CoC considered and rightly rejected the request of

Paradigm Reality in accordance with the provisions of the Code. The financial

proposal of the SRA was re-worked due to reconstitution of the CoC, the CoC

in its commercial wisdom with 100% vote shares has approved the revised

Resolution Plan submitted by Ashdan. The action of Appellant for filing of IA

No.3777 of 2025 is nothing but an effort for delaying and hinder the CIRP. It

is submitted that SRA has already fully implemented the Resolution Plan and

made the payments.

Company Appeal (AT) (Ins.) No.1985 & 2024 of 2025 9

8. We have considered the submissions of learned Counsel for the parties

and have perused the records. Learned Counsel for the parties in support of

their respective submissions have relied on various judgments of Hon'ble

Supreme Court and this Tribunal, which we shall refer to hereinafter.

9. From the facts brought on the record, it is clear that in pursuance of

Form-G issued by the RP on 18.01.2023, the final list of 13 PRAs was issued.

In the final list of PRAs, the name of the Appellant or Paradigm Reality did not

find place. The four Resolution Plans were considered and put to vote by the

CoC and CoC approved the Resolution Plan of Ashdan in 27th Meeting held

on 23.08.2023 with 80% vote shares, which voting was concluded on

30.08.2023. The LoI was issued to Ashdan on 01.09.2023 and RP filed an

application - IA No.4518 of 2023 for approval of Resolution Plan. The Union

Bank of India has filed an IA No.4002 of 2023 challenging the status of JC

Flowers as 'Secured Financial Creditor'. Both the application, i.e. one filed by

the Union Bank of India and the RP had come up for consideration before the

Adjudicating Authority on 16.10.2024. The Adjudicating Authority considered

the IA No.4002 of 2023, IA No.4488 of 2024 filed by JC Flowers and

Intervention Petition No.56 of 2023. All the aforesaid IAs were disposed of by

the Adjudicating Authority. IA No.4002 of 2023 was partly allowed. IA

No.4488 of 2024 was dismissed and Intervention Petition No.56 of 2023 was

dismissed. While partly allowing IA No.4002 of 2023, the Adjudicating

Authority held the status of JC Flowers as 'Unsecured Financial Creditor'. In

Paragraph-14 of the order, following was held:

Company Appeal (AT) (Ins.) No.1985 & 2024 of 2025 10 "14. We are thus of the considered view that the claim in relation to the Corporate Debtor herein viz. JCFARC shall be 'Unsecured' (Financial) Creditor, contrary to the 'Secured' classification admitted at the behest of Resolution Professional. The instant application bearing I.A. No. 4002 of 2023 is hereby made absolute in terms of prayer-clause (a). Ordered accordingly."

10. The Plan approval application being IA No.4518 of 2023 was disposed

of relying on the order dated 16.10.2024 passed in IA No.4002 of 2023. The

order passed in IA No.4518 of 2023 is as follows:

"IA-4518/2023

2. This is an Application filed by the Resolution Professional u/s 30 of IBC, seeking an approval of the Plan in the matter of Corporate Debtor herein.

3. Pursuant to the findings of this Bench, vide its order dated 16.10.2024, in IAs bearing IA-4002/2023, 4488/2024 and INT. Petition bearing No. 56/2023; This Bench deems it fit to Remand Back the Resolution Plan (in consideration hereto) to the CoC for its further consideration, if any, Ordered Accordingly."

11. Order dated 16.10.2024 remanded back the Resolution Plan to the CoC

for its further consideration. The consequence of the order clearly is for

further consideration of Resolution Plan, which came for approval before the

Adjudicating Authority in IA No.4518 (MB) 2023. Thus, the effect of the order

that Resolution Plan of Ashdan, which was approved by the CoC was

remanded back. The remand became necessary on account of re-

classification of JC Flowers as 'Unsecured Financial Creditor'. There were

factors regarding constitution of CoC, which necessitated the remand. The

submission on which learned Counsel for the Appellant has placed much

Company Appeal (AT) (Ins.) No.1985 & 2024 of 2025 11 emphasis is that the remand order did not inhibit the CoC from issuance of

fresh From-G and giving opportunity to others including the Appellant to

participate in the Resolution Plan. The tenor of the order dated 16.10.2024

clearly indicates that what was remanded back is Resolution Plan of the

Appellant - Ashdan for reconsideration, which was necessitated on account

of re-classification of JC Flowers from 'Secured Financial Creditor' to

'Unsecured Financial Creditor'. Thus, the submission, which has been

advanced by the RP and the CoC regarding order dated 16.10.2024 that the

order enabled the CoC to reconsider the Resolution Plan of Ashdan is correct

and the submission of the Appellant that under the said order, it was open

for the CoC to issue fresh Form-G, cannot be accepted. The CIR Process,

which commenced on 12.04.2022, was already over by approval of Resolution

Plan by the CoC in August 2023. Thus, insofar as the interpretation of the

order dated 16.10.2024, we fully concur with the submissions advanced by

the CoC and the RP that there was no occasion for issuance of any fresh Form-

G under the order dated 16.10.2024.

12. From the facts brough on record, it is clear that the Appellant has never

submitted any EoI when Form-G was issued, nor there was any Resolution

Plan submitted on behalf of the Appellant. The Appellant's name was never

included in the final list of PRAs, which was published by the RP. Learned

Counsel for the Respondent has placed reliance on Regulation 39(1B), which

was inserted in the CIRP Regulation vide Notification dated 30.09.2021, which

is as follows:

Company Appeal (AT) (Ins.) No.1985 & 2024 of 2025 12 "39(1B) The committee shall not consider any resolution plan- (a) received after the time as specified by the committee under regulation 36B; or (b) received from a person who does not appear in the final list of prospective resolution applicants; or (c) does not comply with the provisions of sub-section (2) of section 30 and subregulation (1)".

13. Thus, there is a statutory injunct for consideration of any proposal or

Plan by any person, whose name was never included in the final list of PRAs.

14. Learned Counsel for the Appellant has contended that Appellant's case

in the Appeal is that the CoC could very well have issued fresh Form-G to give

opportunity to the Appellant to submit its Plan. It is submitted that already

by an email sent on 15.01.2025, a proposal of Rs.150 crores was given.

Learned Counsel for the Appellant has referred to the emails, which were sent

on 18.12.2024, 02.01.2025 and 10.01.2025. The Appellant has specially

referred to the email dated 15.01.2025 sent from one Partha Mehta, on behalf

of Paradigm Reality, in which email, a proposal of Rs.150 crores was given

and a request was made to submit a formal Resolution Plan for M/s Indo

Global and Solutions Technologies Private Limited. The RP has replied the

said email vide email dated 15.01.2025, regretting to inform that RP is not in

a position to accede to request of sharing the documents and information

specified in trailing email. The RP in its reply has also pleaded that although

there was no requirement of placing the email received on behalf of Paradigm

Reality, but the same was placed before the CoC in its Meeting dated

15.01.2025 and the CoC categorically declined to consider any such

unsolicited and belated proposal and offer.

Company Appeal (AT) (Ins.) No.1985 & 2024 of 2025 13

15. Learned Counsel for the Appellant has also contended that the Ashdan

after the remand on 16.10.2024 was given opportunity to revise the

Resolution Plan more than once, which was impermissible. Learned Counsel

for the Appellant has referred to Regulation 39(1A) and submits that

modification of Resolution Plan can be allowed only once. Regulation 39(1A)

is as follows:

"39(1A) The resolution professional may, if envisaged in the request for resolution plan- (a) allow modification of the resolution plan received under sub-regulation (1), but not more than once; or (b) use a challenge mechanism to enable resolution applicants to improve their plans"

16. The above Regulation in no manner can restrict the jurisdiction of the

CoC to negotiate with the Resolution Applicant and require the Resolution

Applicant to increase its financial offer. The judgment of this Tribunal in

Vistra ITCL (India) Ltd. vs. Torrent Investments Pvt. Ltd. & Ors. -

Company Appeal (AT) (Ins.) Nos.132, 133 & 134 of 2023 is relied. In the

aforesaid judgment this Tribunal has held that Regulation 39(1A) does not

inhibit the CoC to enter into negotiations with Resolution Applicant and ask

the Resolution Applicant to modify the Resolution Plan.

17. Learned Counsel for the Appellant in support of submission that

Resolution Applicant cannot be permitted to revise the financial proposal has

placed reliance on judgment in SREI Multiple Asset Investment Trust

Vision India Fund vs. Deccan Chronicle Marketeers and Ors - (2023) 7

SCC 295; Ebix Singapore (P) Ltd. vs. Educomp Solutions Ltd. (CoC) -

Company Appeal (AT) (Ins.) No.1985 & 2024 of 2025 14 (2022) 2 SCC 401; and Vizag Minerals & Logistics vs. Ravi Shankar -

Civil Appeal No.5430 of 2023.

18. The judgment relied by the Appellant in SREI Multiple Asset

Investment Trust Vision India Fund (supra) was a case where Hon'ble

Supreme Court held that modification/ alteration of Resolution Plan post its

approval by the Adjudicating Authority is impermissible. The above judgment

has no application in the facts of the present case where the Resolution Plan

was remanded by the Adjudicating Authority for reconsideration and after the

remand order, the CoC negotiated with the Resolution Applicant and in such

negotiation, the Resolution Plan was revised, which revision became necessity

due to status of JC Flowers being changed from 'Secured Financial Creditor'

to 'Unsecured Financial Creditor' and there was changes in the constitution

of the CoC.

19. Another judgment relied by the Appellant is Ebix Singapore (P) Ltd.

(supra), which has no application in the facts of the present case, since in the

above case the SRA after approval of the Plan by the CoC filed an application

for withdrawal of the Resolution Plan, which was allowed by the Adjudicating

Authority. The Hon'ble Supreme Court in the said judgment held that

Resolution Plan approved by the CoC is binding both on the CD and the SRA

and SRA cannot be allowed to withdraw from the Plan.

20. The third judgment relied by the Appellant is in Vizag Minerals &

Logistics (supra), which was a case where the Hon'ble Supreme Court had

Company Appeal (AT) (Ins.) No.1985 & 2024 of 2025 15 occasion to consider Regulation 39(1A) of the CIRP Regulations, 2016. The

above judgment dated 25.08.2023 reads as follows:

"Permission to file the appeal is granted.

We are in agreement with the findings recorded by the National Company Law Appellate Tribunal1 at Chennai on interpretation of Regulation 39(1A) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016. The word 'or' in the said sub-regulation should be read as 'in addition to' and not 'to the exclusion of'. This means that the resolution professional may, if envisaged in the request of the resolution plan, can allow under the said sub-regulation, modification of the resolution plan received, albeit only once. However, this will not have any effect on and bar recourse to the challenge mechanism when adopted by the Committee of Creditors to enable resolution applicants to improve/better their plans.

Recording the aforesaid, the appeal is dismissed.

Pending application(s), if any, shall stand disposed of."

21. The above judgment of the Hon'ble Supreme Court itself clearly states

that challenge mechanism when adopted by the CoC to enable Resolution

Applicants to improve/ better their plans, cannot be affected by Regulation

39(1A). The above judgment, thus, in no manner supports the submission of

the Appellant.

22. Learned Counsel for the Respondent in support of its submission

contended that stranger to CIRP cannot be allowed to participate in the

proceedings and has relied on judgment of this Tribunal in Ashdan

Properties Pvt. Ltd. vs. Mamta Binani, RP of Rolta India Ltd. & Ors. -

Company Appeal (AT) (Ins.) No.1985 & 2024 of 2025 16 Company Appeal (AT) (Ins.) No.459 of 2024 and further relied on

Paragraphs 10, 11, 12, and 14 of the judgment, which are as follows:

"10. The Regulation thus clearly provides that the committee shall not consider a resolution plan received from an application whose name does not appear in the list of PRAs. Admittedly, neither Patanjali nor other two applications have submitted any EOI nor their name was reflected in the List of PRAs.

11. Regulation 36A which provide for Invitation for Expression of Interest also empowers the CoC to modify the invitation for Expression of Interest. It is always open for the CoC to take a decision to not proceed on the Applications, EOI received and take a decision for issuance of fresh Form G and permit other applicants to participate. When no fresh Form G has been issued, it is not open for any new applicant to submit application before the Adjudicating Authority for being permitted to participate in the CIRP and submit Resolution Plan.

12. In any view of the matter, affidavit has been filed by the CoC where resolution has been brought on record that the CoC has now decided not to consider any additional new entrants and they will confine their consideration to Resolution Applicants whose names were reflected in the final list of Prospective Resolution Applicants dated 07.11.2023.

*** *** ***

14. The Committee of Creditors having taken resolution not to consider any additional new entrants, we are of the view that impugned order dated 12.02.2024 and 21.02.2024 cannot be sustained. Both the Appeals are allowed. Orders impugned dated 12.02.2024 and 21.02.2024 are set aside. Appeals are disposed of accordingly.

23. The Respondent has placed further reliance on judgment of this

Tribunal in Jindal Power Ltd. vs. Dhiren Shantilal Shah & Anr. -

Company Appeal (AT) (Ins.) Nos.1155-1167 of 2023 and judgment in

Kalinga Allied Industries India Pvt. Ltd. vs. Hindustan Coils Ltd. & Ors.

Company Appeal (AT) (Ins.) No.1985 & 2024 of 2025 17

- Company Appeal (AT) (Ins.) No.518 of 2020. The proposition laid down

in the above judgments clearly support the submission of the Respondents

that the Appellant, who was not part of the CIRP, cannot be allowed to

participate in the CIRP or claim any right to submit a Resolution Plan.

24. In the present case, the Adjudicating Authority after considering all

aspects of the matter has rightly rejected the application - IA No.3777 of 2025

filed by the Appellant. The Adjudicating Authority rightly came to the

conclusion that Applicant was not one among the Resolution Applicants and

it cannot be allowed to raise any grievance with regard to negotiations done

by the CoC with the SRA after the remand order dated 16.10.2024. The

submission made on behalf of the Appellant that issuance of Form-G would

yield a higher Resolution Plans was also rightly rejected. In Paragraphs-6.14

and 6.15, the Adjudicating Authority made following observations:

"6.14 We observe that the primary justification stated by the Applicant for issuance of fresh Form G is that it would yield higher resolution plans, thereby ensuring value maximisation under the Code. It is pertinent to note that in any resolution process, if the resolution applicants are provided with an opportunity to wait and offer better bids at a later stage, the same would encourage nonparticipation at the initial stage or submission of deflated bids initially and come up with higher/better value at a later stage, at the cost of timelines specified in the Code. This would hinder better price discovery and would prove counterproductive to the whole idea of value maximisation. Furthermore, the sanctity and transparency of the process prescribed by law cannot be compromised in the pursuit of maximising value. This is evident from Regulation 39(1B) of the CIRP Regulations, which explicitly bars the CoC from considering any resolution plan received

Company Appeal (AT) (Ins.) No.1985 & 2024 of 2025 18 after the time specified under Regulation 36B, or from a person who does not appear in the final list of prospective resolution applicants.

6.15 The Applicant is fully aware that they have not participated in the CIRP of the Corporate Debtor, yet now seeks an order directing Respondent No.1 to issue Form G. The determination regarding the issuance of a fresh Form G rests with the CoC, and such a decision is integral to their commercial judgement. As far as commercial choices are concerned, it is a settled position that the commercial wisdom of the CoC is paramount, and the same is not to be interfered with even by the Adjudicating Authority. Furthermore, the adjudicatory and supervisory role assigned to the Tribunal under the Code does not encompass the conduct of CIRP by the Tribunal itself. Consequently, we agree with the Respondents' assertion that there is no basis for the Adjudicating Authority to intervene in the CoC's commercial decision- making process."

25. We fully endorse the above view of the Adjudicating Authority.

26. We, thus, are satisfied that no error has been committed by the

Adjudicating Authority in rejecting I.A. (IB) No.3777 of 2025 filed by the

Appellant, where the Appellant has prayed for direction to conduct fresh

issuance of Form-G and other reliefs. Thus, the Company Appeal (AT) (Ins.)

No. 1985 of 2025 filed by the Appellant challenging order dated 25.11.2025

passed in I.A. (IB) No.3777 of 2025 does not warrant any interference. The

Company Appeal (AT) (Ins.) No. 2024 of 2025 filed by the Appellant

challenging the approval of Resolution Plan also does not make out any

ground to interfere with the order approving the Resolution Plan by allowing

I.A. (IBC) (Plan) No.86 of 2025 vide order dated 25.11.2025. The Plan

approved by the CoC in its commercial wisdom and is in compliance of Section

Company Appeal (AT) (Ins.) No.1985 & 2024 of 2025 19 30 sub-section (2) and no interference is warranted in the said order, in the

Appeal filed by the Appellant. In result, both the Appeal(s) are dismissed.

There shall be no order as to costs.

[Justice Ashok Bhushan] Chairperson

[Barun Mitra] Member (Technical)

New Delhi 14th January, 2026

Ashwani

Company Appeal (AT) (Ins.) No.1985 & 2024 of 2025 20