Vinod Singh vs Chandra Prakash Jain

Company Appeal (AT) (Insolvency) No. 800 of 2025 [Arising out of the Impugned Order dated 28.03.2025 passed by the Adjudicating Authority, National Company Law Tribunal, Ahmedabad Bench-II in CP (IB) No. 354 (AHM)/2024] In the matter of: VINOD SINGH Director of Transmissions International India Private Limited House No. 814, Himshika Colony Pinjore, District Panchkula Haryana 134102 E: vsingh27@getrag-ford.com ...Appellant Versus

1. CHANDRA PRAKASH JAIN Erstwhile liquidator of Transmissions International India Private Limited D/501, Ganesh Meridian Opp. High Court of Gujarat SG Road, Ahmedabad 380060 E: jain_cp@yahoo.com

2. TRANSMISSIONS INTERNATIONAL HOLDING GMBH Henry-Ford-straBe 1, NG/W-N8 50735 Cologne Germany E: pdeprins@ford.com

3. Andrea Hilda Braganca Alemao Porter Director of Transmissions International India Private Limited Survey Block 299, 302 & 303/2 Revenue A/C No. 71, Kalana Village Sanand Taluka, Ahmedabad 382110 E: aalemao@ford.com

4. Markus Gerd Wilke Director of Transmissions International India Private Limited Survey Block 299, 302 & 303/2 Revenue A/C No. 71, Kalana Village Sanand Taluka, Ahmedabad 382110 E: Markus.Wilke@magna.com 5. Reiner Eppinger Joint Managing Director of Transmissions International Holding GmbH Henry-Ford-straBe 1, NG/W-N8 50735 Cologne Germany E: Reiner.Eppinger@magna.com

6. Arun Gupta Liquidator of Transmissions International India Private Limited S-34, LGF, Greater Kailash II New Delhi 110048 E: arungupta2211@gmail.com ...Respondents Present:

For Appellant : Mr. Abhijeet Sinha Sr. Advocate with Mr. Divyam Aggarwal, Mr. Aniket Aggarwal and Ms. Kavya Jha, Advocates.

For Respondent : Mr. Gaurav Mitra Sr. Advocate with Mr. Ravi Raghunath, Ms. Honey Satpal and Mr. Nipun Singhvi, Ms. Aishwarya Modi and Mr. Kanishk Khullar, Advocates for R-1.

Mr. Abhimanyu Bhandari Sr. Advocate with Mr. Vishal Ganda, Mr. Anshit Aggarwal and Ms. Diksha Joshi, Advocates for R6.

WITH Company Appeal (AT) (Insolvency) No. 801 of 2025

[Arising out of the Impugned Order dated 29.04.2025 passed by the Adjudicating Authority, National Company Law Tribunal, Ahmedabad Bench-II in IA No. 450(AHM)/2025 in Company Petition (IB) No. 354(AHM)/2024] In the matter of: VINOD SINGH Director of Transmissions International India Private Limited House No. 814, Himshika Colony Pinjore, District Panchkula Haryana 134102 E: vsingh27@getrag-ford.com ...Appellant Page 2 of 18 Company Appeal (AT) (Insolvency) Nos. 800 & 801 of 2025 Versus

1. CHANDRA PRAKASH JAIN Erstwhile liquidator of Transmissions International India Private Limited D/501, Ganesh Meridian Opp. High Court of Gujarat SG Road, Ahmedabad 380060 E: jain_cp@yahoo.com

2. TRANSMISSIONS INTERNATIONAL HOLDING GMBH Henry-Ford-straBe 1, NG/W-N8 50735 Cologne Germany E: pdeprins@ford.com 3. Andrea Hilda Braganca Alemao Porter Director of Transmissions International India Private Limited Survey Block 299, 302 & 303/2 Revenue A/C No. 71, Kalana Village Sanand Taluka, Ahmedabad 382110 E: aalemao@ford.com 4. Markus Gerd Wilke Director of Transmissions International India Private Limited Survey/ Block 299, 302 & 303/2 Revenue A/C No. 71, Kalana Village Sanand Taluka, Ahmedabad 382110 E: Markus.Wilke@magna.com

5. Reiner Eppinger Joint Managing Director of Transmissions International Holding GmbH Henry-Ford-straBe 1, NG/W-N8 50735 Cologne Germany E: Reiner.Eppinger@magna.com 6. Arun Gupta Liquidator of Transmissions International India Private Limited S-34, LGF, Greater Kailash II New Delhi 110048 E: arungupta2211@gmail.com ...Respondents

Page 3 of 18 Company Appeal (AT) (Insolvency) Nos. 800 & 801 of 2025 Present:

For Appellant : Mr. Abhijeet Sinha Sr. Advocate with Mr. Divyam Aggarwal, Mr. Aniket Aggarwal and Ms. Kavya Jha, Advocates.

For Respondent : Mr. Gaurav Mitra Sr. Advocate with Mr. Ravi Raghunath, Ms. Honey Satpal and Mr. Nipun Singhvi, Ms. Aishwarya Modi and Mr. Kanishk Khullar, Advocates for R-1.

Mr. Abhimanyu Bhandari Sr. Advocate with Mr. Vishal Ganda, Mr. Anshit Aggarwal and Ms. Diksha Joshi, Advocates for R6.

JUDGMENT

(Hybrid Mode)

Per: Barun Mitra, Member (Technical)

Present is a set of two appeals filed under Section 61 of Insolvency and

Bankruptcy Code, 2016 ("IBC" in short) by the common Appellant-Managing

Director of the Corporate Debtor which arises out of two orders dated 28.03.2025

and 29.04.2025 (hereinafter referred to as "Impugned Order") passed by the

Adjudicating Authority (National Company Law Tribunal, Ahmedabad Bench-II)

in IA No. 450(AHM)/2025 in Company Petition (IB) No. 354(AHM)/2024.

Aggrieved by the impugned order dated 28.03.2025, Company Appeal No. 800 of

2025 has been filed by the Appellant challenging the said order passed in I.A No.

450 of 2025 by which the Adjudicating Authority has directed that status quo as

on date be maintained with regard to the Liquidator-Respondent No.1. The

second Company Appeal No. 801 of 2025 has been filed challenging the

impugned order dated 29.04.2025 passed in I.A. No. 450 of 2025 by which the

Adjudicating Authority has de-reserved its earlier order of 02.04.2025 for

Page 4 of 18 Company Appeal (AT) (Insolvency) Nos. 800 & 801 of 2025 judgement and pronouncement on IA No. 450 of 2025 challenging removal of

Respondent No.1-Liquidator.

2. It may be pertinent to mention that the facts of both the appeals stem from

the same sequence of events. We are therefore conjointly outlining the relevant

event for deciding both the appeals as below:

22.02.2024 The Corporate Debtor of Transmissions International India Private Limited ("TIIPL" in short) passed a resolution approving voluntary liquidation of TIIPL in terms of Section 59 of the IBC and the Voluntary Liquidation Regulations. 21.03.2024 In an EGM, the shareholders of TIIPL passed resolutions consenting to the voluntary liquidation of TIIPL and appointing Mr. Umesh Ved ("First Liquidator") as the liquidator.

31.05.2024 Rs.134.99 crores was repatriated to the majority shareholder i.e., Respondent No. 2 of TIIPL, while retaining Rs 29 crores in Corporate Debtor's bank account, in accordance with VL Regulation.

18.09.2024 The shareholders of TIIPL passed a resolution for replacing the First Liquidator with Respondent No. 1 - Mr. Chandra Prakash Jain.

03.12.2024 Respondent No.1 filed an application IA No. 1834(AHM)/2024 before Adjudicating Authority seeking directions for return of the money repatriated to Corporate Debtor's shareholders.

28.02.2025 Board of directors of Corporate Debtor passed resolutions for replacing Respondent No. 1 as the liquidator and for appointing Respondent No. 6 as the new liquidator in place of Respondent No. 1, and for convening an EGM.

05.03.2025 The Appellant filed his reply to Respondent No. l's IA No. l834 of 2024, highlighting Respondent No. l's continuous and consistent breaches of the IBC and violating his statutory and fiduciary duties.

17.03.2025 EGM was convened, where shareholders of Corporate Debtor passed resolutions for replacing Respondent No. 1 as liquidator and appointing Respondent No. 6 as the new liquidator.

19.03.2025 Respondent No. 2 issued an email to Respondent No. 1 informing him that he was relieved from his duties as liquidator of TIIPL.

Page 5 of 18 Company Appeal (AT) (Insolvency) Nos. 800 & 801 of 2025 20.03.2025 Respondent No. 6 - the newly appointed liquidator issued an email calling upon Respondent No. 1 to handover documents/ information pertaining to the voluntary liquidation in terms of VL Regulation 41(4). Respondent No.1 purportedly has failed to comply to the above request. 21.03.2025 Respondent No.1 filed an application IA No. 450(AHM)/2025 before Adjudicating Authority challenging his removal from the position of liquidator of TIIPL which hereinafter is referred to "Removal Application" for convenience.

27.03.2025 The Appellant and Respondent Nos. 2 to 5 filed a 'Note on Submissions' in response to the Removal Application.

28.03.2025 The Adjudicating Authority directed parties to file replies to the Removal Application and to maintain status quo in respect of the Liquidator. This "status quo order" has been impugned by the Appellant in CA (AT) (Ins) No.800 of 2025. 01.04.2025 Respondent No. 2 filed reply to the Removal Application.

The Appellant and Respondent Nos. 3 to 5 filed affidavits adopting the reply filed by Respondent No. 2.

02.04.2025 After hearing the parties, Adjudicating Authority reserved final order and judgment in the Removal Application and directed the Appellant and Respondent No.1 to file written submissions.

03.04.2025 The Appellant filed written submissions before the Adjudicating Authority.

29.04.2025 The Adjudicating Authority de-reserved final order and judgment in the Removal Application. Aggrieved by the Impugned Order, the Appellant has come up in CA (AT) (Ins) No.801 of 2025.

3. Making his submissions, Shri Abhijit Sinha, Ld. Sr. Counsel for the

Appellant submitted that that the Corporate Debtor-TIIPL was undergoing

voluntary liquidation process in accordance with Section 59 of the IBC which is

a self-contained statutory provision for purposes of voluntary liquidation. In

terms of Section 59 of IBC and relevant Regulations, the Director and

Shareholders of the Corporate Debtor enjoy statutory right and powers to remove

Respondent No.1 from the position of Liquidator and substitute him by another

Page 6 of 18 Company Appeal (AT) (Insolvency) Nos. 800 & 801 of 2025 Liquidator. It was further added that the Directors and Shareholders of the

Corporate Debtor are free to replace the voluntary liquidator at any stage of the

liquidation process for any reason whatsoever. In the present case, when the

Corporate Debtor had passed Board Resolution on 28.02.2025 and EGM

Resolution on 17.03.2025 for removal of Respondent No.1 from the position of

Liquidator of the Corporate Debtor, the Adjudicating Authority did not have the

jurisdiction to interfere with the decision of the Directors and Shareholders of

the Corporate Debtor for removing Respondent No.1 from the position of

Liquidator. It was vehemently contended that the order of the Adjudicating

Authority dated 28.03.2025 directing the parties to maintain status quo with

respect to the Liquidator was erroneous and beyond the jurisdiction of the

Adjudicating Authority in terms of the statutory framework of IBC.

4. Elaborating further it was submitted that the other impugned order

passed by the Adjudicating Authority on 29.04.2025 de-reserving its final order

and judgment in the Removal Application had the effect of continuing the status

quo order passed earlier on 28.03.2025 and hence was illegal and erroneous.

Submission was also pressed that the impugned order of 29.04.2025 has also

been passed in direct violation of the well settled principle of law that there is no

hiatus or gap between the stages of reserving of judgment and pronouncement

of judgement. The intervening period between reservation and pronouncement

of judgment is a period of continuum. It was submitted that this legal percept

has been propounded by the Hon'ble Supreme Court in Arjun Singh Vs

Mohindra Kumar (1964) 5 SCR 946 and also followed by this Tribunal in the

judgment of Loramitra Rath Vs JM Financial Asset Reconstruction

Company in CA(AT)(Ins.) No. 1359-60 of 2023.

Page 7 of 18 Company Appeal (AT) (Insolvency) Nos. 800 & 801 of 2025

5. Attention was adverted to the fact that the Adjudicating Authority had de-

reserved its order on 29.04.2025 on the grounds that the vakalatnamas and

replies filed by Respondent No. 2 to 5 suffered from procedural defects; that the

Power of Attorney was not adequately stamped; that the Appellant had signed

the replies filed on behalf of Respondent No. 2 to 5 who were foreign citizens

without proper authority and supporting Board Resolutions. It was submitted

that the Adjudicating Authority was well aware of these purported procedural

defects at the time of reserving the order on 02.04.2025. It was further asserted

that the Respondent No.1 had also raised these grounds even at the time of

hearing when the order was reserved on 02.04.2025. Hence, when these grounds

were already in the knowledge of the Adjudicating Authority at the time of

passing of the orders on 02.04.2025 reserving the judgement, these grounds

could not have formed the basis for de-reserving final order and judgment on

the removal application.

6. Refuting the contentions of the Appellant, it was submitted by Shri Gaurav

Mitra, Ld. Counsel for the Respondent that the removal of the Liquidator by the

Appellant and Respondent Nos. 2 to 5 was not in compliance with statutory

requirement and without proper authorisation. Submission was made that the

Adjudicating Authority had correctly noted that there was no Board Resolution

passed by Respondent No.2 authorising the foreign shareholders of the

Corporate Debtor to file their reply. It was also submitted that there was no

proper letter of authority which was given by Respondent Nos.3 to 5 to the

Appellant to file replies on their behalf. Neither was the original Letter of

Authority produced which authorised the Appellant to sign vakalatnama on

Page 8 of 18 Company Appeal (AT) (Insolvency) Nos. 800 & 801 of 2025 behalf of others. The Letter of Authority given by Respondent No.3 to 5 to the

Appellant to sign vakalatnama on their behalf also did not bear proper stamp

duty. Instead, some computer-generated letters were produced. Mere reliance on

Sections 182, 186 and 187 of Contract Act does not suffice to accept computer

generated letter as a Letter of Authority. The replies were also filed without duly

executed Power of Attorney or Apostille and Board of Resolution. Contending

that it is the responsibility of the Adjudicating Authority to ensure that any

person filing their reply ought to enjoy due authority and jurisdiction to do so it

was therefore contended by the Respondent No.1-Liquidator that the

Adjudicating Authority having found these procedural deficiencies could not

have accepted the Vakalatnama/Reply/Letter of Authority which were placed on

record. It was emphatically asserted that the Appellant and Respondent No.2 to

5 cannot claim prejudice since even when the matter was de-reserved on

29.04.2025, opportunity was afforded to the Appellant and Respondent No. 2 to

5 by the Adjudicating Authority to file proper and legal authority along with their

reply. Submission was also pressed that the Liquidator-Respondent No.1 had

valid reasons to question the repatriation of Rs 135 Cr. to Respondent No.2

which the first Liquidator admittedly had done in breach of Section 53 waterfall

mechanism. It was also submitted that this remittance was irregularly made

without compliance to income tax and GST requirements. The Respondent No.1

had therefore sought the directions of the Adjudicating Authority for reversal of

these funds to the Liquidation account by filing I.A. 1834 on which admittedly

the Adjudicating Authority is yet to return its findings.

Page 9 of 18 Company Appeal (AT) (Insolvency) Nos. 800 & 801 of 2025

7. We have duly considered the arguments advanced by the Learned Counsel

for the parties and perused the records carefully.

8. Before we make our analysis and findings, we take notice that contention

was also raised by Respondent No.1 that there was delay on the part of the

Appellant in filing the appeal. It was contended that the Appellant could have

challenged the status quo order of 28.03.2025 if it was opposed to the status

quo instead of waiting until 12.05.2025 to file the appeal. Per contra, the

Appellant submitted that since the IA No. 450 of 2025 was listed for further

consideration on 02.04.2025 on which date the IA was reserved for final order

and judgment, the Appellant for bonafide reasons awaited the final order.

However, only on 29.04.2025 when the Adjudicating Authority passed an order

de-reserving the final judgment which once again led to effective continuance of

the status quo of Respondent No.1 as Liquidator, it immediately proceeded to

file the appeal. In any case, it was contended that it was filed within the

permissible extended period of 45 days.

9. Having considered the rival submissions made on the subject of limitation,

we are of the considered view that it lies within the jurisdiction of this Tribunal

under proviso to Section 61(2) of IBC to condone delay when appeals are filed

after expiry of a period of 30 days as long as such delay does not exceed 15 days

if the Tribunal is satisfied that there was sufficient cause for the delay. In the

present facts of the case, we find that the impugned order dated 28.03.2025 was

uploaded on the website on 01.04.2025. Even if it is held that the clock of

limitation started ticking from 28.03.2025, the 45 days period available under

proviso to Section 61(2) of IBC is seen to end on 12.05.2025. Since this

Page 10 of 18 Company Appeal (AT) (Insolvency) Nos. 800 & 801 of 2025 application was filed on 12.05.2025, we are of the considered view that the

application was filed well within the period of limitation. Further, keeping in view

the peculiar circumstances in which the status quo orders of 28.03.2025 which

was kept reserved for judgment for a while and then de-reserved by the

Adjudicating Authority, we are satisfied with the bonafide of the reasons of delay

explained by the Appellant in filing the appeal. We do not find any reason to hold

that the delay in filing was wilful or by design on the part of the Appellant. In all

fairness, we would also like to record that the Ld. Counsel for the Respondent

No.1 in the course of making his oral submissions stated that he would not like

to contest the issue of limitation. The delay condonation is allowed by us.

10. Dilating on the issue of untenability of the continuance of the status quo

order, it was contended by the Appellant that the appointment and replacement

of a Voluntary Liquidator under Section 59 of the IBC is not subject to judicial

review by the Adjudicating Authority. Section 59 of IBC read with read with

Regulation 5 of IBBI (Voluntary Liquidation Process) Regulation, 2017, ("VL

Regulation" in short) does not vest the Adjudicating Authority with any

jurisdiction to interfere with the decision to appoint and/or replace a Voluntary

Liquidator. Further, in support of their contention that the Directors and

Shareholders of the Corporate Debtor enjoyed the power to remove and replace

the Liquidator-Respondent No.1, attention was drawn to the relevant FAQs on

the voluntary liquidation process uploaded on the website of IBBI which states

that "The Liquidator may be replaced by the same procedure as was followed for

initial appointment of the Liquidator." Hence, it is the case of the Appellant that

the Adjudicating Authority could not have compelled the Corporate Debtor to

Page 11 of 18 Company Appeal (AT) (Insolvency) Nos. 800 & 801 of 2025 continue with Respondent No.1 at a time when the Corporate Debtor had passed

a Board Resolution in terms of the Companies Act, 2013 for removal of

Respondent No.1 and his substitution by Respondent No. 6 which decision of

the Board was also ratified by the EGM. This status quo order of the Adjudicating

Authority tantamount to transgression of jurisdiction by the Adjudicating

Authority rendering the impugned order of 28.03.2025 as one being in the teeth

of the express provisions of the IBC and VL Regulations.

11. At this stage, it may be useful and constructive to notice the relevant

provisions contained in Section 59 of IBC and Regulation 5 of VL Regulations

which reads as under:

Section 59. Voluntary liquidation of corporate persons.

1. A corporate person who intends to liquidate itself voluntarily and has not committed any default may initiate voluntary liquidation proceedings under the provisions of this Chapter.

2. The voluntary liquidation of a corporate person under sub-section (1) shall meet such conditions and procedural requirements as may be specified by the Board.

IBBI (VOLUNTARY LIQUIDATION) REGULATIONS, 2017

5. Appointment of Liquidator.--(1) Subject to Regulation 6, the corporate person shall appoint an insolvency professional as liquidator, and, wherever required, may replace him by appointing another insolvency professional as liquidator, by a resolution passed under clause (c) of sub-section (3) of Section 59 or clause (c) of sub-

regulation (1) of Regulation 3, as the case may be:

Provided that such resolution shall contain the terms and conditions of appointment of the liquidator, including the remuneration payable to him.

(2) The insolvency professional shall, within [seven] days of his appointment as liquidator, intimate the Board about such appointment.

12. Having perused the above statutory provisions for appointment and

replacement of a Liquidator in the process of voluntary liquidation as contained

Page 12 of 18 Company Appeal (AT) (Insolvency) Nos. 800 & 801 of 2025 in Section 59 under Chapter V of the IBC, we find the procedure therein to be

clearly distinguishable from the manner of appointment of a Liquidator under

Sections 33 and 34 of IBC under Chapter III of IBC. In the case of a Liquidator

being appointed for the purpose of voluntary liquidation, the manner of

appointment and removal of a liquidator is comprehensively governed by VL

Regulations as has been noted above. A plain reading of Regulation 5 of VL

Regulations shows that the Corporate Debtor can appoint a Liquidator and

"wherever required" may replace him by another Liquidator by simply passing a

resolution. Thus, in terms of the statutory construct of IBC read with VL

Regulations, there is no need for obtaining any approval of the Adjudicating

Authority for the appointment or replacement of the Liquidator engaged for the

purposes for voluntary liquidation. Nor is there any need for the Director and

Shareholder of the Corporate Debtor to communicate any reason for removal of

a Liquidator.

13. When we look at the facts of the present case, we find that even when the

Corporate Debtor had replaced the first Liquidator by Respondent No.1-

Liquidator, the same procedure prescribed under Regulation 5 of VL Regulations

was followed. Dissatisfied with the performance of Respondent No.1-Liquidator

for reasons of acting in an opaque and non-cooperative manner, the Board of

Directors passed a resolution on 28.02.2025 replacing Respondent No.1 as

Liquidator because of "misconduct, lack of transparency and breach of the

Liquidator's statutory duties". This resolution for replacement was thereafter

ratified by the EGM on 17.03.2025. The same Board Resolution replaced

Respondent No.1-Liquidator with a new Liquidator-Respondent No.6. It is

Page 13 of 18 Company Appeal (AT) (Insolvency) Nos. 800 & 801 of 2025 therefore unambiguously clear that the Respondent No.1-Liquidator already

stood replaced before the orders directing the maintenance of status quo was

passed by the Adjudicating Authority on 28.03.2025.

14. Given this backdrop, we therefore find force in the contention of the

Appellant that the Adjudicating Authority by the impugned order directing the

continuance of Respondent No.1 as Liquidator on the Corporate Debtor acted in

violation of the statutory framework of IBC. Moreover, when the statutory

provisions provide an enabling framework to the Directors and Shareholders of

the Corporate Debtor to replace the Liquidator "wherever required", the

Adjudicating Authority did not have the jurisdiction to force status quo upon the

Corporate Debtor for continuing with Respondent No.1 as the Liquidator.

15. We put all emphasis at our command to point out that the process of

replacement of a Liquidator in the voluntary liquidation process of a solvent

Corporate Debtor falls in an entirely different regime from liquidation process

undertaken following CIRP. Present being a case of voluntary liquidation, we are

of the considered view that the process of replacement of the Respondent No.1-

Liquidator is complete in all respects. When no further approval of the

Adjudicating Authority is required to effectively replace the Respondent No.1-

Liquidator, we proceed to vacate the status quo order issued by the Adjudicating

Authority on 28.03.2025. The new Liquidator-Respondent No.6 may proceed

with the Voluntary Liquidation process of the Corporate Debtor.

16. At this juncture we also take notice that Shri Abhimanyu Bhandari, the

Ld. Sr. Counsel for the new Liquidator-Respondent No.6 submitted that though

the new Liquidator had requested the Respondent No.1-Liquidator under

Page 14 of 18 Company Appeal (AT) (Insolvency) Nos. 800 & 801 of 2025 Regulation 41(4) of VL Regulations to handover documents/information

pertaining to the voluntary liquidation, the same was not complied with. The

new Liquidator also made submission that the Liquidator-Respondent No.1 is

not cooperating in handing over the responsibilities of the Liquidator to the new

Liquidator-Respondent No.6.

17. We now come to the other impugned order dated 29.04.2025 which has

been assailed by the Appellant. It is the case of the Appellant that by passing

this impugned order, thus, de-reserving the final order and judgment in IA No.

450 of 2025 which had been filed by Respondent No.1 challenging his removal

from the position Liquidator, the Adjudicating Authority had effectively

continued the operation of the status quo i.e. the continuation of the Respondent

No.1 as the Liquidator. This was illegal and perverse as it was contrary to the

statutory provisions of the IBC and the VL Regulations. It was also pressed hard

that the voluntary liquidation process is also required to be completed in a time

bound manner. However, the status quo order by forcing the Corporate Debtor

to continue with Respondent No.1 as Liquidator amounts to stalling the

voluntary liquidation process. When the Directors and Shareholders have lost

their confidence in the Liquidator-Respondent No.1, and Board Resolutions had

been passed to remove him, the Adjudicating Authority could not have restored

the status quo without assigning strong, justifiable and cogent grounds.

18. The Appellant has vehemently contended that the grounds on which this

order of 29.04.2025 de-reserved the final order on the removal application were

purely procedural grounds which lack basis. More importantly, we find that

while reserving the order in the Removal Application, the Adjudicating Authority

Page 15 of 18 Company Appeal (AT) (Insolvency) Nos. 800 & 801 of 2025 on 02.04.2025 had clearly noted that "the Respondent No.2 who is resident

Indian who has signed the vakalatnama himself with respect to Respondent No.2

that can be taken on record." Thus, if while reserving the order on 02.04.2025,

the Adjudicating Authority had taken a conscious decision to proceed basis the

vakalatnama and other documents produced by the present Appellant, it

remains unexplained why after a gap of 27 days, the Adjudicating Authority

suddenly turned volte face and de-reserved the same order by questioning the

compliances on the part of Respondent No.2 to 5. Facts concerning the Affidavits

and Letters of Authority etc. of the Respondent Nos 3 to 5 were already in the

full knowledge of the Adjudicating Authority and only after taking due

cognisance of these, it had reserved the judgment. Thus, the impugned order of

29.04.2025 and the earlier order of 02.04.2025 are in contradiction of each

other.

19. We are also constrained to observe that the Adjudicating Authority while

passing the impugned order of 29.04.2025 has failed to apply its mind on the

observations made by itself in its order dated 02.04.2025 wherein it has noted

that IA 450 of 2025 "is filed by the Liquidator who has been changed by the

Respondents with a new Liquidator R 6 during the voluntary liquidation process."

While de-reserving the order, the Adjudicating Authority has skirted the

substantive issue of deciding on the maintainability of the petition of Respondent

No.1 who has already been replaced as Voluntary Liquidator by following the

due process by the Corporate Debtor. Instead, the Adjudicating Authority has

travelled into procedural infirmities and deficiencies in the written submissions,

replies and documents filed by Respondent No.2 to 5 while not commenting on

Page 16 of 18 Company Appeal (AT) (Insolvency) Nos. 800 & 801 of 2025 whether the Respondent No.1 had the right to file an application challenging his

removal.

20. Be that as it may, we also notice that the impugned order of 29.04.2025

while de-reserving the removal application order has fixed the next date of

hearing on 09.06.2025. We do not wish to interfere with the hearing fixed in the

matter. However, the Adjudicating Authority while hearing the matter must first

look into the maintainability of the petition of the Respondent No.1 who has

already been replaced by the Corporate Debtor by following the due process and

not bypass this core issue by foraying into procedural deficiencies in the

documents submitted by Respondent No 2 to 5. The vakalatnama and

authorisation of Appellant having been taken on record already by the

Adjudicating Authority on 02.04.2025 that to our minds should suffice for

consideration of I.A. No. 450 of 2025.

21. In view of the foregoing discussions, we make the following directions:

(i) Company Appeal No. 800 of 2025 is allowed. The impugned order dated

28.03.2025 directing status quo order with regard to the Liquidator-

Respondent No.1 is vacated.

(ii) The newly appointed Liquidator-Respondent No.6 may proceed with

the Voluntary Liquidation Process of the Corporate Debtor and

Respondent No.1 is directed to hand over documents and other

information as solicited from him by Liquidator-Respondent No.6 in terms

of Regulation 41(4) of the Voluntary Liquidation Regulations.

Page 17 of 18 Company Appeal (AT) (Insolvency) Nos. 800 & 801 of 2025

(iii) Company Appeal No. 801 of 2025 is disposed of with the directions

to the Adjudicating Authority to hear the removal application as fixed on

09.06.2025 and decide on the maintainability of the challenge to the

removal application filed by the Respondent No.1 on merit. No costs.

[Justice Ashok Bhushan] Chairperson

[Justice N Sesha Sayee] Member (Judicial)

[Barun Mitra] Member (Technical)

Place: New Delhi Date: 30.05.2025

Abdul

Page 18 of 18 Company Appeal (AT) (Insolvency) Nos. 800 & 801 of 2025