Yashdeep Sharma vs Tara Chand Meenia Resolution ...

[Arising out of the Impugned Order dated 13.08.2024 passed by the Adjudicating Authority, National Company Law Tribunal, Jaipur Bench in CP (IB) No. 03/9/JPR/2018]

In the matter of: Yashdeep Sharma Suspended Director of M/s. Maha Associated Hotels Pvt. Ltd. R/o 6113, Sector B-8, Vasant Kunj, New Delhi- 110070. ...Appellant

Versus

1. Tara Chand Meenia, Resolution Professional For M/s. Maha Associated Hotels Pvt. Ltd. R/o. Flat No. 206, GH 3, Sector 24, Panchkula, Haryana - 134112 ...Respondent No.1

2. Punjab & Sind Bank, I.B.D., 6, Scindia House, New Delhi - 110001 Also at: HO SAM Vertical 1st floor, Block 3, NBCC Complex, East Kidwai Nagar, New Delhi - 23. ...Respondent No.2

3. Trufalir Buildwell LLP RZ/DS, KH No. 83/14, Mahavir Enclave, Palam, New Delhi - 110045 ...Respondent No.3 Present:

For Appellant : Mr. Suraj Prakash, Mr. Mrinal Litoria, Ms. Priyanka Solanki, Advocates. For Respondent : Mr. Prakul Khurana, Mr. Yash Tandon, Mr. Gourav Asati, Mr. Nilmesh Sen, Advocates for RP.

Mr. Krishnendu Datta, Sr. Advocate with Mr. Tanmaya Mehta, Mr. Prabhas Bajaj, Mr. Rishav Rai, Mr. Vijeta Singh, Advocates for R-3.

JUDGMENT

(Hybrid Mode)

Per: Barun Mitra, Member (Technical)

The present appeal filed under Section 61 of Insolvency and Bankruptcy

Code 2016 ('IBC' in short) by the Appellant arises out of the Order dated

13.08.2024 (hereinafter referred to as 'Impugned Order') passed by the

Adjudicating Authority (National Company Law Tribunal, Jaipur Bench) in

CP(IB) No.03/9/JPR/2018. By the impugned order, the Adjudicating

Authority has approved the resolution plan of Trufalir Buildwell LLP-the

Successful Resolution Applicant ("SRA" in short) as placed by the Resolution

Professional ("RP" in short) in IA No. 06/JPR/2024 before it while rejecting

the objections raised thereto by the Appellant vide IA No. 353 of 2024.

Aggrieved by the impugned order, this appeal has been preferred by the

Appellant-suspended management of the Corporate Debtor.

2. Making his submissions, Shri Suraj Prakash, the Ld. Counsel for the

Appellant submitted that the RP had failed to conduct the CIRP proceedings

Page 2 of 18 Company Appeal (AT) (Insolvency) No. 1906 of 2024 of the Corporate Debtor with due diligence. To substantiate their contention,

it was stated that resolution plans of the Corporate Debtor as submitted by

the Prospective Resolution Applicants ("PRAs" in short) were considered by

the Committee of Creditors ("CoC" in short) in a manner marred by

irregularities. There were clear violations of the Insolvency and Bankruptcy

Board of India (Insolvency Resolution Process for Corporate Persons)

Regulations, 2016 ("CIRP Regulations" in short). Stressing on the serious

discrepancies and non-transparency in the procedure adopted by the RP/CoC

in the process of approving the resolution plan of the SRA, it was pointed out

that the RP had failed to supply in advance a copy of final and revised

resolution plan both to the CoC and the suspended management. None other

than the RP had a copy of the final resolution plan. It was therefore contended

that the CoC had approved the resolution plan without the resolution plan in

its final form being available before it and hence impermissible as held by the

Hon'ble Supreme Court in the M.K Rajagopalan Vs Dr. Perisamy Palani

Gounder (2024) 1 SCC 42. It was further contended that the financial

proposal in respect of the final revised resolution plan of the SRA was in the

form of an unsigned word document which was therefore not a valid resolution

plan submission. Moreover, since the financial proposal was only screen-

shared by the RP in the CoC meeting, no real and meaningful discussion could

have been held on the viability and feasibility of the resolution plan. The

suspended management had also not been supplied a copy of the resolution

plan and valuation reports. This was clearly in contravention of the well settled

law laid down by the Hon'ble Supreme Court in Vijay Kumar Jain Vs

Page 3 of 18 Company Appeal (AT) (Insolvency) No. 1906 of 2024 Standard Charted Bank and Ors. (2019) 20 SCC 455 that the suspended

management is entitled to entitled to have a copy of the resolution plan of the

PRAs to effectively participate in the CoC meetings.

3. Pointing out some of the other irregularities, it has also been submitted

that the CoC had wrongfully adopted the Swiss Challenge Method. Moreover,

the scoring of quantitative parameters as per the evaluation matrix was

carried out by the RP and not by the CoC. Submission was pressed that that

when the resolution plans received from PRAs were put up for voting in the

54th CoC meeting, RP had hastily conducted the voting on the resolution plan.

It was also submitted that the liquidation value of the Corporate Debtor by the

erstwhile RP was Rs 42 Cr. while the present RP showed the liquidation value

as only Rs 4.8 Cr. Despite the significant difference between the estimates of

the two valuers, the RP had failed to do so thereby jeopardising the mandatory

process of valuation of the Corporate Debtor. Hence, CoC was compelled to

accept a resolution plan for the Corporate Debtor entailing huge haircut

suffered by the Secured Financial Creditor and nil payment for other creditors.

It is also submitted that the resolution plan is conditional because prior

consent of Rajasthan State Industrial Development and Investment

Corporation Ltd. ("RIICO" in short) had not been taken for renewal of the

lease in favour of the Corporate Debtor before the approval of the resolution

plan. It was pointed out that the Hon'ble Supreme Court in the case of Greater

Noida Industrial Development Authority Vs Prabhjit Singh Soni in Civil

Appeal No. 7590-7591 of 2023 held that though feasibility and viability of

Page 4 of 18 Company Appeal (AT) (Insolvency) No. 1906 of 2024 a plan are economic decisions best left to the commercial wisdom of the CoC,

but when a plan envisages use of land not owned by the Corporate Debtor but

by a third party, there has to be a closer examination of the plan's feasibility.

It has also been added that the RP has failed to do due diligence in respect of

the source of funds to be infused by the SRA. It is also contended that the CoC

had rejected the settlement proposal of the promoters which settlement

proposal aimed at maximizing the value of the Corporate Debtor and exceeded

the plan value of the SRA. The failure of the CoC to consider the offer of

settlement of the promoters is arbitrary. It was further added that though the

Appellant had filed IA No. 353 of 2024 before the Adjudicating Authority

raising objections to the approval of the resolution plan filed by the RP, the

Adjudicating Authority did not give any findings on the grounds raised by the

Appellant in their challenge to the approval of the resolution plan.

4. Refuting the contentions of the Appellant, Shri Krishnendu Datta, Ld. Sr.

Counsel for the SRA-Respondent No.3 submitted that the Appellant is

disgruntled and dissatisfied as its resolution plan failed to pass muster. The

Appellant had submitted his resolution plan on 26.04.2024 which plan was

under consideration of the CoC until 22.05.2024 when it was rejected. Having

subjected themselves to the process of submission of resolution plans and

having participated as a competing party with other PRAs, it does not behove of

the Appellant to assail the resolution plan of other competing parties. It was

asserted that the RP had been fair and transparent in the conduct of the CIRP

and made complete disclosure of all relevant information to all the relevant

Page 5 of 18 Company Appeal (AT) (Insolvency) No. 1906 of 2024 stakeholders on the resolution plans of all PRAs for proper conduct of voting

process. On the contrary, the Appellant had wilfully violated the CIRP

Regulations while submitting their resolution plan by not depositing EMD and

for not having filed any Expression of Interest which led to rejection of their

resolution plan. Thus, they have no right to point fingers at the RP/CoC on the

manner of conduct of CIRP. It was vehemently contended that the Appellant was

only trying to derail and drag the CIRP process by raising technical pleas. The

CIRP process for approval of resolution plan and the voting was run in a fair and

transparent manner which had led to substantially revised offer from the anchor

bidder. It was fervently contended that the Appellant being the suspended

management, who had been competing with other PRAs by submitting their

resolution plan, their approach and thinking in respect of CIRP of the Corporate

Debtor was impacted by conflict of interest. Thus, raising questions on the

bonafide of the Appellant, it was asserted that their objections to the resolution

plan of the SRA was rightly overruled by the Adjudicating Authority as the

suspended management could not be allowed to substitute the wisdom of the

CoC in deciding on the merits of a resolution plan. It was also contended that

the issue of valuation of the Corporate Debtor was not raised before the

Adjudicating Authority and cannot therefore be agitated before the Appellate

Tribunal. It was added that in any case this contention is misconceived as CIRP

Regulation 35(1)(b) is applicable in case of variance in the estimates of registered

valuers appointed by the same RP while in this case the valuation report was

submitted during the tenure of the erstwhile RP. Further, on the contention of

the Appellant that the resolution plan of the SRA was contingent upon

Page 6 of 18 Company Appeal (AT) (Insolvency) No. 1906 of 2024 resumption of lease by RICCO, it was pointed out that this issue has been looked

into by the Adjudicating Authority at para 37 of the impugned order and found

that the obligation under the resolution plan of the SRA is not contingent or

conditional upon continuation of occupation of the said land or resumption of

lease by the RICCO. On the issue of failure of the CoC to consider the offer of

settlement of the promoters, it was contended that this matter not having been

raised before the Adjudicating Authority cannot be therefore be raised at this

appellate stage.

5. We have duly considered the arguments advanced by the Learned

Counsel for the parties and perused the records carefully.

6. The broad questions before us which require to be answered is whether

there was any evidence of irregularity in the conduct of CIRP proceedings by

the RP and whether the Appellant in their capacity as suspended management

was prevented from effectively participating in the CoC deliberations and

whether the Adjudicating Authority had erred in approving the resolution plan

of the SRA. All the above issues are closely interlinked and will be dealt

together.

7. It is the case of the Appellant that in their capacity as suspended

management of the Corporate Debtor they had a right to participate in the

CoC proceedings and were entitled to have a copy of the resolution plan of all

the PRAs. However, their participation was stymied by the RP as they were

denied access to a copy of the resolution plan of SRA. Buttressing their

argument, the Appellant stated that they had sent an e-mail to the RP

Page 7 of 18 Company Appeal (AT) (Insolvency) No. 1906 of 2024 demanding the resolution plan of the SRA. However, the RP did not share the

plan prior to the commencement of voting which displays a clear intention on

their part to prevent the suspended management from effectively participating

in the discussion on the resolution plan. The email containing the final revised

resolution plan of SRA-Respondent No. 3 was received by RP on the evening

of 22.05.2024 by e-mail in the form of a word document sent as an

attachment. Clauses 11(i) and 11(ii) of the RFRP required the SRA to sign each

page of the submitted resolution plan which has not been done. As this

document was unsigned, it was not even a valid resolution plan submission.

It was also mentioned that even the CoC was not supplied copy of the plan of

the PRA and that it was merely screen-shared during the CoC meeting.

Further, the manner in which the resolution plan was approved in the 54 th

CoC meeting casts a serious doubt on the bonafide of the RP in the conduct

of the CIRP. Since, the financial proposal of the plan was screen shared by the

RP at the time of CoC meeting, no real discussion could be held on the

feasibility and viability of the resolution plan as no member of the CoC had a

copy of the final revised resolution plan. It is pointed out that while the final

revised resolution plan was received at around 5 pm, the 54th CoC meeting

concluded by around 6 pm which shows that the resolution plan was hastily

passed by the CoC. It is therefore contended that the CoC had approved the

resolution plan without the resolution plan in its final form being available

before it and hence impermissible as held by the Hon'ble Supreme Court in

the M.K Rajagopalan Vs Dr. Perisamy Palani Gounder (2024) 1 SCC 42.

Advancing their arguments further, it has been stated that since the word

Page 8 of 18 Company Appeal (AT) (Insolvency) No. 1906 of 2024 document of the resolution plan was opened in the CoC meeting, the necessary

steps outlined under IBC like scrutiny of plan by RP under Section 30(2) of

the IBC, evaluation of plan by RP and CoC as per evaluation matrix could not

have been completed. It is also contended that the scoring on evaluation

matrix which is the prerogative of the CoC was in fact done by the RP which

is not in order.

8. To go to the root of the matter, we need to go into the record of

deliberations of the CoC. From material placed on record, it is apparent that

in the 52nd CoC meeting dated 09.05.2024, the CoC in exercise of its

commercial wisdom decided to adopt the Swiss Challenge method for approval

of the resolution plan wherein the consideration offered by the anchor

bidder/highest bidder was to be shared with the other Resolution Applicants

to give them a fair opportunity to tender their best possible offer. Thereafter,

the anchor bidder was to be given a final opportunity to improve upon its offer

over other highest bids received, if any during such process. This approach

adopted by the CoC cannot be faulted as it is in consonance with the intent

and objective of IBC to further the value maximization of the Corporate Debtor.

9. When we look at the impugned order, we find that the Adjudicating

Authority has taken cognisance that the RFRP provided for the Swiss

Challenge Method. For easy reference, we would like to reproduce the relevant

excerpts from the impugned order as below:

"29. In so far as the adoption of the Swiss Challenge Method is concerned, it is relevant to mention that Clause 10(i) of the Request for

Page 9 of 18 Company Appeal (AT) (Insolvency) No. 1906 of 2024 Resolution Plan ('RFRP') categorically provided for adoption of the challenge mechanism by the CoC at its discretion. The relevant extract of the RFRP is reproduced hereunder: -

"The CoC may also use a challenge mechanism to enable resolution applicants to improve their plans in terms of Regulation 39(1A)(b) of the CIRP Regulations, 2016.""

10. The contention of the Appellant that the CoC had wrongfully adopted the

Swiss Challenge Method goes against the teeth of CIRP Regulation 39(1A) which

allows the Swiss Challenge Method as one of the options which can be adopted

by the CoC in requesting for resolution plan. It may be useful to notice

Regulation 39(1A) which is as extracted below:

"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."

Thus, in terms of the above regulatory framework of IBC, we cannot read any

fetters on the power of the CoC to take a decision to embark on extended

challenge method. The Challenge Mechanism envisaged under Regulation 39(1A)

by its nature envisages multiple rounds of challenge so as to enable Resolution

Applicants to improve their Plans. Regulation 39(1A) does not prohibit CoC from

negotiating with Resolution Applicants or asking Resolution Applicants to

further increase the Plan value. Any such step taken by the CoC to follow the

Swiss Challenge Method cannot be said to be arbitrary or in violation of any

statutory provisions of the IBC. We also find that in the 53rd CoC meeting, the

RP requested the COC for a discussion on Swiss Challenge method adopted and

Page 10 of 18 Company Appeal (AT) (Insolvency) No. 1906 of 2024 its fairness and transparency as the same had been questioned by one of the

PRAs. The CoC had noted that the process has been carried on by the RP and

his team in a completely fair and transparent manner which process was also

well explained to all the PRAs. The declaration of the Anchor Bidder was also

made in a transparent manner and all the other PRAs were given opportunity to

improve the consideration in two rounds of discussions held in the COC meeting

on 09.05.2024.

11. Thus, we are of the considered opinion that this contention of the

Appellant questioning Swiss Challenge method clearly lacks merit as the

adoption of Swiss Challenge for value maximization was the outcome of the

commercial wisdom of COC. The Adjudicating Authority has not committed any

error in holding at para 30 of the impugned order that "a perusal of the 52nd

CoC Meeting reveals that the agenda qua adoption of the Swiss Challenge Method

and the Anchor Bidding system were duly approved by the CoC in its commercial

wisdom."

12. This brings us to two other important allegations of irregularity in the CIRP

process levelled by the Appellant. Firstly, that the resolution plan was not shared

by the RP either with the CoC or the Appellant and, secondly, that scoring of

quantitative parameters as per the evaluation matrix was carried out by the RP

and not by the CoC. It has been stoutly contended that the suspended

management was required to be supplied with a copy of the resolution plan and

valuation reports as laid down by the Hon'ble Supreme Court in Vijay Kumar

Jain judgement supra.

Page 11 of 18 Company Appeal (AT) (Insolvency) No. 1906 of 2024

13. We now proceed to examine the contentions as outlined in the preceding

paragraph. To answer this question, we need to notice how the deliberations of

the CoC progressed in the 53rd and 54th meetings held on 17.05.2024 and

22.05.2024 respectively. At the outset we must add that the RP took the roll call

of all the participants including the Financial Creditors and suspended directors

who attended the CoC meeting. Wherever required the PRAs were also invited to

the meetings and admitted for discussion with CoC members. In the given

circumstances, we are not impressed by the contention of the Appellant that

there was violation of the CIRP Regulations 21 and 24.

14. When we peruse the minutes of the 53rd CoC meeting, we find that all the

PRAs were given a chance to submit their best proposal in terms of the Swiss

Challenge method pursuant to which 2 applicants had submitted their revised

plans. Thereafter, the anchor bidder-Truflair Buildwell was allowed to revise its

offer. On receipt of final revised resolution plans from the PRAs, the same were

put for discussion before the CoC in the first session of the 54th CoC meeting,

wherein all the PRAs were invited to participate and present their respective

plans. During this meeting, one of the PRAs abstained from participating while

the plan of the other PRA (who decided not to revise their plan value) could not

be taken up for voting as it was found to be conditional. Thereafter, the same

54th CoC in the second session, deliberated upon the revised resolution plan

submitted by the anchor bidder-Truflair Buildwell. The RP apprised the

members of CoC that despite being the highest bidder, Truflair Buildwell has

further improved the offer by Rs 1.50 cr and cured their plan by removing the

Page 12 of 18 Company Appeal (AT) (Insolvency) No. 1906 of 2024 conditional clause. Thus, clearly this is a case where the revised resolution plan

of the SRA was duly considered, evaluated and approved by the CoC before the

RP placed the same for the approval of the Adjudicating Authority and hence the

ratio of the judgement of the Hon'ble Supreme Court in M.K Rajagopalan supra

is clearly not applicable in the present factual matrix.

15. This brings us to the related contention raised by the Appellant that the

RP had only screen shared the resolution plan during the 54th CoC meeting in

the second session and this prevented effective discussion of the resolution plans

by the CoC and the suspended management. When we look at the entire chain

of events, we find that the Appellant has deliberately chosen to ignore the fact

that all the PRAs were given opportunity to present their plan in the COC meeting

held on 09.05.2024 and after threadbare discussion given opportunity to

improve their plan value consideration. Thus, the CoC members were fully aware

of the details of the plan proposals submitted by the PRAs. At this stage, all PRAs

were asked to send their best possible offers in a closed envelope and password

protected soft copy by 21.05.2024 for consideration of the CoC. This modality

was equally applicable on all the PRAs in terms of the decision taken by the CoC.

The resolution plans received from PRAs other than the anchor bidder were

opened up during the first session of the 54th meeting and was displayed through

shared screen during the said meeting. Thereafter the resolution plan submitted

by the anchor bidder for approval of CoC was also shared on screen by the RP

and then the same was thoroughly evaluated by COC. When the CoC, inspite of

being the stakeholder whose interests were most critically affected, had evinced

Page 13 of 18 Company Appeal (AT) (Insolvency) No. 1906 of 2024 no complaints about the fairness and transparency of the process which had

been followed by the RP, we do not find much force in the contention of the

Appellant that there were irregularities in the process followed by the RP.

16. Interestingly, we notice that the Appellant had not volunteered

information on his own that he was also one of the Resolution Applicants. This

was vociferously contended by the SRA and asserted that the Appellant could

not have claimed access to the resolution plans of other PRAs as it would

tantamount to breach of the confidentiality and commercial sensitivity of the

plans submitted by the other PRAs. On a pointed query made by this Bench, the

Appellant admitted that it had also wanted to submit a plan but their request

was rejected. A closer look at the minutes of the 53 rd CoC meeting shows that a

password protected resolution plan was submitted belatedly by the Appellant

which was not considered as they had failed to submit EOI within the prescribed

timeline in Form G and also failed to submit earnest money. Thus, when the

Appellant had themselves submitted password protected resolution plan without

any protestation, they cannot now contend that this procedure suffered from

irregularities. Furthermore, when the Appellant was callous, negligent and failed

to adhere to the CIRP Regulations in the submission of their own resolution plan,

it does not lie in their mouth to nit-pick on imaginary irregularities committed

by the RP.

17. At this juncture, we would like to add that we have no quarrel with the

proposition of law laid down by the Hon'ble Apex Court in Vijay Kumar Jain

supra that the suspended management has a right to participate in the CoC

Page 14 of 18 Company Appeal (AT) (Insolvency) No. 1906 of 2024 meetings and entitled to documents including resolution plan since Regulation

35 of CIRP Regulations recognises the vital interest of the suspended

management in a resolution plan. This judgment of the Hon'ble Supreme Court

which has been relied upon by the Appellant is however not applicable in the

facts of the present case since here in light of the distinguishing fact that

suspended management had also staked their claim as a Resolution Applicant.

In the present case, when it is an admitted fact that the Appellant was also a

competing Resolution Applicant, no copy of the resolution plan of other PRAs

could have been shared in advance with the Appellant as it would have triggered

conflict of interest. Even though the resolution plan of the Appellant had been

rejected, since the Appellant was admittedly in the fray until 22.05.2024, it

cannot be ruled out that an element of bias would arise while considering the

resolution plan of another competing Resolution Applicant.

18. This brings us to the submission made by the Appellant that there was

irregularity in the process on account of the scoring of quantitative parameters

as per the evaluation matrix having been carried out by the RP and not by the

CoC. We find this allegation also to be misleading. When we look at the

proceedings of the 54th CoC meeting, we find that the RP had displayed the

Evaluation Matrix through screen-sharing and the CoC assigned scores on the

qualitative parameters of the compliant resolution plans based on the financial

parameters and other parameters for each Resolution Plan. Though the scoring

of quantitative parameters was done by RP, it was clarified by the RP that the

scoring on Evaluation Matrix being the prerogative of the COC, as RP, he was

Page 15 of 18 Company Appeal (AT) (Insolvency) No. 1906 of 2024 only assisting the CoC members in scoring and evaluating the Matrix. The RP

had further sought views of the CoC members on the scores allotted to each

Resolution Applicant. Further, in accordance with Regulation 39(3) of CIRP

Regulations, the CoC evaluated the resolution plan with respect to the evaluation

matrix and other parameters and recorded their views on the feasibility and

viability of the Resolution Plan of the SRA which had scored 95 out of 100 on

qualitative parameters of resolution plan. Reliance has been placed by the

Respondents on the judgment of this Tribunal in PNC Infratech Limited Vs

Deepak Maini in CA(AT)(Ins)No. 143 of 2020 wherein it has been held that

there is no such mechanism under the IBC that gives the right to the

Unsuccessful Resolution Applicant to challenge the score granted as per the

evaluation matrix prepared by the CoC and the RP. The evaluation matrix and

Process Document are documents which have been issued by the CoC and the

CoC is the best judge to interpret its own documents and apply it for evaluation

of the plan of the Resolution Applicants. Since the RFRP document has been

approved by the CoC and the RFRP document provides for the evaluation matrix,

the scoring done by the RP with the approval of the CoC cannot be questioned

as arbitrary or unreasonable. CoC is the best judge to decide on how the

evaluation matrix contained in the RFRP can be applied. The Appellant therefore

cannot go into the technical issues with regard to evaluation and score matrix

which is in the exclusive domain of the CoC. This is clearly a business decision

of the CoC and unless there is any clear violation of Section 30(2) of the IBC,

this decision of the CoC cannot be lightly challenged.

Page 16 of 18 Company Appeal (AT) (Insolvency) No. 1906 of 2024

19. Thus, to answer the first two parts of the questions delineated at para

6 above, we are of the considered view that there is no patent irregularity found

in the conduct of CIRP proceedings by the RP nor any facts and circumstances

placed on record which substantiate that the Appellant in their capacity as

suspended management was prevented by the RP/CoC from effectively

participating in the CoC deliberations.

20. This brings us to the question as to whether the Adjudicating Authority

had erred in approving the resolution plan of the SRA. It is equally pertinent

at this juncture to notice that the plan of SRA was put to vote and approved

by the CoC with 100% voting. The Hon'ble Supreme Court in a catena of

judgments has laid down that commercial wisdom of CoC has to be given

paramount importance and cautioned time and again about the need of

minimal interference in the commercial decision of CoC to approve the

Resolution Plan. It has been held that the opinion expressed by the CoC after

due deliberations in the meetings through voting, as per voting shares, is the

collective business decision and that the decision of the CoC's commercial

wisdom is non-justiciable, except on limited grounds as are available for

challenge under Section 30(2) or Section 61(3) of IBC. The Hon'ble Supreme

Court has consistently held that it is not open to the Adjudicating Authority

or the Appellate Authority under IBC to take into consideration any other

factor other than the ones specified in Section 30(2) or Section 61(3) IBC in

questioning the decision of the CoC. This position of law has been consistently

reiterated by the Hon'ble Apex Court in Essar Steel India Ltd. v. Satish Kumar

Page 17 of 18 Company Appeal (AT) (Insolvency) No. 1906 of 2024 Gupta (2020) 8 SCC 531, Maharashtra Seamless Ltd. v. Padmanabhan

Venkatesh (2020) 11 SCC 467, Kalpraj Dharamshi v. Kotak Investment

Advisors Ltd. (2021) 10 SCC 401, Ghanashyam Mishra & Sons (P) Ltd. v.

Edelweiss Asset Reconstruction Co. Ltd. (2021) 9 SCC 657. There are no

adequate grounds shown or material placed on record by the Appellant as to

how the resolution plan of the Appellant does not conform to Section 30(2) of

IBC. We also do not find that sufficient ground has been made out within

meaning of Section 61(3) of the IBC to interfere with the decision of the

Adjudicating Authority approving the Resolution Plan of the SRA.

21. Having regard to the foregoing discussion, we are of the view that the

Adjudicating Authority did not err in approving the resolution plan of the SRA.

We are also of the considered view that the Adjudicating Authority did not

commit any error in rejecting the interlocutory application of the Appellant

objecting to the approval by the CoC of the resolution plan of the SRA. In

result, the impugned order does not warrant any interference. Appeal being

devoid of merit is dismissed. No order as to costs.

[Justice Ashok Bhushan] Chairperson

[Barun Mitra] Member (Technical)

Place: New Delhi Date: 11.12.2024

Abdul/Harleen

Page 18 of 18 Company Appeal (AT) (Insolvency) No. 1906 of 2024