Mandatory Form AA consent governs liquidator replacement; a proposed liquidator has no independent right to appointment.

Replacement of a liquidator under the liquidation regulations required prior written consent of the proposed liquidator in Form AA before the consultation committee and the Adjudicating Authority; non-compliance with that mandatory condition precedent meant the proposed substitution could not be sustained. A proposed liquidator had no independent enforceable right to appointment merely on being recommended, so the challenge based on locus standi failed, and the Adjudicating Authority was not bound to accept the proposed name when statutory requirements were unmet.

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Issues: (i) Whether replacement of the liquidator under Regulation 31A(11) of the Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations, 2016 required prior written consent in Form AA of Schedule II before the Adjudicating Authority and the consultation committee. (ii) Whether the proposed liquidator had locus standi to challenge the order appointing another liquidator and whether the Adjudicating Authority could appoint a different liquidator when the statutory requirements were not met.

Issue (i): Whether replacement of the liquidator under Regulation 31A(11) of the Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations, 2016 required prior written consent in Form AA of Schedule II before the Adjudicating Authority and the consultation committee.

Analysis: Regulation 31A(11) expressly requires the consultation committee, after recording reasons and securing a majority of not less than 66%, to file an application for replacement of the liquidator only after obtaining the written consent of the proposed liquidator in Form AA of Schedule II. The record showed that no such consent was placed before the consultation committee or filed with the application before the Adjudicating Authority. The alleged consent was neither shown to have been duly acted upon in the prescribed manner nor uploaded as required by the relevant IBBI compliance mechanism. The requirement was treated as mandatory, and the omission could not be treated as a mere curable irregularity.

Conclusion: The statutory requirement of prior written consent in Form AA was not complied with, and the proposed replacement could not be sustained on that basis.

Issue (ii): Whether the proposed liquidator had locus standi to challenge the order appointing another liquidator and whether the Adjudicating Authority could appoint a different liquidator when the statutory requirements were not met.

Analysis: A proposed or prospective liquidator has no inherent right to be appointed and is not, by that status alone, a person aggrieved. The challenge therefore lacked merit on locus. In any event, once the consultation committee's proposal failed for want of mandatory compliance, the Adjudicating Authority was not bound to accept the proposed name and could refuse the proposal and act consistently with the statutory scheme governing liquidation.

Conclusion: The challenge was not maintainable in substance, and the appointment of another liquidator did not call for interference.

Final Conclusion: The appeal failed because the statutory preconditions for replacement of the liquidator were not satisfied, and the proposed liquidator had no enforceable right to insist on appointment.

Ratio Decidendi: Where the governing liquidation regulations mandate prior written consent in the prescribed form as a condition precedent for replacement of a liquidator, non-compliance invalidates the proposed substitution and a proposed liquidator has no independent right to claim appointment.

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