2025 (4) TMI 114 - AT - IBC

Committee of Creditors Can Replace Resolution Professional with 66% Majority Vote Without Providing Reasons Under Section 27 of IBC

Raj Radhe Finance Ltd. Versus Niharika Maheswari (RP Amul Industries Pvt. Ltd.)

The NCLAT allowed an appeal against the Adjudicating Authority's rejection of a Resolution Professional (RP) replacement application. The Tribunal held ... Rejection of application for the replacement of the Resolution Professional (RP) under Section 27 of the Insolvency and Bankruptcy Code (IBC) - approval of the Committee of Creditors for replacement of the RP received - HELD THAT:- With regard to the application, u/s 27 of Insolvency & Bankruptcy Code, the law is well settled in Sumat Kumar Gupta Vs. Committee of Creditors [2022 (9) TMI 174 - NATIONAL COMPANY LAW APPELLATE TRIBUNAL, PRINCIPAL BENCH, NEW DELHI], where it was held that 'invoking of Section 27 and adopting a protracted procedure in that regard, as appears to have been done by the Adjudicating Authority, is unwarranted. This only has resulted in wastage of time and prolonging the CIRP Process. In the face of CoC resolution passed with more than the requisite majority, it cannot lie in the mouth of IRP that any of his legal rights have been infringed. It would have been wise on his part to bow to the commercial wisdom of the Committee of Creditors and quit gracefully. Be that as it may, there was no merit in the case set up by IRP before the Adjudicating Authority and the same was required to be dealt with without insisting upon filing of affidavit by the IRP in regard to the provision of law invoked to pass the resolution.' Conclusion - The CoC can replace the RP with a requisite majority without needing to provide reasons. The order passed by Adjudicating Authority cannot be sustained - appeal allowed. ISSUES PRESENTED and CONSIDEREDThe core legal issue considered in this judgment is whether the Adjudicating Authority erred in rejecting the application for the replacement of the Resolution Professional (RP) under Section 27 of the Insolvency and Bankruptcy Code (IBC). The appeal challenges the decision based on the approval of the Committee of Creditors (CoC) for the replacement, arguing that the decision of the Adjudicating Authority is contrary to the IBC framework.ISSUE-WISE DETAILED ANALYSISRelevant Legal Framework and PrecedentsSection 27 of the IBC governs the replacement of the RP. The legal framework, as interpreted by prior judgments of the Appellate Tribunal, establishes that the CoC, with the requisite majority, can decide to replace the RP without needing to provide reasons or grounds. The Tribunal referenced several precedents to support this interpretation:Punjab National Bank vs. Kiran Shah: This case established that the CoC is not required to record reasons for replacing the RP, and the Adjudicating Authority should not interfere unless the CoC's decision is perverse or without jurisdiction.Bank of India vs. Nithin Nutritions Pvt. Ltd.: This decision reinforced that the relationship between the RP and CoC is based on confidence, and if confidence is lost, the CoC can replace the RP without providing reasons.Committee of Creditors of LEEL Electricals Ltd. vs. Leel Electricals Ltd.: This case underscored that invoking Section 27 should not lead to a protracted procedure, and the CoC's commercial wisdom should be respected.Court's Interpretation and ReasoningThe Tribunal interpreted Section 27 as allowing the CoC to replace the RP with a requisite majority vote. It recognized that the CoC's decision is based on commercial wisdom and does not require adherence to principles of natural justice, such as providing an opportunity for the RP to be heard before the Adjudicating Authority. The Tribunal emphasized that the scheme of Section 27 implicitly excludes these principles, focusing instead on the CoC's decision-making process.Key Evidence and FindingsThe Tribunal noted the voting results, where 78.86% of the CoC members voted in favor of replacing the RP, while 21.14% abstained. The appellant, holding a 68.18% vote share, supported the replacement. The Tribunal found that this voting outcome satisfied the requirements under Section 27 for replacing the RP.Application of Law to FactsThe Tribunal applied the legal principles established in previous cases to the facts of the present case. It determined that the CoC's decision, backed by a significant majority, was sufficient to warrant the replacement of the RP. The Tribunal concluded that the Adjudicating Authority's rejection of the application was inconsistent with the established legal framework and precedents.Treatment of Competing ArgumentsThe Tribunal addressed the argument regarding the necessity of adhering to principles of natural justice by clarifying that Section 27 does not require such adherence. It dismissed the need for the RP to be heard by the Adjudicating Authority before the decision, as the CoC's commercial judgment prevails. The Tribunal also noted that the appellant did not press any allegations against the RP, further simplifying the matter.ConclusionsThe Tribunal concluded that the Adjudicating Authority's order rejecting the application for the RP's replacement could not be sustained. It allowed the appeal, set aside the impugned order, and approved the application for the RP's replacement.SIGNIFICANT HOLDINGSThe Tribunal reaffirmed the principle that the CoC's decision to replace the RP, when made with the requisite majority, should not be interfered with by the Adjudicating Authority unless the decision is shown to be perverse or without jurisdiction. It emphasized the CoC's commercial wisdom and the exclusion of natural justice principles in the context of Section 27.Core Principles EstablishedThe CoC can replace the RP with a requisite majority without needing to provide reasons.The Adjudicating Authority should not interfere with the CoC's decision unless it is perverse or without jurisdiction.The principles of natural justice are implicitly excluded in the scheme of Section 27.Final Determinations on Each IssueThe Tribunal allowed the appeal, set aside the Adjudicating Authority's order, and approved the replacement of the RP as decided by the CoC. It also noted that the replaced RP could request fees and expenses as per the CoC's decision.