Section 29A ineligibility must rest on proved control or transfer of shares, not an unconsummated arrangement.

A challenge to a resolution plan was not entertained where the appellant had not participated in the challenge mechanism or submitted a final plan, and the CIRP and approval had already been upheld in connected proceedings. Section 29A objections also failed because the alleged share purchase arrangement never fructified, no shareholding was transferred, and no de facto or de jure control of the corporate debtor was shown. The alleged arrangement did not amount to a guarantee or co-obligation under Section 29A(h), and no disqualifying connected person under Section 29A(j) was established. The rejection of the appellant's application and approval of the resolution plan were upheld.

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Issues: (i) Whether the appellant, having not participated in the challenge mechanism and not submitted a final resolution plan, could maintain the challenge to the successful resolution applicant's eligibility and the CIRP process. (ii) Whether the successful resolution applicant was ineligible under Section 29A of the Insolvency and Bankruptcy Code, 2016 on the basis of alleged share purchase arrangements, alleged control, alleged guarantee/co-obligation, and alleged connected persons.

Issue (i): Whether the appellant, having not participated in the challenge mechanism and not submitted a final resolution plan, could maintain the challenge to the successful resolution applicant's eligibility and the CIRP process.

Analysis: The appellant had initially submitted a preliminary plan but did not participate in the challenge process and did not submit the final resolution plan. The adjudicatory forum also noted that the CIRP process and approval of the same resolution plan had already been examined in connected proceedings and upheld. In that background, the appellant's attempt to reopen the process and question the approved plan was not entertained.

Conclusion: The challenge was not entertained on this ground, and the appellant failed to establish a basis to interfere with the CIRP process.

Issue (ii): Whether the successful resolution applicant was ineligible under Section 29A of the Insolvency and Bankruptcy Code, 2016 on the basis of alleged share purchase arrangements, alleged control, alleged guarantee/co-obligation, and alleged connected persons.

Analysis: The alleged share purchase arrangement with the shareholders of the corporate debtor had never fructified, and no shareholding was transferred. On that footing, neither de facto nor de jure control of the corporate debtor could be attributed to the alleged group entities. The alleged arrangement was also held not to amount to a guarantee within Section 29A(h). Since no disqualifying control or transfer of shares was established, the plea under Section 29A(i) failed. The further plea under Section 29A(j) also failed because no ineligible connected person was shown to exist. The objections were therefore unsupported by the record and by the prior findings upholding the non-transfer of shareholding.

Conclusion: The successful resolution applicant was held not to be ineligible under Section 29A, and the objection to its resolution plan was rejected.

Final Conclusion: The impugned order rejecting the appellant's application was upheld, and no interference was warranted with the approval of the resolution plan.

Ratio Decidendi: A resolution applicant cannot be disqualified under Section 29A on the basis of an unconsummated share purchase arrangement or unproved control, and a challenge to an approved resolution plan will not succeed absent a legally sustainable basis to disturb the CIRP process or the commercial decision of the Committee of Creditors.

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