TaxTMI 
TaxTMI 
2026 (9) TMI 1929
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....s for RP/R-1. Mr. Niranjan Reddy, Senior Advocate For Mr. Sidharth Sethi, Ms. Shreya Sircar & Ms. Riya Singh, Advocates for R-2 JUDGEMENT NARESH SALECHA, MEMBER (TECHNICAL) 1. There are two appeals i.e. Company Appeal (AT) (Ins) No. 258 of 2025 and Company Appeal (AT) (Ins) No. 259 of 2025 filed by the Appellant, Mandava Prabhakar Rao. 2. The present reference arises from the Order dated 10.11.2025 passed by the Division Bench at Chennai in Company Appeal (AT)(CH)(Ins) Nos. 258 and 259 of 2025, recording a difference of opinion. Pursuant thereto, the points of difference have been referred to me for determination and, accordingly, the present findings are confined thereto. 3. Since both appeals i.e. Company Appeal (AT) (Ins) No. 258 of 2025 and Company Appeal (AT) (Ins) No. 259 of 2025 have been heard together and the counsels of both the appeals agreed that both the appeals can be disposed by a common order, hence both the appeals are being dealt conjointly in the following discussion and a common order will be passed subsequently. 4. The present appeals have been filed by the Appellant i.e. Mandava Prabhakar Rao, who is the erstwhile/suspended Director of NSL....
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....d ground of lack of authorization. The Appellant submitted that such action was taken without prior notice, warning, or opportunity to cure the alleged defect and is therefore arbitrary, illegal, and violative of principles of natural justice. The Appellant explained that the said meeting involved crucial agenda items, including approval of the Resolution Plan and disqualification of other prospective resolution applicants, namely Vedanta Ltd. and OMIPL, in favour of M/s. Rungta Mines Ltd., thereby directly impacting the Appellant and other directors of Suspended Board of Director of the Corporate Debtor. 9. The Appellant submitted that the exclusion of the representative was not only procedurally improper but also indicative of a deliberate attempt to side-line the suspended Board and restrict its participation in critical decision-making. It is further contended that the disqualification of competing resolution applicants and preferential consideration of a particular resolution plan demonstrates arbitrary and prejudicial conduct on the part of the Resolution Professional, thereby undermining the integrity of the CIRP. 10. It is submitted that even after submission of the c....
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....voluntary absence. The insistence on such requirements, without precedent in earlier meetings, constitutes arbitrary deviation from established practice. The Appellant submitted that Section 24(4) of the Code merely safeguards validity of proceedings in cases of absence and does not sanction exclusion of participants. The Appellant contended that the Adjudicating Authority failed to consider the law laid down by the Hon'ble Supreme Court in Vijay Kumar Jain v. Standard Chartered Bank (2019) 20 SCC 455, which unequivocally recognizes the right of suspended directors to access resolution plans and relevant CIRP documents, subject to reasonable safeguards. 16. The Appellant submitted that immediately after the meeting, objections were raised vide emails dated 17.07.2024 against the illegal exclusion and regarding authorization. However, the Resolution Professional failed to provide the minutes of the 20th CoC meeting within the stipulated time. Instead, after a delay of one week, vide email dated 23.07.2024, the Resolution Professional sought to impose a confidentiality undertaking as a precondition for furnishing the minutes, thereby attempting to justify and conceal the irregular....
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....e Resolution Professional on 23.09.2024 and 18.12.2024 respectively, as arbitrary and illegal. The Appellant contended that these meetings were convened solely to obtain a No Objection Certificate ("NOC") for changing the usage of land held by the Corporate Debtor. The Appellant argued that such alteration in land usage was neither necessary at that stage nor within the domain of the CoC or the Resolution Professional, particularly in view of the pending application before the Adjudicating Authority for approval of the Resolution Plan. 21. The Appellant further submitted that the Resolution Professional ought to have undertaken this exercise prior to issuing Form G, which would have attracted a greater number of resolution applicants and facilitated value maximization for the CD. The Appellant contended that, upon its objection to the 21st CoC meeting vide email dated 17.09.2024, the Resolution Professional responded vide email dated 20.09.2024, relying on various Insolvency Law Committee Reports to assert its authority, and falsely claimed that the action was based on oral observations of the Adjudicating Authority. The Appellant argued that this claim is demonstrably false, as....
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....lution Professional's conduct appears motivated by bias in favour of the Successful Resolution Applicant ("SRA"), whose plan was approved under questionable circumstances, thereby undermining the sanctity of the CIRP and the objective of value maximization under the Code. The appellant submitted that the proceedings of the 21st CoC meeting are procedurally flawed and legally unsustainable, particularly in light of the pending challenge to the 20th CoC meeting vide I.A. Nos. 1724 and 1725 of 2024, the non-circulation of critical documents, and the prejudicial handling of objections. 25. The appellant further submitted that the conduct of the 22nd CoC meeting on 18.12.2024, which it could not attend due to technical issues, reveals significant procedural lapses, including absence of comprehensive disclosures and decisions made without adequate stakeholder consultation, deviating from the principles of transparency and fairness under the Code. The appellant contended that the Resolution Professional's assurance to the IDCO regarding settlement of dues by the SRA, despite the pending approval of the Resolution Plan, raises concerns about the Resolution Professional's neutral....
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....l developments not foreseeable at the earlier filing. The appellant contended that the Adjudicating Authority did not independently assess allegations regarding the 21st and 22nd CoC meetings, including non-circulation of documents, arbitrary director exclusion, and post-facto minute insertions, contravening Regulations 24(7), 21(3), and 39(3) of the CIRP Regulations. The appellant submitted that the Adjudicating Authority did not appreciate the Resolution Professional's questionable actions in seeking an NOC from IDCO during the 22nd CoC meeting without prior exercise before issuing Form G. 30. The appellant contended that the Adjudicating Authority did not acknowledge the Resolution Professional's misrepresentation by asserting Tribunal direction to seek the NOC from IDCO, unsubstantiated by record. The appellant further submitted that the Adjudicating Authority was not justified in dismissing I.A. No. 256 of 2025 with exemplary costs of Rs. 5.00 lakhs as a delay tactic, when filed legitimately to record post-filing events and improprieties. 31. The appellant argued that the Adjudicating Authority wrongly treated allegations of the Appellant regarding the Resolution....
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....with an 85.35% voting share. Accordingly, the Resolution Professional filed I.A. No. 20 of 2024 on 04.08.2024 before the Adjudicating Authority seeking approval of the Resolution Plan. 36. The Resolution Professional submitted that there was no procedural irregularity in the convening or conduct of the 20th CoC meeting. The meeting was duly convened through video conferencing on 16.07.2024 pursuant to notice dated 12.07.2024 issued to all CoC members as well as the erstwhile management. The Resolution Professional emphasised that the notice specifically stipulated that any participation through an authorised representative was required to be intimated at least 24 hours in advance, in terms of Regulation 21(2) of the CIRP Regulations. 37. The Resolution Professional contended that the grievance regarding Mr. Nelluri Bapuji, being asked to leave the 20th CoC meeting, is wholly misconceived. During the meeting, the CoC members requested a confidential internal discussion and expressed reluctance to deliberate upon sensitive matters in the presence of Mr. Nelluri Bapuji, who had neither furnished valid authorisation to represent the Appellant nor submitted the requisite confident....
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....gulations and the IBBI Circular dated 23.02.2018. The Appellant, having himself failed to comply with the prescribed requirements, cannot seek to attribute procedural impropriety to the Resolution Professional. 41. The Resolution Professional further submitted that the EOI submitted by Power Mech Projects Limited on 16.04.2024 was rightly rejected as being beyond the prescribed timeline. The last date for submission of EOIs was 06.12.2023 and the EOI submitted on 16.04.2024 was delayed by more than three months. Its rejection was therefore in accordance with Regulation 39(1B) of the CIRP Regulations. There was no stay, restraint or other judicial order preventing continuation of the CIRP, and accordingly the Resolution Professional was bound to proceed with the process in accordance with law. 42. The Resolution Professional categorically denied that any preferential treatment was extended to Rungta Mines Limited. The Resolution Plan submitted by Rungta Mines Limited was selected after consideration of the competing plans and on the basis of the prescribed evaluation parameters, financial offer and the relevant evaluation reports. The decision to approve the plan was that of t....
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....nor Mr. Nelluri Bapuji would be able to attend the meeting on account of Ganpati Visarjan and anticipated disruption of power and internet services, the Resolution Professional acceded to the request and deferred the meeting. 46. The Resolution Professional submitted that the Appellant thereafter raised an objection vide email dated 17.09.2024 contending that no further CoC meeting could be convened after expiry of the CIRP period on 01.09.2024 and relying upon the pendency of I.A. Nos. 1724 and 1725 of 2024 concerning the 20th CoC meeting. In view of the objections, the Resolution Professional temporarily deferred the meeting to examine the same. However, by detailed email dated 20.09.2024, the Resolution Professional clarified that he remained statutorily bound to continue managing the affairs of the Corporate Debtor and to conduct CoC meetings pending approval of the Resolution Plan. 47. The Resolution Professional submitted that Section 23(1) of the Code expressly provides that the Resolution Professional shall continue to manage the operations of the Corporate Debtor after expiry of the CIRP period until an order approving the Resolution Plan under Section 31(1) or appoi....
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....m. Since the issue was squarely within the jurisdiction of the CoC, the Resolution Professional neither interrupted nor prevented the discussion. The CoC duly addressed IDCO's query and explained the treatment of its claim under the Resolution Plan as approved by the CoC. The minutes were thereafter circulated to all CoC members, including the Appellant, on 19.12.2024. 51. The Resolution Professional submitted that the subsequent allegations raised by the Appellant vide email dated 25.12.2024 were duly answered by a detailed reply dated 02.01.2025. The Resolution Professional further clarified that, when I.A. No. 20 of 2024 was initially listed before the Adjudicating Authority, the Adjudicating Authority itself suggested that IDCO be approached regarding the treatment of its claim under the Resolution Plan. Pursuant thereto, the Resolution Professional requested IDCO to communicate its concerns, if any, and to issue a certificate of no objection. Thus, the steps taken by the Resolution Professional in relation to IDCO were undertaken transparently and in furtherance of the proceedings concerning approval of the Resolution Plan. 52. In the aforesaid circumstances, the Resolut....
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..... 1394 of 2024 filed by Power Mech Projects Limited ("Power Mech"), stated to be a prospective resolution applicant. The Appellant has consequently sought, inter alia, setting aside of the 20th CoC meeting and the approval of the Resolution Plan, re-running of the process after furnishing documents including the Resolution Plans and Valuation Report, reference of the Resolution Professional's conduct to the IBBI, and replacement of the Resolution Professional. 58. The Respondent No. 2 submitted that the aforesaid reliefs sought by the Appellant are wholly unwarranted and that the allegations have been raised with the effect and object of disrupting a CIRP which had already reached an advanced and critical stage. By the time the challenge was raised by the appellant, voting had already taken place, the Resolution Plan had been approved by the CoC, a Letter of Intent had been issued to the SRA, and the Resolution Professional had filed an application seeking approval of the Resolution Plan, being IA (Plan) / 20 of 2024. In these circumstances, the Appellant could not seek to unsettle the process on the basis of allegations which, according to Respondent No. 2, are factually incorr....
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....ore the CoC. 63. The Respondent No. 2 contended that the Appellant's objections, suggestions and opinions were not shut out from consideration. As reflected in the minutes of the 20th CoC meeting and the subsequent correspondence involving the Appellant, Mr. Bapuji and the Resolution Professional, the concerns raised by the appellant and Mr. Bapuji were conveyed and noted. 64. The Respondent No. 2 submitted that the Appellant's reliance upon principles of fairness and transparency could not be divorced from the equally important requirement of maintaining confidentiality in a CIRP. The two requirements were required to be harmonised, particularly where sensitive commercial information and Resolution Plans were under consideration. In this context, Respondent No. 2 relied upon the decision of the Hon'ble Supreme Court in Vijay Kumar Jain (Supra), and submitted that the Appellant could not disregard the requirement of confidentiality as stipulated in the said judgement. 65. The Respondent No. 2 submitted that the allegation that the appellant was not furnished with the agenda for the 20th CoC meeting was incorrect. The notice dated 12 July 2024 expressly referred to the agen....
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....dia (Insolvency Professionals) Regulations, 2016 recognise the obligation of an insolvency professional to maintain confidentiality. Thus, the appellant could not selectively rely upon the aspect of access to documents while disregarding the corresponding obligation to protect confidential information. 70. The Respondent No. 2 submitted that the appellant's contention regarding the pendency of I.A. No. 1394 of 2024 filed by Power Mech was also misplaced. The issue had, in fact, been raised before the members of the CoC during the 20th CoC meeting. Mr. Bapuji, before leaving the meeting, brought to the attention of the CoC that Power Mech had expressed an interest in submitting a Resolution Plan and had approached the adjudicating authority seeking appropriate directions after its proposal had not been accepted. The Respondent No. 2 contended that the minutes of the 20th CoC meeting recorded that the members considered the issue and noted that the same issue had already been raised and considered in the previous CoC meeting. The CoC members accordingly did not wish to reconsider the issue. Thus, the contention that the issue relating to Power Mech was ignored or suppressed was co....
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....d four days before the meeting, thereby affording sufficient opportunity to comply. 76. The Respondent No. 2 contended that the appellant's attempt to portray the meeting as having been conducted without an agenda or relevant documents was contradicted by the meeting notice itself and the subsequent circulation of the meeting material through the link forming part of the minutes. The appellant's failure to seek re-sharing or clarification from the Resolution Professional before approaching the adjudicating authority could not be converted into an allegation of deliberate withholding. 77. The Respondent No. 2 submitted that the allegations of the appellant that the Resolution Professional acted according to his "whims and fancies" or to suit his convenience were wholly unsupported. The conduct complained of was founded upon identifiable procedural requirements, namely, prior authorisation of representatives and preservation of confidentiality. There was consequently no material demonstrating that the Resolution Professional had acted outside the framework of the Code or the applicable Regulations. 78. The Respondent No. 2 further submitted that the appellant had sought to t....
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....rough the link contained in the minutes; the concerns relating to Power Mech were brought before and considered by the CoC; and the non-compliant plans of Vedanta Ltd. and Orissa Metallurgical Industry Private Limited were not proposed to be put to vote for reasons relating to statutory compliance. 83. The Respondent No. 2 submitted that the appellant's challenge, viewed cumulatively, sought to reopen a CIRP which had already stand concluded without establishing any circumstance warranting interference with the commercial and procedural decisions taken in the course of the CIRP. The allegations of the appellant of arbitrariness, illegality, lack of transparency and prejudice to stakeholders were therefore liable to be rejected. 84. Concluding its arguments, the Respondent No. 2 requested this Appellate Tribunal to dismiss the appeal. Findings 85. At the outset, it needs to be appreciated that these findings arise out of the reference made pursuant to the Order dated 10.11.2025, whereby the Division Bench of this Appellate Tribunal at Chennai, comprising Hon'ble Justice Sharad Kumar Sharma, Member (Judicial), and Hon'ble Mr. Jatindranath Swain, Member (Technical), while ....
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.... he furnished a confidentiality undertaking, which, according to the Resolution Professional, was required before the confidential resolution plans could be discussed in his presence. The Appellant thereafter furnished the requisite confidentiality undertaking on 25.07.2024, whereupon the Resolution Professional, on 29.07.2024, furnished the minutes of the 20th CoC meeting along with the connected documents, leaving three clear days before the e-voting window closed on 01.08.2024. The Appellant, preferred IA No. 1724/2024 before the Adjudicating Authority on 12.08.2024. During the pendency of the said application, the 21st and 22nd meetings of the CoC were convened. It has also been brought out that the Appellant did not attend the 22nd meeting nor raise any objection thereto. 89. Upon consideration of the two appeals, the Chennai Division Bench arrived at divergent conclusions. The Hon'ble Member (Judicial) held that the exclusion of Mr. Bapuji from the 20th CoC meeting was justified, taking the view that Regulation 21(2) of the CIRP Regulations admitted of no relaxation in the facts and circumstances of the case. Both the appeals were consequently dismissed, though the costs i....
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....ght to participate in the absence of compliance with the prescribed requirements; nor could a defect existing on the date of the meeting be retrospectively cured by furnishing documents thereafter. The Hon'ble Technical Member, however, took a contrary view, placing emphasis upon the fact that Mr. Bapuji had previously participated in the CoC proceedings without objection and that his presence had been accepted by the Resolution Professional. In his view, the sudden insistence upon a written authorisation and confidentiality undertaking at the crucial 20th meeting, particularly when matters concerning the resolution plans were to be considered, amounted to arbitrary and selective treatment. He considered the alleged defect to be capable of rectification and was of the view that the Resolution Professional could either have accepted the undertaking subsequently or adjourned the meeting rather than exclude the representative after approximately 15 minutes. Thus, while the Hon'ble Judicial Member treated compliance with the procedural requirements as a condition precedent for participation, the Hon'ble Technical Member treated the circumstances as disclosing an unjustified exclu....
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....ot vitiate the proceedings. The Hon'ble Technical Member, on the other hand, regarded the minutes as a record of what transpired during a meeting which stood concluded on 16.07.2024 and considered that correspondence exchanged thereafter could not be retrospectively incorporated so as to form part of the proceedings of a meeting already concluded. In his view, such "retro-fitting" compromised the sanctity and contemporaneous character of the minutes and consequently constituted another circumstance vitiating the 20th CoC Meeting. The difference, therefore, is essentially between treating the minutes as a comprehensive record capable of incorporating subsequent material relevant to the proceedings, as held by the Hon'ble Judicial Member, and treating them as a strict contemporaneous record which cannot be supplemented by later events, as held by the Hon'ble Technical Member. 95. The consequential difference pertains to the effect of the pendency of I.A. No. 1724 of 2024 upon the subsequent 21st and 22nd CoC Meetings and the resolution process. The Appellant had challenged the 20th CoC Meeting by filing I.A. No. 1724 of 2024 on 12.08.2024, but while the application remained pen....
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....ous to vitiate the meeting itself. In his assessment, there was no adequate basis to characterise the Appellant's conduct as deliberate delay, and the Adjudicating Authority had consequently erred both in dismissing the applications and in imposing costs. He therefore proposed that the Adjudicating Authority order be set aside, the minutes of the 20th CoC Meeting be quashed, the CIRP be restored to the stage of the 20th CoC Meeting, complete resolution plans, valuation reports and related documents be furnished to the Appellant, and a fresh 20th CoC Meeting be convened permitting full participation. 97. The two opinions thus diverge fundamentally on the characterisation of the procedural defects. The Hon'ble Judicial Member regarded them as either non-existent, non-prejudicial or curable without affecting the resolution process, whereas the Hon'ble Technical Member regarded these as substantive violations affecting the fairness and validity of the resolution process itself, warranting restoration of the CIRP to the stage preceding the defective meeting. 98. Upon consideration of the divergent views expressed by the Hon'ble Member (Judicial) and the Hon'ble Member (Technical),....
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....so amplifies that absence of Suspended Director of the Corporate Debtor will not invalidate proceedings of such meetings. 102. I will also take into consideration regulation 21 of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016, which governs the contents of the notice for a CoC meeting. Sub-regulation (2) reads as under: "The notice of the meeting shall provide that a participant may attend and vote in the meeting either in person or through an authorised representative: Provided that such participant shall inform the resolution professional, in advance of the meeting, of the identity of the authorised representative who will attend and vote at the meeting on its behalf." 103. Regulation 21 (3) (iii) & Regulation 2 (1) (l) reads as under: "Regulation 21(3)(iii) of the CIRP Regulations: Regulation 21: Contents of the notice for meeting- (3) The notice of the meeting shall contain the following- (iii) copies of all documents relevant to the matters to be discussed and the issues to be voted upon at the meeting" "Regulation 2 (1) (l) - (l) "participant" means a person entitled to attend a meeting of the committee under....
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....ce where meeting is held or to the video conferencing or other audio and visual facility, without the permission of the resolution professional. (6) The resolution professional shall ensure that minutes are made in relation to each meeting of the committee and such minutes shall disclose the particulars of the participants who attended the meeting in person, through video conferencing, or other audio and visual means. (7) The resolution professional shall circulate the minutes of the meeting to all participants by electronic means within forty-eight hours of the said meeting. From above, it is noted that Regulation 24 prescribes the manner in which meetings of the CoC are to be conducted. Sub-regulation (2) contemplates a roll call, whereby each participant is required to confirm, for the record, that the agenda and all material relevant to the meeting have been received by him. Sub-regulation (7), in turn, mandates circulation of the minutes of the meeting to all participants by electronic means within forty-eight hours thereof. 105. The expression "authorised representative", though not specifically defined in the CIRP Regulations, finds recognition, by an....
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....on does not, in my view, alter the position. It has been noted that those meetings were not concerned with consideration of Resolution Plans. In fact, it needs to be highlighted that the 20^th meeting stood on a materially different footing, as three competing resolution plans, were to be considered therein for the first time. 110. Having regard to the fact that a particular requirement which might not have been insisted upon at earlier meetings of a different nature cannot, by itself, operate as a waiver of the requirement when the CoC is called upon to consider material of a significantly higher degree of confidentiality. I am of the view that an administrative practice adopted in circumstances carrying lesser sensitivity cannot be treated as overriding the express requirement contained in Regulation 21(2). The Resolution Professional was, therefore, not precluded from insisting upon compliance with the said requirement at the stage when the resolution plans were to be deliberated upon. 111. I also consider it necessary to state that there is also a distinct nexus between the requirement of written authorisation and the confidentiality safeguard as recognised by the Hon'ble....
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....sarily proceeds on the premise that the identity and authority of the person participating in the meeting are ascertainable and capable of being duly recorded. In this backdrop, a person whose authority to represent a Suspended Director has not been established cannot, in my view, validly furnish such confirmation on behalf of the Appellant as Suspended Director of the Corporate Debtor. I firmly believe that to hold otherwise would dilute the very purpose served by the roll-call requirement. Regulation 21(2) and Regulation 24(2), though operating at different stages, therefore constitute complementary safeguards governing participation in the CoC meeting. 114. It is also material to bear in mind that it was Mr. Bapuji, and not the Appellant himself, who was required to leave the remaining proceedings of the 20th CoC meeting. The right recognised by the Hon'ble Supreme Court in Vijay Kumar Jain (supra) is a right vested in the members of the erstwhile Board of Directors. In the present case, it is undisputed fact that the Appellant himself did not attend the meeting and was therefore not prohibited from attending the meeting, from participating personally, or from exercising his ....
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....nvalid. Where the representative of the Appellant was required to withdraw on account of non-compliance with the prescribed requirements, his absence from the remaining proceedings cannot place the Appellant in a position more advantageous than that contemplated by the express statutory provision. I therefore hold the perspective that the absence of the Appellant's representative, therefore, could not, by itself, have the effect of invalidating the proceedings of the 20th CoC meeting. 117. I also consider it necessary to emphasize that in Vijay Kumar Jain (supra), the Hon'ble Supreme Court held that, although the members of the erstwhile Board of Directors, are neither members of the CoC nor entitled to vote, they nevertheless have a right to participate in meetings of the CoC and yet they need to be furnished copies of the resolution plans and other connected documents, enabling them to meaningfully consider and comment upon the same, having regard to their substantial interest in the resolution plans. The judgement stipulates that such members of the erstwhile Board of Directors, who are often guarantors, are vitally interested in a resolution plan as such resolution plan then....
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....ormally to be complied with as explained hereinbefore and the theory of substantial compliance or the test of prejudice would not be applicable in such a case. (Emphasis Supplied) From above rationale of the Hon'ble Supreme Court, it may be implied that a departure from a procedural requirement does not, by itself, vitiate the proceeding to which it relates unless it is demonstrated that such departure has occasioned in actual and demonstrable prejudice. The relevant enquiry is whether the party complaining of the procedural irregularity was, in substance, denied a fair and effective opportunity of presenting its case, and not merely whether a procedural requirement was imperfectly or irregularly complied with in form. Therefore, I am of the view that there is no concept of Automatic annulment simply because of any alleged breach of procedure, if it did not cause any direct prejudice to the applicant. In this background, it is noted that Mr. Nelluri Baapuji was asked to leave the meeting as he could not produce written authorisation and confidentiality undertaking. Hence, I am not in the position to accept the contentions of the Appellant on this ground. 119. For the fo....
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....the ratio thereof to the circumstances obtaining in the present case. 123. I have also considered whether the sequence adopted by the Resolution Professional, namely, obtaining the confidentiality undertaking before furnishing the resolution plan and connected material, is itself objectionable on the ground that the undertaking ought to have been obtained proactively before the meeting. There is merit in the observation that an earlier resolution of the issue in the earlier CoC meetings, might have avoided the controversy which has ultimately arisen. However, the question before me is not whether the procedure could, with the benefit of hindsight, have been adopted differently, but whether the course actually followed was contrary to law. Vijay Kumar Jain (supra) does not prescribe any particular point of time by which the confidentiality undertaking must necessarily be obtained. What the judgment recognises is the requirement of obtaining such an undertaking as a safeguard against disclosure or misuse of confidential information especially during discussions of Resolution Plan of the PRAs. In the present case, the undertaking was furnished on 25.07.2024 and the resolution plan ....
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.... implemented, warrant interference, and, consequently, what order as to costs would be appropriate. 128. Upon a cumulative consideration of the record, and without examining the individual procedural aspects in isolation, the circumstances assume significance. The requirement of written authorisation and a confidentiality undertaking had been expressly communicated in advance through the notice dated 12.07.2024. Neither requirement had been complied with prior to commencement of the 20th CoC meeting. Even after the deficiency was pointed out, the Appellant's representative did not immediately furnish the requisite documents, but offered to do so only at a later stage. The confidentiality undertaking was ultimately furnished on 25.07.2024, i.e., nine days after issuance of the meeting notice. Thereafter, the resolution plan and connected documents were furnished to the Appellant on 29.07.2024, well before conclusion of the e-voting on 01.08.2024, thereby affording the Appellant yet at that stage, a meaningful opportunity to consider the proposal and place his views before the CoC through emails to CoC via the Resolution Professional. The record, however, does not disclose that su....
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.... are relevant in assessing whether interference with the proceedings is warranted. This conclusion is confined to the objective sequence of events emerging from the record and does not amount to any finding of mala fides on the part of the Appellant. 131. In this background, I am of the considered opinion that a holistic consideration must also take into account the position of the other stakeholders in the CIRP. The resolution plan submitted by M/s. Rungta Mines Limited was approved by the Adjudicating Authority on 27.05.2025, pursuant to which the SRA, the CoC, the Corporate Debtor and its other stakeholders have proceeded on the basis of such approval. The plan has thus moved beyond the stage of mere approval, and the implementation thereof has also been completed. In these circumstances, setting aside the approved and implemented resolution plan on the basis of a procedural objection which, upon examination, does not establish any denial of a substantive opportunity to the Appellant, would have consequences extending well beyond the alleged procedural irregularity and would be inconsistent with the time-bound and value-preserving framework of the Code. 132. For the afores....
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....eafter fully funded and paid, including the plan amount, CIRP costs and the upfront amount, aggregating to Rs. 176.83 crores, within four days of sanction, i.e., by 31.05.2025. It has further been submitted that the closure report filed by the Resolution Professional was taken on record by the Adjudicating Authority by Order dated 10.02.2026, recording complete implementation of the resolution plan, and that the management and control of the Corporate Debtor has thereafter vested in, and been exercised by, the SRA for about one year since then. On this basis, it is contended that vested and inalienable rights have accrued in favour of the SRA and that no order affecting such rights ought to be passed without affording it an opportunity of hearing. Reliance has, inter alia, been placed upon J.S. Yadav v. State of U.P., (2011) 6 SCC 570, in support of the proposition that a necessary party is one in whose absence no effective order can be made. In this regard, it is necessary to take into consideration the Order dated 12.08.2026 and 18.08.2026 passed by undersigned in the present proceedings, which is quoted below: - "12.08.2026: Learned Senior Counsel Mr. Niranjan Reddy ....
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....red in the favour of SRA and any decision which has been taken in these CoC Meetings would not at all affect any of the rights of the SRA. 5. I also notice that in the above split judgement, it is also stated that since right of Successful Resolution Applicant has been crystalised there was no occasion for the SRA to have been impleaded to be heard at the stage when the interlocutory proceedings of the CoC was being undertaken. 6. On the above observation Learned Counsel for the SRA has requested the correction of my order dated 12.08.2026. 7. Having noticed the above split judgement, I am in agreement with the Counsel for the SRA that by observing the aforesaid observations, the hearing to the SRA was denied and the observation w.r.t. its impleadment was with regard to the level of the Learned Adjudicating Authority. 8. Thus, my order dated 12.08.2026 be read with the aforesaid clarification. 9. Learned Counsel for the Parties may file their written submissions in support of their oral submissions, not containing more than four to five pages, within four days in Font- Times New Roman in 14 font size. Specific paras of the precedents, wh....