National Company Law Appellate Tribunal
Mandava Prabhakara Rao vs Mr. Navneet Kumar Gupta on 10 November, 2025
NATIONAL COMPANY LAW APPELLATE TRIBUNAL
AT CHENNAI
(APPELLATE JURISDICTION)
Company Appeal (AT) (CH) (Ins) No.258/2025
(IA Nos.731, 732 & 733/2025)
In the matter of:
Mandava Prabhakar Rao, Suspended Director,
NSL Nagpatnam Power and Infratech Ltd. ... Appellant
V
Navneet Kumar Gupta, RP of
NSL Nagapatnam Power & Infratech Ltd. & 2 Ors. ...Respondents
WITH
Company Appeal (AT) (CH) (Ins) No.259/2025
(IA Nos.734, 735 & 736/2025)
In the matter of:
Mandava Prabhakar Rao,
Erstwhile Director of the Corporate Debtor,
NSL Nagpatnam Power and Infratech Ltd. ... Appellant
V
Navneet Kumar Gupta, RP of
NSL Nagapatnam Power & Infratech Ltd. & 2 Ors. ...Respondents
Present :
For Appellant : Mr. PS Raman, Senior Advocate
Mr. Srinath Sridevan, Senior Advocate
Mr. Srikanth Rati, Advocate
Ms. Prarthana Ramesh, Advocate
For Mr. VVSN Raju, Advocate
For Respondents : Mr. E Om Prakash, Senior Advocate
Ms. Anjali Soni, Advocate
Mr. Sai Sumed Yasaswi Kondapalli, Advocate
Ms. A. Rithikha, Advocate
For Mr. Pulkit Deora &
Ms. Anjali Soni, Advocate for R1
Mr. Sidharth Sethi, Ms. Shreya Sircar,
Mr. Kunal Saini,
Ms. Riya Singh, Advocates for R2
Comp App (AT) (CH) (Ins) No.258 & 259 of 2025 Page 1 of 2
Mr. Arvindh Pandian, Senior Advocate
For Mr. Amir Bhavani, Mr. Dhananjaya Mishra,
Ms. Rishika Kumar, Ms. Pragati Prajapati,
Mr. Ayan Rai and Mr. Navneet Dogra Advocate for SRA
Mr. Niranjan Reddy, Senior Advocate for CoC
Mr. Shravan Kumar, Advocate for R6
ORDER
(Hybrid Mode) 10.11.2025:
Since there is a difference of opinion in these two company appeals, we have given our respective opinions today. The Registry is directed to place the records of the company appeals before the Hon'ble Chairperson, for passing a suitable direction.
[Justice Sharad Kumar Sharma] Member (Judicial) [Jatindranath Swain] Member (Technical) SN/MS Comp App (AT) (CH) (Ins) No.258 & 259 of 2025 Page 2 of 2 NATIONAL COMPANY LAW APPELLATE TRIBUNAL AT CHENNAI (APPELLATE JURISDICTION) Company Appeal (AT) (CH) (Ins) No.258/2025 (IA Nos. 731, 732 & 733/2025) In the matter of:
MANDAVA PRABHAKAR RAO, Suspended Director, NSL Nagapatnam Power and Infratech Ltd. Plot No. 543, House No. 8-2-293/82/A543, Road No. 26, Jubilee Hills, Hyderabad-500033, ... APPELLANT V MR. NAVNEET KUMAR GUPTA, Resolution Professional of NSL Nagapatnam Power and Infratech Limited, NSL Icon, 4th Floor, Door No. 8-2-684/2/A, Plot No. 1 to 4, Road No.12, Banjara Hills, Hyderabad-500 034, Telangana ...RESPONDENT NO. 1 M/S. PTC INDIA FINANCIAL SERVICES LIMITED Having its registered office at, 7th Floor Telephone Exchange Building, 8 Bhikaji Cama Place, New Delhi 110066 India ...RESPONDENT NO. 2 INDIAN OVERSEAS BANK, Member of Committee of Creditor, Having its registered office at, 762/763, IOB, Anna Salai, Chennai, Tamil Nadu-600002 ...RESPONDENT NO. 3 WITH Company Appeal (AT) (CH) (Ins) No.259/2025 (IA Nos. 734, 735 & 736/2025) In the matter of:
MANDAVA PRABHAKAR RAO, Erstwhile Director of the Corporate Debtor, NSL Nagapatnam Power and Infratech Ltd. Plot No. 543, House No. 8-2-293/82/A543, Road No. 26, Jubilee Hills, Hyderabad-500033, ... APPELLANT Comp App (AT) (CH) (Ins) No.258 & 259 of 2025 Page 1 of 23 V MR. NAVNEET KUMAR GUPTA, Resolution Professional of NSL Nagapatnam Power and Infratech Limited, NSL Icon, 4th Floor, Door No. 8-2-684/2/A, Plot No. 1 to 4, Road No.12, Banjara Hills, Hyderabad-500 034, Telangana ...RESPONDENT NO. 1 M/S. PTC INDIA FINANCIAL SERVICES LIMITED Having its registered office at, 7th Floor Telephone Exchange Building, 8 Bhikaji Cama Place, New Delhi 110066 India ...RESPONDENT NO. 2 INDIAN OVERSEAS BANK, Member of Committee of Creditor, Having its registered office at, 762/763, IOB, Anna Salai, Chennai, Tamil Nadu-600002 ...RESPONDENT NO. 3 Present :
For Appellant : Mr. PS Raman, Senior Advocate Mr. Srinath Sridevan, Senior Advocate Mr. Srikanth Rati, Advocate Ms. Prarthana Ramesh, Advocate For Mr. VVSN Raju, Advocate For Respondents : Mr. E Om Prakash, Senior Advocate Ms. Anjali Soni, Advocate Mr. Sai Sumed Yasaswi Kondapalli, Advocate Ms. A. Rithikha, Advocate For Mr. Pulkit Deora, Advocate for R1 Mr. Arvindh Pandian, Senior Advocate For Mr. Amir Bhavani, Advocate for R3 Mr. Niranjan Reddy, Senior Advocate for CoC Mr. Shravan Kumar, Advocate for R6 Comp App (AT) (CH) (Ins) No.258 & 259 of 2025 Page 2 of 23 JUDGMENT (Hybrid Mode) [Per: Justice Sharad Kumar Sharma, Member (Judicial)] These are two company appeals which has been preferred by invoking the provisions contained under Section 61 of the I & B Code, 2016, wherein,
(i) In Company Appeal (AT) (CH) (Ins) No.258/2025, the Appellant has preferred this company appeal upon being aggrieved against the order passed in IA(IBC)/256/2025, as it was preferred in pending IA No. 1724/2024 in the Principal proceedings of CP(IB) No. 306/10/HDB/2017, wherein, the relief was sought to declare the proceedings of 21st and 22nd CoC meeting, as respectively held on 23.09.2024 and 18.12.2024 to be arbitrary and illegal.
(ii) In the Connected Company Appeal, being Company Appeal (AT) (CH) (Ins) No.259/2025, the challenge is given by the Appellant to the impugned order that was passed on IA No. 1724/2024 as preferred in CP(IB) No. 306/10/HDB/2017.
2. Since these two company appeals are interrelated, arising from the same set of facts and circumstances, for the purposes of brevity, they are being decided together. In the Company Appeal (AT) (CH) (Ins) No.259/2025, as a matter of fact the challenge is given to the proceedings of 20th CoC meeting that was held on 16.07.2024. In order to facilitate an effective adjudication. It would be apt that Comp App (AT) (CH) (Ins) No.258 & 259 of 2025 Page 3 of 23 we deal with Company Appeal (AT) (CH) (Ins) No.259/2025 first, before venturing into Company Appeal (AT) (CH) (Ins) No.258/2025 on merits.
3. Accordingly, Company Appeal (AT) (CH) (Ins) No.259/2025 would be taken as to be the lead appeal. In both these company appeals, there are various interlocutory applications i.e., Exemption Application IA No. 731/2025 and IA No. 734/2025 respectively, seeking an exemption from filing the certified copy of the impugned order, as we are deciding these appeals finally, the exemption would stand granted. Besides that, both the company appeals are accompanied with urgent listing application, being IA No. 732/2025 and IA No. 736/2025 respectively in the two company appeals. As we are hearing the respective counsels for the parties to these appeals, we are deciding the same finally, no specific order is required to be passed in these two urgent listing applications. The same would be treated to have been closed. Besides this, the company appeals are also accompanied with Stay Application being IA No. 733/2025 and IA No. 735/2025, since the company appeals are being considered at an admission stage and are being finally decided, there is no necessity to consider the applications for the purposes of granting of an interim Order.
4. Before we delve into the vitalities of the controversy so far, it relates to the challenge given to the 20th, 21st, and 22nd CoC meeting, certain factual aspects are essentially required to be gone into.
Comp App (AT) (CH) (Ins) No.258 & 259 of 2025 Page 4 of 23
5. According to the Appellant, he happened to be the Suspended Director of the Corporate Debtor, M/s. NSL Nagapatnam Power and Infratech Limited. An issue arose out of the proceedings of the 20th CoC meeting, which were held on 16.07.2024, and the same was put to challenge by the Appellant by filing an IA(IBC) No. 724/2024 before the Ld. NCLT Hyderabad Bench, contending thereof that, the aforesaid proceedings of 20th CoC meeting, may be turned down on various procedural lapses and illegalities, which have been committed by the Resolution Professional during the conduct of the CIRP process of the Corporate Debtor.
6. The issue of arbitrariness as contended by the Appellant in holding the proceedings, is on the ground that, the CoC meeting is faulted because, the authorized representative of the suspended Board of Directors, namely Mr. Nelluri Bapuji, was in fact not permitted to participate in the 20th CoC Meeting, which was held on 16.07.2024. And it is contended that, an abrupt obstruction has been created as against the authorized representative of the Corporate Debtor, in participating in the 20th CoC meeting by creating a restraint in attending the meeting, the aforesaid allegation, is argued that it is without any logic and inconsistent to the procedure which was being adopted by the CoC. Because, Mr. Nelluri Bapuji had been previously permitted to participate in the CoC meetings without any demand for specific authorization, hence, he could not have been Comp App (AT) (CH) (Ins) No.258 & 259 of 2025 Page 5 of 23 stopped or restrained to attend the proceedings of the 20th CoC meeting, which was held on 16.07.2024.
7. The ground, which has been pressed upon by the Ld. Senior Counsel for the Appellant is that, so far as the authorization and vesting of an authority by the Corporate Debtor to Mr. Nelluri Bapuji, to authenticate to participate in the CoC meeting was a fact which was well disclosed and it was in the knowledge of the Resolution Professional, owing to the fact that he had been earlier permitted to participate in all the CoC meetings which were held prior to the 20th CoC meeting, which was held on 16.07.2024. There could not have been an abrupt stoppage or creation of an impediment in permitting the authorised representative, namely Mr. Nelluri Bapuji, from participating in the 20th CoC meeting.
8. They submitted that, even if it is hypothetically, taken into consideration that Mr. Nelluri Bapuji, the alleged authorized representative, was not holding any due authority due to a non-submission of the authorization, still, he ought to have been permitted to participate in the meetings of the CoC as the said defect, which was said to have been later on found in the proceedings of the 20th CoC meeting held on 16.07.2024, could have been offered to be rectified by providing him an opportunity so that, there may not be any depreviation of the alleged authorised representative, Mr. Nelluri Bapuji from participating in the proceedings of the CoC meetings, this arguments was on the ground, that the Comp App (AT) (CH) (Ins) No.258 & 259 of 2025 Page 6 of 23 discrepancies suffered by representative Mr. Nelluri Bapuji was a rectifiable shortcoming, hence an opportunity to overcome the obstruction of lack of authority should have been permitted to rectified.
9. They further contended that, an abrupt selective enforcement of the requirement of submission of the authorization to validate his authority to participate, in the CoC meeting, was maliciously intended and it was a clever device, that was an attempt to thwart the representative of the Appellant from participating in the 20th meeting of the CoC, in which there were certain crucial and vital decisions on the agenda that, were being taken. They submitted that, since the aforesaid 20th CoC meeting engaged consideration of significant agenda items, including considering the approval of the Resolution Plan, the Resolution Professional not only have failed to circulate the agenda with the requisite annexure, but also that, the supporting documents including the copy of the Resolution Plan and the various valuation reports, which were relied upon for the purposes of facilitating the affirmation of the Resolution Plan. So, there was a gross failure in compliance with the provisions of law. There had been failure on part of the Resolution Professional to provide the essential documents relevant to the matters to be discussed in meeting, and is in utter deprivation and in violation of Regulation 21(3)(iii) of IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016, and further it was submitted that a preferential treatment was being meted out to M/s. Rungta Mines Limited, whose Resolution Comp App (AT) (CH) (Ins) No.258 & 259 of 2025 Page 7 of 23 Plan alone was ultimately placed before the CoC for consideration, while plans that were submitted by the other Prospective Resolution Applicants, such as M/s. Vedanta Limited and M/s. OMIPL (Orissa Metallurgical Industry Private Limited) who had much financial liquidity were deliberately aimed to be excluded to be considered at the last moment. Hence, the proceeding was rather camouflaged by bias and could not be sustained.
10. It is the case of the Appellant that, the reference that has been made to Regulation 21(2) of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016, so as to justify the exclusion of Mr. Nelluri Bapuji was absolutely contrary to the provisions of the Regulation. It was further, the case of the Appellant that, apart from the above, the Resolution Professional, herein has considered the e-mail communication of 18.07.2024 and 19.07.2024 in the meeting which was conducted on 16.07.2024, thereby running the process as per the whims and fancies.
11. In these two company appeals, Ld. Senior Counsel Mr. PH Arvindh Pandian, submitted that, he represents the Successful Resolution Applicant and hence he ought to have been made as a party to the appeal. He submits that, rather in fact, it would be affecting his rights, and he is required to be heard. So far as the present company appeals herein are concerned, which question the propriety of the proceedings of the CoC meeings, that is 20th, 21st, and 22nd CoC meetings. Comp App (AT) (CH) (Ins) No.258 & 259 of 2025 Page 8 of 23 By that stage, when CoC meeting were conducted the plan itself was not yet approved, hence no crystallized legal rights were created and matured in favor of the Successful Resolution Applicant. Hence, any decision which has been taken, qua the implications of 20th, 21st, and 22nd CoC meetings, would not at all affect any of the rights of the Successful Resolution Applicant, because all his rights are required to be considered and determined in the connected appeal being, Company Appeal (AT) (CH) (Ins) No.260/2025, which is an appeal preferred against the approval of the Resolution Plan. Apart from it, there cannot be any fore to argue that an appeal by a person who is not a party to the proceedings would be maintainable, because as per the principles of Dominus Litus. Up to the stage of conducting of the 22nd CoC meeting, as already observed, since no right of Successful Resolution Applicant had been crystallized, hence there was no occasion for the Successful Resolution Applicant to have been impleaded to be heard at the stage when the interlocutory proceedings of the CoC was being undertaken at a stage prior to the approval of the Resolution Plan and hence the Successful Resolution Applicant at this stage is not the necessary party who is required to be heard, when procedural flaws of 20th, 21th and 22nd CoC meeting is being tested on the anvil of judicial propriety. That too before crystallization of any legal right of the Successful Resolution Professional.
12. Apart from it, as far as the aspect pertaining to his right to be heard, which was being attempted to be pressed upon by the Ld. Senior Counsel Mr. PH Comp App (AT) (CH) (Ins) No.258 & 259 of 2025 Page 9 of 23 Arvindh Pandian, for the Successful Resolution Applicant. This Appellate Tribunal is of a view, that may not be the necessary party to be heard because he is not a party to the appeals. And as per the principles of Dominus Litus, since it is an exclusive prerogative of the Appellant to choose his opponent, he cannot impose upon himself to be heard in the absence of any Impleadment Application being filed by him, seeking his impleadment in the proceedings of these two company appeals.
13. The debate, which has been carried by the Ld. Counsel for the Appellant qua the conduct of the 20th CoC meeting, it rather emerges from the consideration of IA No. 1724/2024, being an application which was preferred by the Appellant under Section 60 (5) of I & B Code, 2016, questioning the propriety of the 20th CoC meeting. There are various questions which has been attempted to be pressed upon by the Ld. Counsel for the Appellant, that is,
(i) If the finding which had been recorded in the impugned order, particularly, that as mentioned in para 12 of the impugned order, the Tribunal has observed that the alleged authorized representative of the Appellant herein i.e., Mr. Nelluri Bapuji, was asked to leave the meeting since he has neither submitted the proper authorization nor had provided the required confidentiality undertaking, which were the pre-conditions to be satisfied before a representative is Comp App (AT) (CH) (Ins) No.258 & 259 of 2025 Page 10 of 23 permitted to participate in CoC meeting, which admittedly he was not holding this was eligible to participate in the CoC meetings.
(ii) The fact that these two documents were not admittedly submitted by Mr. Nelluri Bapuji is admitted by Appellant, so as to make himself eligible to be permitted to participate in the CoC meeting is a fact on record, which is not denied by the Ld. Senior Counsel for the Appellant. Rather, he carves out an exception that, since in the absence of these two documents, which confers an authorization upon Mr. Nelluri Bapuji to represent the cause of the Appellant in the CoC meeting, would be justified merely for the reason being that earlier he had been permitted to participate in the CoC meetings, even in the absence of aforesaid documents being placed on the record.
14. We feel that, it will be apt to clarify at this stage, that even for example, it is presumed that, Mr. Nelluri Bapuji, the alleged authorized representative of the Appellant, was permitted to participate in the earlier CoC meetings, that in itself will not confer a legally vested right until and unless, he overcomes the legal embargo of his having submitted a valid authorization to participate in the meetings. There cannot be a negative parity. Even if it is presumed that he had been permitted to participate in the earlier meetings without the authorization and even without a confidentiality undertaking that , in itself will not perpetuate his Comp App (AT) (CH) (Ins) No.258 & 259 of 2025 Page 11 of 23 right to be permitted to participate in the subsequent meeting when the aforesaid fact of discrepancies suffered by Mr. Nelluri Bapuji, is brought to the knowledge, as illegality cannot be permitted to pervade and illegality cannot create a negative parity not would it provide any immunity of diluting the remedy to hold valid documents, authenticating him to act as the representative as per the required covenants of law.
15. The Ld. Senior Counsel for the Appellant submitted that the alleged defect, which was being suffered by the alleged authorized representative of the Appellant, Mr. Nelluri Bapuji, could have been permitted to be rectified in order to enable him to make him eligible and to file, the aforesaid two documents, that is the proper authorization and required confidentiality undertaking, so as to make him eligible to participate in the CoC meetings. There will be a two-fold impact of this argument.
(i) This would amount to, that, Appellant himself admits that, as on 16.07.2024, when the 20th CoC meeting was held, Mr. Nelluri Bapuji, who the alleged authorized representative of the Appellant, was not a holder of the valid documents to make him legally eligible to participate in the CoC meeting
(ii) Another question, which will emerge for consideration from the aforesaid argument extended by the Ld. Counsel for the Appellant Comp App (AT) (CH) (Ins) No.258 & 259 of 2025 Page 12 of 23 would be, and as argued also, besides being taken as the ground in the application IA No. 1724/2024, is that, the said shortcoming of non-holding of a proper authorization and confidentiality undertaking, would be a rectifiable mistake and the representative of the Appellant ought to have been granted an opportunity to rectify the said defects.
16. This argument may not be acceptable by this Tribunal for the reason being that, as per the process contemplated under the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016, the notice of the meeting is required to be mandatorily served in accordance with Regulation 20 of the Regulations, 2016, it is not in controversy that for all the meetings, the notices were served on the Appellant and his alleged authorized representative if the contents of the notice itself is taken into consideration, it would amount to that the alleged ground argued by the Ld. Senior Counsel for the Appellant and pleaded in IA No. 1724/2024 would not be sustainable because the nature of the defect being suffered by Mr. Nelluri Bapuji, the representative of the Appellant, would be a non-rectifiable mistake. And the logic behind it is that if the contents of the notice, which was issued on 12.07.2024, for the purposes of holding of the 20th CoC meeting on 16.07.2024, it was specifically mentioned that the authorized representative has had to have an identity of the authorized Comp App (AT) (CH) (Ins) No.258 & 259 of 2025 Page 13 of 23 representative as per Regulation 21 (2) of the of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016.
17. If the provisions contained under Regulation 21(2) is taken into consideration, it contemplates the contents of the notice for meeting the relevant provision is extracted hereunder: -
"21. Contents of the notice for meeting - (1) The notice shall inform the participants of the venue, the time and date of the meeting and of the option available to them to participate through video conferencing or other audio and visual means, and shall also provide all the necessary information to enable participation through video conferencing or other audio and visual means.
(2) The notice of the meeting "shall" provide that a participant may attend and vote in the meeting of the identity of the authorised representative who will attend and vote at the meeting on its behalf.
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."
18. The process of issuance of a notice in its proviso provides that notice of the meeting has to be mandatorily provided by the Resolution Professional to enable the participant may attend and vote in the meeting in person or through an authorized representative, which would be an advance notice of the meeting. What is relevant is that the proviso to Regulation 21(2), is that the information would be imparted to the participate authorized representative by the Resolution Comp App (AT) (CH) (Ins) No.258 & 259 of 2025 Page 14 of 23 Professional to enable him to be eligible to participate in the meeting, which was done in the instant case by issuance of a notice on 12.07.2024. And what is relevant is that, notices contemplates that, the identity of being an authorised representative, who would attend and vote in the meeting, shall inform the Resolution Professional in advance that itself would be one of the most vital relevance to entitle a person to participate in the meeting. In fact, the use of the word "shall" under Regulation 21, which contemplates issuance of notice and its consequential service on the participant authorized representative, would hereby infer that of authorized representative would be the representative, only who holds a proper authorization and a confidentiality undertaking and not otherwise. If regulation determines the eligibility of an authorized representative to participate in the meetings of the CoC in a particular manner, if holding of the valid authorization is a precondition of an eligibility of an individual to participate in the CoC meeting, it is a condition precedent, before an authorized representative is permitted to participate in the meeting, if that be so, the said defect, which was admittedly being suffered by Mr. Nelluri Bapuji, was not a rectifiable defect, as it has been attempted to be argued by the Ld. Counsel for the Appellant.
19. On the basis of the ground, which has been pleaded by the Appellant in IA No. 1724/2024, that when on 16.07.2024, it was found that Mr. Nelluri Bapuji was not holding a proper authorization and a confidentiality undertaking, he Comp App (AT) (CH) (Ins) No.258 & 259 of 2025 Page 15 of 23 ought to have been given an opportunity to file the aforesaid documents so as to enable him to participate in the CoC meeting. The error committed cannot be rectified, which would be apparent from the contents of the notice itself, which prescribes as under: -
"As per Regulation 21(2) of the CIRP Regulations, a member of the CoC may attend and vote in the meeting either in person or through an authorized representative. A member of the CoC attending through an authorized representative, shall inform the Resolution Professional at least twenty-four (24) hours in advance, of the identity of the authorized representative who will attend and vote at the meeting on its behalf."
20. Under the Regulations of 2016, the word authorised representative was inserted by notification dated 03.07.2018, with effect from 04.07.2018, which contemplates a mandatory process of appointment of an authorised representative, who is to be selected as per the Regulations for the purposes of representing the cause in proceedings, which are held under the I & B Code, 2016. As soon as it is being determined that, a person is not holding a proper authorization, he is incapacitated from participating in the CoC meeting.
21. Quite elaborately, the Ld. Senior Counsel for the Appellant has made reference to Regulation 24, which pertains to the conduct of the meeting. Where the responsibility under Regulation 24 is casted upon the Resolution Professional, that the person who is representing the cause of the Corporate Debtor, has had to disclose the fact of his authorization, which has to be fortified by the Resolution Comp App (AT) (CH) (Ins) No.258 & 259 of 2025 Page 16 of 23 Professional for enabling the person to participate in the meeting. If a general connotation is taken pertaining to "authorised representative", on its simple reading, as it has been provided under the National Company Law Tribunal, Rules, under Rule 2(6)", it would mean a person authorised in writing, by any party to present his case before the Tribunal, as a representative of such party as provided under the Act. Similar is the expression given to the term "authorised representative" in the context of the procedure contemplated under National Company Law Appellate Tribunal Rules, 2016, particularly that as contained under Rule 2(d) which 2 means "a person authorized in writing by a party"
conferring him an authority to represent a cause before the Tribunal under Section 432 of the Companies Act, 2013.
22. The preconditions to make a person an authorised representative to represent a cause of the other would be only when the appropriate legal authority is vested by virtue of a 'writing' giving an authority to represent. In the absence of the same and in the context of the aforesaid rules of the National Company Law Appellate Tribunal Rules and National Company Law Tribunal Rules, that is Rule 2 (d) and Rule 2 (6) respectively, do not bring Mr. Nelluri Bapuji as to be a person competent to hold an authority to represent the cause of the Corporate Debtor. Hence, on that ground itself, the meeting of the 20 th CoC cannot be faulted off in any manner whatsoever.
Comp App (AT) (CH) (Ins) No.258 & 259 of 2025 Page 17 of 23
23. There could be another logic for not accepting the appropriate contentions apart from the legal embargo emanating from the regulations, and also the general definition of authorized representative, would be that, admittedly, when a proper authorization and confidentiality affidavit, was not available on record, the representative of the Appellant will not be having authorized right from the date of the inception of the first CoC meeting to represent the cause of the Appellant. Thus, whatsoever artificial grounds, which has been agitated in the application IA No. 1724/2024 putting a challenge to the propriety of the 20th CoC meeting, is not tenable and more particularly in context of the ground which was pressed upon by the Ld. Senior Counsel for the Appellant, so far it relates to para 5 of the application IA No. 1724/2024, where it was contended by the Appellant that the representative of the Appellant had offered to submit the required authorization immediately after the meeting, if necessary, but it was refused.
24. The question which would ultimately emerge would be as to "whether, at all, there could be a submission of a de facto authorization, after the meeting, which could revalidate the authority in relation to a concluded meeting". So far as the aspect of refusal is concerned the same has been answered otherwise by the Ld. Senior Counsel for Respondent 1, Mr. E. Om Prakash, that the alleged theory argued by the Ld. Counsel for the Appellant that the authorised representative was ousted from the 20th CoC meeting is a fallacy, because all the CoC meetings were held on a hybrid mode, and it was not a physical meeting, Comp App (AT) (CH) (Ins) No.258 & 259 of 2025 Page 18 of 23 where there could have been a physical ouster was absolutely a philosophy, which has been developed as an afterthought. Rather, it was only a pointing out of the shortcoming being suffered by the authorized representative, incapacitating his authority to represent the cause of the Appellant in the 20th CoC meeting, and that too, as argued by the Ld. Senior Counsel for Respondent No. 1 when the regulation itself as well as the terms of the notice as extracted above made it mandatory that an authorization in writing was a condition precedent to enable a authorized representative of the Appellant to participate in the meeting. Admittedly, that was not done. And hence, Mr. Nelluri Bapuji, representing the cause of the Appellant before the CoC, was not holding a valid authority.
25. The argument of the Ld. Senior Counsel for the Appellant Mr. Srinath Sridevan was in qualification to the argument of the Ld. Senior Counsel for the Appellant Mr. P.S. Raman. First of all, the propriety does not call for that in judicial proceedings, if recurringly there are multiple counsels, each counsel is required to address the same issue, and that too for the same party. Because, other counsels in the panel representing a particular party to the proceedings, would be only assisting the lead counsel who is arguing the matter. But still, we proceeded to hear Mr. Srinath Sridevan, who made reference to Para 28 of the impugned order, which was in the context of the land officer of IDCO attending the 22nd CoC meeting held on 18.12.2024, which he alleges that it does not impact the approval of the Resolution Plan by the CoC, which has already been submitted. Comp App (AT) (CH) (Ins) No.258 & 259 of 2025 Page 19 of 23
26. In fact, the magnitude of this argument would be too large to an expansion of the actual controversy involved in these two company appeals, where only the procedural propriety of the 20th, 21st, and 22nd CoC meeting which is a subject matter of consideration currently before this Appellate Tribunal. The Ld. Senior Counsel Mr. Niranjan Reddy, who represents the CoC, submits that, there would be certain dates, which would be relevant and for the aforesaid purpose he has referred to para 14 of the impugned order, contending thereof that the upon receiving of the confidentiality undertaking, it was signed by the Directors, only on 25.07.2024. Despite of it, the said confidentiality undertaking was shared for the first time after a much belated stage only on 29.07.2024, and he further submits that, its only when the confidentiality undertaking was submitted, the observation, as it has been made in the impugned order in para 14, the relevant documents pertaining to the 20th CoC meeting were supplied.
27. During the intervening period, the 21st and 22nd CoC meetings were held, and the propriety of the same were put to challenge by the Appellant by filing IA No. 256/2025 as preferred in IA No. 1724/2024 almost on the similar ground. In addition to that, the 21st and 22nd CoC meeting it ought not to have been held owing to the fact that as against the 20 th CoC meeting IA No. 1724/2024 was pending consideration. Pendency of IA as against the 20th CoC meeting that in itself will not install the proceedings of the 21st and 22nd CoC meeting, which Comp App (AT) (CH) (Ins) No.258 & 259 of 2025 Page 20 of 23 were held on 23.09.2024 and 18.12.2024 respectively. As there was no specific order by the Tribunal for not to proceed to hold further CoC meetings.
28. On a perusal of the records, upon issuance of the notice of 12.07.2024 as referred to herein above, it is absolutely false on part of the Appellant to submit that the representative of the Appellant was not permitted to attend the meeting. He attended the meeting, but when the aforesaid discrepancy was figured due to lack of proper authorization and non-providing of the required confidentiality undertaking, he was asked to leave the proceedings of the 20th CoC meeting, which was held under a hybrid mode.
29. It could be further figured out from documents concerned, that the Applicant's claim of denial of access to the information is bad for the reason being that, as soon as the confidential undertaking was issued in favor of Mr. Nelluri Bapuji on 25.07.2024, the Applicant was supplied with the minutes of the 20 th CoC meeting, with all the relevant documents attached to it on 29.07.2024.
30. The finding has been recorded that, the Appellant cannot have any grievances as far as the 22nd CoC meeting of 18.12.2024 is concerned, for the reason being that, in the said meeting, the Applicant or his authorised representative have not participated nor has raised any objection regarding the process of the CoC meeting. The documents reveal that, in the 20th CoC meeting held on 16.07.2024, the debate was held pertaining to the plans submitted by the Comp App (AT) (CH) (Ins) No.258 & 259 of 2025 Page 21 of 23 Prospective Resolution Applicants who were found to be legally eligible, but however, the CoC members sought time to confirm the plans, and the same was considered and subsequent to it, the proceeding was finalized. The 22nd CoC meeting, which was held on 18.12.2024, will not have any negative impact, on the 20th CoC meeting held on 16.07.2024, for the reason being that, the plan which was discussed amongst the members of the CoC, the same was already approved and has been submitted to the Ld. Adjudicating Authority for approval almost approximately five months prior to the holding of the 22nd CoC meeting.
31. Questioning its validity by filing IA(IBC)/256/2023, would be nothing but would be a farce exercise. And so far as the 20th CoC meeting is concerned, we have already held that, the representative of the Appellant had suffered from a legal infirmity in participating in the CoC meetings. He was rightly ousted in the absence of a valid authorization having been executed in his favor in accordance with law. And as argued by the Ld. Senior Counsel for CoC, Mr. Niranjan Reddy that despite of the fact that subsequently the confidentiality understanding was issued on 25.07.2024 and later minutes of 20th CoC was shared to the Appellant for the first time on 29.07.2024 and later IA No. 1724/2024 was filed on 12.08.2024. In fact, the attempt, which was being made by the Appellant, was to delay the proceedings, which was also observed by the Ld. Tribunal in the impugned order. Thus, the dismissal of the same by the impugned order is absolutely justified for the reasons which we have already observed in the body Comp App (AT) (CH) (Ins) No.258 & 259 of 2025 Page 22 of 23 of the judgment. Hence the 'appeals' lacks 'merit' and the same are accordingly 'dismissed'.
32. Though we have dismissed the appeals, under the given set of circumstances, as considered by the Ld. Tribunal and by this Appellate Tribunal, we feel that equity did not call for imposition of a heavy cost of Rs. 5,00,000/-. The same is directed to be modified to the extent that the cost will be made easy to the tune of Rs. 2,00,000/- only.
[Justice Sharad Kumar Sharma] Member (Judicial) 10/11/2025 SN/MS/RS Comp App (AT) (CH) (Ins) No.258 & 259 of 2025 Page 23 of 23 NATIONAL COMPANY LAW APPELLATE TRIBUNAL AT CHENNAI (APPELLATE JURISDICTION) Company Appeal (AT) (CH) (Ins) No.258/2025 (IA Nos. 731, 732 & 733/2025) In the matter of:
MANDAVA PRABHAKAR RAO, Suspended Director, NSL Nagapatnam Power and Infratech Ltd. Plot No. 543, House No. 8-2-293/82/A543, Road No. 26, Jubilee Hills, Hyderabad-500033, ... APPELLANT V MR. NAVNEET KUMAR GUPTA, Resolution Professional of NSL Nagapatnam Power and Infratech Limited, NSL Icon, 4th Floor, Door No. 8-2-684/2/A, Plot No. 1 to 4, Road No.12, Banjara Hills, Hyderabad-500 034, Telangana ...RESPONDENT NO. 1 M/S. PTC INDIA FINANCIAL SERVICES LIMITED Having its registered office at, 7th Floor Telephone Exchange Building, 8 Bhikaji Cama Place, New Delhi 110066 India ...RESPONDENT NO. 2 INDIAN OVERSEAS BANK, Member of Committee of Creditor, Having its registered office at, 762/763, IOB, Anna Salai, Chennai, Tamil Nadu-600002 ...RESPONDENT NO. 3 WITH Company Appeal (AT) (CH) (Ins) No.259/2025 (IA Nos. 734, 735 & 736/2025) In the matter of:
MANDAVA PRABHAKAR RAO, Erstwhile Director of the Corporate Debtor, NSL Nagapatnam Power and Infratech Ltd. Plot No. 543, House No. 8-2-293/82/A543, Road No. 26, Jubilee Hills, Hyderabad-500033, ... APPELLANT Comp App (AT) (CH) (Ins) No.258 & 259 of 2025 Page 1 of 23 V MR. NAVNEET KUMAR GUPTA, Resolution Professional of NSL Nagapatnam Power and Infratech Limited, NSL Icon, 4th Floor, Door No. 8-2-684/2/A, Plot No. 1 to 4, Road No.12, Banjara Hills, Hyderabad-500 034, Telangana ...RESPONDENT NO. 1 M/S. PTC INDIA FINANCIAL SERVICES LIMITED Having its registered office at, 7th Floor Telephone Exchange Building, 8 Bhikaji Cama Place, New Delhi 110066 India ...RESPONDENT NO. 2 INDIAN OVERSEAS BANK, Member of Committee of Creditor, Having its registered office at, 762/763, IOB, Anna Salai, Chennai, Tamil Nadu-600002 ...RESPONDENT NO. 3 Present :
For Appellant : Mr. PS Raman, Senior Advocate Mr. Srinath Sridevan, Senior Advocate Mr. Srikanth Rati, Advocate Ms. Prarthana Ramesh, Advocate For Mr. VVSN Raju, Advocate For Respondents : Mr. E Om Prakash, Senior Advocate Ms. Anjali Soni, Advocate Mr. Sai Sumed Yasaswi Kondapalli, Advocate Ms. A. Rithikha, Advocate For Mr. Pulkit Deora, Advocate for R1 Mr. Arvindh Pandian, Senior Advocate For Mr. Amir Bhavani, Advocate for R3 Mr. Niranjan Reddy, Senior Advocate for CoC Mr. Shravan Kumar, Advocate for R6 Comp App (AT) (CH) (Ins) No.258 & 259 of 2025 Page 2 of 23 JUDGMENT (Hybrid Mode) [Per: Jatindranath Swain, Member (Technical) These are two company appeals engage consideration of almost similar sets of facts and circumstances. Accordingly, they are being heard and decided together.
2. In Company Appeal (AT) (CH) (Ins) No.259/2025, the Appellant questions the impugned order that was passed on IA No. 1724/2024 as preferred by him in CP(IB) No. 306/10/HDB/2017. In the said application, the Appellant had prayed for passing of necessary orders to hold that the 20 th meeting of COC dated 16.07.2024, was not carried out in a fair and transparent manner, to set aside the minutes of the said meeting as arbitrary and illegal, including the approval of the resolution plan and to hold the action of the RP, in not providing the copy of resolution plans, valuation reports, and other relevant documents as illegal and arbitrary and to direct for re-running of the process after providing those documents to the Appellant herein and to refer the action of RP to IBBI and to replace the RP as deemed fit.
3. In Company Appeal (AT) (CH) (Ins) No.258/2025, the Appellant challenges the order passed in IA(IBC)/256/2025, as it was preferred in pending IA No. 1724/2024 filed in CP(IB) No. 306/10/HDB/2017. In the said application, the Appellant had prayed for directions to declare the 21st and 22nd COC meetings Comp App (AT) (CH) (Ins) No.258 & 259 of 2025 Page 3 of 23 dated 23.09.2024 and 18.12.2024 respectively, as arbitrary, to declare the action of RP at the behest of Successful Resolution Applicant (SRA) to be illegal and to call for fresh bids as the said action of RP changed the very core of the only asset of the company which is land.
4. Ld. Adjudicating Authority, after hearing the applications together dismissed the same on the ground that the objections raised by the Appellant were a deliberate attempt to obstruct and delay the CIRP & that the applications lack merit and have no objective other than to delay the CIRP and also imposed a cost of ₹5 lakh. Aggrieved by the said Order, the instant company appeals have been filed by the Appellant.
5. Brief facts of the case are that the corporate debtor NSL Nagapatnam Power and Infratech Limited (NNPIL) filed an application CP(IB) No. 306/10/HDB/2017 under section 10 of I & B Code, 2016 and the same was admitted by Ld. NCLT, Hyderabad by order dated 18.01.2018 and Mr. Venkateswarlu Kari was appointed as the Interim Resolution Professional (IRP).
He was later confirmed as Resolution Professional (RP). COC in its 7th meeting on 24.05.2023 decided to change the RP and to appoint Mr. Navneet Kumar Gupta, respondent no.1 as RP. EOI was published in form G on 21.11.2023 and EOI was received from five entities. Consequent to it, RFRP was issued on 04.01.2024 and 3 (three) modified resolution plans were received from OMIPL, Comp App (AT) (CH) (Ins) No.258 & 259 of 2025 Page 4 of 23 Rungta mines Limited and Vedanta Limited on 09.07.2024. In the 20th meeting of Committee of Creditors (COC) held on 16.07.2024, COC discussed the feasibility and viability of the resolution plans before them. In the same meeting, Mr Nelluri Bapuji, representative of the Appellant was asked to leave the meeting after 15 minutes due to alleged lack of authorisation. After the conclusion of the meeting, the minutes of COC were communicated on 19.07.2024 to the members of COC to cast their votes, the voting window closed on 01.08,2024 and the RP concluded upon reviewing the results of the electronic voting that COC resolved to approve the resolution plan submitted by Rungta mines Limited dated 07.09.2024 by 85.35% majority in favour. Meanwhile, the Appellant and his representative had objected vehemently against the removal of Mr. Bapuji from 20th COC meeting in email dated 17.07.2024 and upon provision of the letter of authorisation and the confidentiality agreement as demanded by the RP, the RP shared the minutes of 20th COC meeting by email on 29.07.2024. On approval of the resolution plan by COC, the application for approval of the said resolution plan was filed by the RP before learned NCLT, Hyderabad vide IA(plan) No. 20 of 2024. The Appellant also filed an Interlocutory Application IA 1724/2024 before Ld. NCLT on 12.08.2024. While the same was pending, 21st and 22nd meetings of the COC were convened by RP on 23.09.2024 and 18.12.2024 respectively to update the COC regarding the progress and also to discuss the land related issues including the possibility of issuing a No Objection Certificate Comp App (AT) (CH) (Ins) No.258 & 259 of 2025 Page 5 of 23 (NOC) with IDCO, Odisha. On 27.05.2025, Ld. NCLT approved the resolution plan preferred in IA(IBC)/Plan/20/2024, while rejecting the applications filed by the Appellant being IA/1724/2024 and IA/256/2025 on the same day by a common order, which is being challenged in the instant appeals.
6. In CA(AT)(CH) (Ins) No. 259/2025, the Appellant has challenged the validity of the proceedings of 20th COC meeting in which the resolution plans were discussed and the plan of Rungta Mines Limited was approved, in violation of Regulation 21(3)(iii) of CIRP Regulations. In CA(AT)(CH) (Ins) No. 258/2025, the Appellant had challenged the validity of the proceedings of 21 st and 22nd COC meetings on the grounds that the meetings were held while his Application IA 1724/2024 was still pending before Ld. NCLT for adjudication and that certain land related issues including issue of NOC were discussed, which he alleges to be in contravention of the resolution process. Since 20 th COC meeting was held earlier and the resolution plan was approved therein, it is proper that CA(AT)(CH)(Ins) No. 259/2025 is taken up for consideration first.
7. The short question to be decided in CA(AT)(CH)(Ins) No. 259/2025, which challenges the validity of the proceedings of 20 th COC meeting is that (i) whether the act of RP in not permitting the representative of the Appellant to attend the said meeting and for not sharing the documents including the resolution plans with the Appellant prior to conduct of the said meeting is valid in law (ii) Comp App (AT) (CH) (Ins) No.258 & 259 of 2025 Page 6 of 23 whether the aforesaid act will vitiate the decisions taken in the said 20th meeting of the COC.
8. The Appellant has contended that he had nominated Mr. Nelluri Bapuji to represent him in the COC meetings on his behalf Mr. Bapuji has been consistently participating in the COC meetings, on his behalf, and his name has been duly recorded in the meetings of the COC as can be seen from the minutes of 10th, 18th and 19th COC meetings and it follows that by allowing Mr Bapuji to participate in the said meetings, the RP had accepted his nomination as representative of the Appellant, even though no separate written authorisation was issued by the Appellant in this regard. He has stated that, had this been insisted upon, he would have immediately given it. He further contended that neither the COC nor the RP had objected to the participation by Mr Bapuji till 20th COC meeting. However, during the 20th COC meeting held on 16.07.2024, for which he received the meeting notice, Mr Bapuji was asked to leave the meeting after 15 minutes of the commencement of the meeting, on the grounds of lack of authorisation. He contends that this was a crucial meeting with significant agenda items, including examination and approval of the resolution plan and disqualification of the other 2 Resolution Applicants (RA) which had the potential to affect all stakeholders which his representative needed to attend, but he was asked to leave the meeting despite his assurance to submit the required authorisation at the earliest after the meeting and that it is against the provisions of the Code and the Rules made Comp App (AT) (CH) (Ins) No.258 & 259 of 2025 Page 7 of 23 thereunder and against the Judgement of the Hon'ble Apex Court in the matters of Vijay Kumar Jain v. Standard Chartered Bank& Ors. in civil appeal No. 8430 of 2018. He has further contended that the RP failed to furnish the minutes of the meeting in time (within 48 hours) and provided the same only on 29.07.2024, four days after the confidentiality undertaking and furnished, which violates Regulation 24(7) of CIRP Regulations. He has further stated that the RP attached the emails dated 18.07.2024 sent by PTC India financial services Limited and email dated 19.07.2024 sent by Indian overseas Bank to the minutes of the said meeting even though those emails were circulated after the meeting was conducted on 16.07.2024, and that it vitiated the sanctity of the meeting. He has further contended that the said meeting was conducted without circulating the resolution plans, valuation reports, or compliance documents, which is a direct contravention of regulation 21(3)(iii) of the CIRP regulations and also runs contrary to the principles laid down in Vijay Kumar Jain (supra) which emphasizes that suspended directors have the right to access information and documents relevant to CIRP. He has alleged that Mr Bapuji was arbitrarily removed from the ongoing 20th COC meeting on the pretext that certain confidential information was to be discussed and unauthorised disclosure of the same to anyone cannot be done, which was arbitrary because this should have been informed to him in advance so that he could have given the required authorisation and confidentiality undertaking in time before the meeting. He has Comp App (AT) (CH) (Ins) No.258 & 259 of 2025 Page 8 of 23 further stated that Ld. NCLT incorrectly relied upon section 24(4) of the code to override the legal requirement of having the suspended Directors or their representative to attend the COC meeting. Section 24(4) will not be applicable in this case, because though the provisions of section 24(4) state that "the absence of any director, partner or representative of operational creditors, as the case maybe, shall not invalidate proceedings of such meeting", such absence contemplates voluntary absence only and not an absence under compulsion, which was the case here. He has further stated that the suspended board of directors should have been allowed to get copies of the resolution plan and make suggestions, even if they are ineligible to vote and that the copies should have been provided to them instead of they being asked to access the documents through a link which had expired, in any case. He further stated that the RP engaged with IDCO for land-use changes, post-approval of the resolution plan, whereas he should have ideally done so prior to preparation of Information Memorandum so that all the resolution applicants could have benefitted from the said changes and not the SRA alone and that it would have been in the interest of all the stakeholders and in the value maximisation of the CD.
9. The RP (Respondent -1) has argued to the contrary that the meeting notice of 20th meeting of COC clearly stipulated that a member shall inform the RP at least 24 hours in advance, of the identity of the authorised representative, who will attend and vote at the meeting on their behalf, that the Appellant did not issue Comp App (AT) (CH) (Ins) No.258 & 259 of 2025 Page 9 of 23 any authorisation letter and that the COC members expressed the reluctance to discuss certain agenda items in the presence of Mr Bapuji as those items are highly classified, sensitive and confidential, and any unauthorized disclosure of the same to anyone including to the erstwhile management maybe detrimental to the resolution of the CD. He has further stated that in order to resolve the issue he asked the representative to furnish authorisation letter which he failed to furnish and therefore he had no other option to ask Mr. Bapuji to leave the meeting. He has further contended that he had been requesting the erstwhile management to furnish the confidentiality undertaking much prior to the 20 th meeting, and the said undertaking was not furnished, that there was continuous non-cooperation from the erstwhile management with regard to supplying documents and information of the corporator debtor, and that only on 25.07.2024, the suspended Director, the Appellant herein furnished the required confidentiality undertaking, and after that, he had duly provided the minutes of 20th COC meeting to him. He has further stated that despite multiple requests to furnish the required authorisation and confidentiality undertaking, the suspended directors have been non-responsive and filed this appeal with an intent to stall the time-bound CIRP proceedings and to delay the process. He has also stated that Hon'ble Apex Court in the matter of Vijay Kumar (Supra) has emphasized on the importance of obtaining a confidentiality undertaking. Comp App (AT) (CH) (Ins) No.258 & 259 of 2025 Page 10 of 23
10. Having heard the learned counsels for the parties, it will be apt to refer to the relevant provisions of the code and the regulations made there under which govern the modalities of the COC meeting. Section 24 of I & B Code, 2016 stipulates as to how the meetings of COC will be conducted and who shall attend the same. The relevant provisions are extracted hereunder.
24. Meeting of committee of creditors.--
(1) The members of the committee of creditors may meet in person or by such electronic means as may be specified.
(2) All meetings of the committee of creditors shall be conducted by the resolution professional.
(3) The resolution professional shall give notice of each meeting of the committee of creditors to --
(a) members of committee of creditors, including the authorized representatives referred to in sub-sections (6) and (6-A) of Section 21 and sub-section (5);
(b) members of the suspended Board of Directors or the partners of the corporate persons, as the case may be;
(c) operational creditors or their representatives if the amount of their aggregate dues is not less than ten per cent of the debt.
(4) The directors, partners and one representative of operational creditors, as referred to in sub-section (3), may attend the meetings of committee of creditors, but shall not have any right to vote in such meetings:
Provided that the absence of any such director, partner or representative of operational creditors, as the case may be, shall not invalidate proceedings of such meeting.
(5) Subject to sub-sections (6), (6-A) and (6-B) of Section 21, any creditor who is a member of the committee of creditors may appoint an insolvency professional other than the resolution professional to represent such creditor in a meeting of the committee of creditors:Comp App (AT) (CH) (Ins) No.258 & 259 of 2025 Page 11 of 23
Provided that the fees payable to such insolvency professional representing any individual creditor will be borne by such creditor.
(6) Each creditor shall vote in accordance with the voting share assigned to him based on the financial debts owed to such creditor.
(7) The resolution professional shall determine the voting share to be assigned to each creditor in the manner specified by the Board.
(8) The meetings of the committee of creditors shall be conducted in such manner as may be specified."
11. The relevant provisions of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 have also been extracted as under:
"2. Definitions.-- (1) In these Regulations, unless the context otherwise requires--
xxx xxx xxx
(d) "committee" means a committee of creditors established under Section 21;
xxx xxx xxx
(l) "participant" means a person entitled to attend a meeting of the committee under Section 24 or any other person authorised by the committee to attend the meeting;
xxx xxx xxx "21. Contents of the notice for meeting.--
(1) The notice shall inform the participants of the venue, the time and date of the meeting and of the option available to them to participate through video conferencing or other audio and visual means, and shall also provide all the Comp App (AT) (CH) (Ins) No.258 & 259 of 2025 Page 12 of 23 necessary information to enable participation through video conferencing or other audio and visual means.
(2) 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.
(3) The notice of the meeting shall contain the following --
(i) a list of the matters to be discussed at the meeting; (ii) a list of the issues to be voted upon at the meeting; and (iii) copies of all documents relevant to the matters to be discussed and the issues to be voted upon at the meeting. (4) The notice of the meeting shall-- (a) state the process and manner f for voting by electronic means and the time schedule, including the time period during which the votes may be cast; (b) provide the login ID and the details of a facility for generating password and for keeping security and casting of vote in a secure manner; and (c) provide contact details of the person who will address the queries connected with the electronic voting.
22.........
23........
"24. Conduct of meeting.--
(1) The resolution professional shall act as the chairperson of the meeting of the committee.
(2) At the commencement of a meeting, the resolution professional shall take a roll call when every participant attending through video conferencing or other audio and visual means shall state, for the record, the following,--
(a) his name;
(b) whether he is attending in the capacity of a member of the committee or any other participant;
(c) whether he is representing a member or group of members;
(d) the location from where he is participating;
Comp App (AT) (CH) (Ins) No.258 & 259 of 2025 Page 13 of 23
(e) that he has received the agenda and all the relevant material for the meeting; and
(f) that no one other than him is attending or has access to the proceedings of the meeting at the location of that person. (3) After the roll call, the resolution professional shall inform the participants of the names of all persons who are present for the meeting and confirm if the required quorum is complete.
(4) The resolution professional shall ensure that the required quorum is present throughout the meeting.
(5) From the commencement of the meeting till its conclusion, no person other than the participants and any other person whose presence is required by the resolution professional shall be allowed access to the place 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."
12. From the above, it is clear that the members of the suspended board of directors of the CD have a right to participate in the meetings held by the COC and also has a right to discuss with the members of the COC all the resolution plans that are presented at such meetings under section 25(2)(i) of the code and that they must be furnished with copies of such plans beforehand as per Rule 21(3) of the CIRP Regulations, if they are to participate effectively in the meeting of COC. This has been laid down by Hon'ble Apex Court in the matter of Vijay Comp App (AT) (CH) (Ins) No.258 & 259 of 2025 Page 14 of 23 Kumar Jain v. Standard chartered bank & others in civil appeal No. 8430 of 2018. The relevant para is extracted hereunder-
"9. This statutory scheme, therefore, makes it clear that though the erstwhile Board of Directors are not members of the committee of creditors, yet, they have a right to participate in each and every meeting held by the committee of creditors, and also have a right to discuss along with members of the committee of creditors all resolution plans that are presented at such meetings under Section 25(2)(i). It cannot be gainsaid that operational creditors, who may participate in such meetings but have no right to vote, are vitally interested in such resolution plans, and must be furnished copies of such plans beforehand if they are to participate effectively in the meeting of the committee of creditors. This is for the reason that under Section 30(2)(b), repayment of their debts is an important part of the resolution plan qua them on which they must comment. So the first important thing to notice is that even though persons such as operational creditors have no right to vote but are only participants in meetings of the committee of creditors, yet, they would certainly have a right to be given a copy of the resolution plans before such meetings are held so that they may effectively comment on the same to safeguard their interest."
13. In the instant case, the RP has issued notice to the suspended Director of the CD and Mr Nelluri Bapuji, his representative for the 20th meeting of COC. This is not disputed by the Appellant either. However, during the course of the meeting, Mr Bapuji was asked to leave the meeting as the members of the COC wanted to discuss certain matters confidentially without the presence of the representative of the suspended directors. When the legal team of RP informed Comp App (AT) (CH) (Ins) No.258 & 259 of 2025 Page 15 of 23 about the correct legal position emanating from the judgement of Hon'ble Apex Court in the matters of Vijay Kumar Jain (Supra), Mr Bapuji was asked to produce his authorisation letter and when he was unable to do so, he was asked to leave the meeting. It is true that as per the provisions of the code, the members or their authorised representatives can only attend the meeting of COC. The Appellant states that this condition applies to only the members having voting power because it has to be ensured that no unauthorised person casts vote on behalf of the said member and this situation does not prevail in case of suspended directors and that, Mr Bapuji has been allowed from the beginning to represent him in the COC meetings without any objection and the notices of the meetings were also being sent to him, which implies that Mr Bapuji has been accepted as the authorised representative of the Appellant. The issue to decide at this point is as to whether the RP having permitted Mr. Bapuji to represent the suspended directors till this point can deny him to attend the meeting on the grounds of lack of authorisation and whether, the members of COC can act beyond the principles laid down by Hon'ble Apex Court in the matter of Vijay Kumar Jain (Supra). The minutes of the 20th meeting of COC will reveal the true picture. The relevant extract is given below:
"Other matter:
The COC members, in between the meeting, placed a proposal to discuss some points within the COC members internally. Based on their proposal, the RP requested Mr. Comp App (AT) (CH) (Ins) No.258 & 259 of 2025 Page 16 of 23 Nelluri Bapuji (representing the erstwhile management) to take leave from the meeting. Afterwards, the COC members expressed their elect Ans to discuss the agenda items in the presence of Mr. Nelluri Bapuji as the agenda of this particular meeting is highly classified, sensitive and confidential, and any unauthorised disclosure of the same to anyone, including the urge to hell management may be detrimental to the resolution of the corporator.
In response, the legal counsel of RP drew the attention of the member of the COC to the judgement of honourable Supreme Court of India in the matter of Vijay Kumar Jain versus standard chartered Bank and others where it was held that the suspended Directors have a right to obtain and receive copies of the resolution plans and be heard while resolution plans are being discussed upon submission of an undertaking to maintain confidentiality, which was already sent to him earlier via email dated 5th July 2024.
whereas, it was noted that Mr. Nelluri Bapuji had been attending the COC meetings representing the suspended directors of the corporate debtor-the suspended directors had not yet submitted an undertaking to maintain confidentiality, despite having been invited to do so by the RP.
In order to resolve this matter, the RP again invited Mr Nelluri Bapuji and asked him to furnish the confidentiality undertaking on behalf of the suspended Directors and share the authority letter from the directors since Mr Nelluri Bapuji himself is not the director in the corporate debtor. Draft confidentiality undertaking had already been sent to the suspended directors earlier via email.
When Mr. Nelluri Bapuji expressed his inability to submit the same immediately, as it would take time to have the documents executed from the suspended directors who were travelling out of town at the time - the RP offered to share the relevant documents and minutes of the meeting upon submission of the same whenever Mr Nelluri Bapuji was able to submit the same. Mr Nelluri Bapuji was thereafter requested to excuse himself from the COC meeting and allow the members to discuss the rest of agenda."Comp App (AT) (CH) (Ins) No.258 & 259 of 2025 Page 17 of 23
14. A reading of the said minutes will reveal that the COC members were determined to discuss the agenda items separately and not in the presence of the suspended Director or his representative. Had they been concerned about the sanctity of the process, they would have insisted on production of authorisation letter and the confidentiality undertaking from day one and not while the 20th meeting of COC was already in progress. The RP relies on the provisions of Section 21(2) of the Code to justify his action of not allowing Mr. Bapuji to attend the meeting of COC in the absence of authorisation letter. However, a careful reading of the relevant provisions would imply that it is more applicable for those members who have voting powers so that unauthorised person can participate and vote at the meeting. Further, as argued by Ld. Senior Counsel for the Appellant, these defects are rectifiable defects and not those which will jeopardise the resolution process. The correct option for the RP and the COC members would have been to accept the presence of Mr. Bapuji, having permitted him to attend the past meetings of COC without any objection and to get the authorisation letter and the confidentiality undertaking later on and no damage would have been done to anyone. Or the meeting could have been postponed for a few days. By not doing so, the RP stood contravening the principles laid down by Hon'ble Apex Court in the matters of Vijay Kumar Jain (supra). Further, the manner in which the meeting was conducted raises suspicion especially when two PRAs were Comp App (AT) (CH) (Ins) No.258 & 259 of 2025 Page 18 of 23 declared ineligible in the same meeting and the resolution plan of only one PRA was put to vote.
15. In addition, not providing the required documents and resolution plans to the suspended directors on the plea of non-furnishing of confidentiality undertaking is a major lacuna in the said process. As held by the Apex Court in the matter of Vijay Kumar v. Standard Chartered Bank (supra), the regulations mandate that such information have to be given to the suspended directors and so far the confidential information is concerned. It is clear that the resolution professional can take an undertaking from the members of erstwhile board of directors to maintain confidentiality. The relevant paragraphs are extracted below:
"14. Under Regulation 24(2)(e), the resolution professional has to take a roll call of every participant attending through video- conferencing or other audio and visual means, and must state for the record that such person has received the agenda and all relevant material for the meeting which would include the resolution plan to be discussed at such meeting. Regulation 35 makes it clear that the resolution professional shall provide fair value and liquidation value to every member of the committee only after receipt of resolution plans in accordance with the Code [see regulation 35(2)]. Also, under Regulation 38(1)(a), a resolution plan shall include a statement as to how it has dealt with the interest of all stakeholders, and under sub- clause 3(a), a resolution plan shall demonstrate that it addresses the cause of default. This Regulation also, therefore, recognizes the vital interest of the erstwhile Board of Directors in a resolution plan together with the cause of default. It is here that the erstwhile directors can represent to Comp App (AT) (CH) (Ins) No.258 & 259 of 2025 Page 19 of 23 the committee of creditors that the cause of default is not due to the erstwhile management, but due to other factors which may be beyond their control, which have led to non-payment of the debt. Therefore, a combined reading of the Code as well as the Regulations leads to the conclusion that members of the erstwhile Board of Directors, being vitally interested in resolution plans that may be discussed at meetings of the committee of creditors, must be given a copy of such plans as part of "documents" that have to be furnished along with the notice of such meetings.
15. As a result of the aforesaid discussion, the arguments of the respondents that "committee" and "participant" are used differently, which would lead to the result that resolution plans need not be furnished to the erstwhile members of the Board of Directors, must be rejected. Equally, the Regulations, far from going beyond the Code, flesh out the true intention of the Code that is achieved by reading the plain language of the Sections that have already been adverted to. So far as confidential information is concerned, it is clear that the resolution professional can take an undertaking from members of the erstwhile Board of Directors, as has been taken in the facts of the present case, to maintain confidentiality. The source of this power is Regulation 7(2)(h) of the Insolvency and Bankruptcy Board of India (Insolvency Professionals) Regulations, 2016, read with paragraph 21 of the First Schedule thereto. This can be in the form of a non-disclosure agreement in which the resolution professional can be indemnified in case information is not kept strictly confidential."
16. What is important to note is that furnishing of the resolution plan and such other information, including confidential information to the suspended directors is a primary requirement whereas non-disclosure agreement is optional. Signing a confidentiality undertaking will not mean that the matter will remain confidential forever; it only ensures that the person committing the breach will have to pay damages and thus confidentiality undertaking has only a deterrent Comp App (AT) (CH) (Ins) No.258 & 259 of 2025 Page 20 of 23 value. When the same RP on provision of the said undertaking did provide the minutes nothing prevented him from sharing the details of the resolution plans with a promise to provide the said undertaking at the earliest. The RP could have taken proactive steps to obtain the confidentiality undertaking from the suspended directors in the beginning itself, because he knew that he has to share sensitive documents with them as per the stipulations laid down in the code as elaborated by the judgement of the Hon'ble Apex Court as extracted above. He cannot escape his responsibility of implementing CIRP in a manner has laid down in the code and the rules and regulations made thereunder.
17. In view of the above, it has to be held that Ld. Adjudicating Authority erred in concluding that the Appellant had ample time to obtain proper authorisation which he did not and that he was expecting the meeting to be adjourned. Till this point of time, no evidence has been put forth by the RP to show that the Appellant had an intent in disrupting the CIRP proceedings. Thus, the allegation that the Appellant was expecting the meeting to be adjourned would be rather unfair. In respect of providing information and documents relevant to CIRP to the suspended directors by the RP, Ld. Adjudicating Authority has accepted the logic of RP that in the absence of confidentiality undertaking, the same could not be provided. However, it has to be held that it is the duty of the RP to provide the documents to all the members of COC including the suspended directors and in case any such undertakings are required, he should have ensured that such are Comp App (AT) (CH) (Ins) No.258 & 259 of 2025 Page 21 of 23 obtained in the beginning itself and if such undertakings are not given, while issuing the meeting notice he could have clearly mentioned that the concerned documents are not being supplied because the suspended directors have not furnished the confidentiality undertaking. In the instant case he has failed miserably in this respect.
18. Accordingly, I am of the view that the process followed in 20th meeting of COC is contrary to provisions of Code and the Regulations thereunder as elaborated by Hon'ble Apex Court in the matter of Vijay Kumar Jain V. Standard Chartered bank and others and therefore, the minutes of the 20th meeting of COC is liable to be set aside. Accordingly, the instant Company Appeals CA(AT)(CH)(Ins) No. 258/2025 and 259/2025 will stand allowed and the impugned orders of Ld. Tribunal dated 27.05.2025 passed in IA/1724/2024 and IA/256/2025 will stand quashed. Accordingly, the minutes of 20th COC meeting will also stand quashed and CIRP will restart from stage of 20th meeting of COC, after giving the copies of resolution plans and the relevant documents to the Appellant. The aforesaid action needs to be done within 2 weeks from the date of this judgement and thereafter, the RP will convene the meeting of COC within 2 weeks in which the Appellant will also participate. The COC will then proceed to deal with the resolution plans as per the procedure detailed in the Code and the Regulations framed thereunder. In case the CIRP period is over, the time line may be extended suitably by excluding the time spent in litigation so that CIRP Comp App (AT) (CH) (Ins) No.258 & 259 of 2025 Page 22 of 23 proceedings in CP(IB) No. 306/10/HDB/2017 is brought to a successful conclusion. Further the costs imposed by Ld. NCLT is hereby set aside as no case is made out to prove that the Appellant has deliberately been using delaying tactic to stall the CIRP.
These two 'company appeals' are 'allowed'. All pending 'interlocutory applications' would stand 'closed'.
[Jatindranath Swain] Member (Technical) 10/11/2025 SN/MS/RS Comp App (AT) (CH) (Ins) No.258 & 259 of 2025 Page 23 of 23