National Company Law Appellate Tribunal
Bobby Abraham vs Tata Capital Limited & Ors on 10 March, 2026
NATIONAL COMPANY LAW APPELLATE TRIBUNAL
AT CHENNAI
(APPELLATE JURISDICTION)
Company Appeal (AT) (CH) (Ins) No. 116/2026
(IA No. 365/2026)
In the matter of:
Bobby Abraham
House No.22, Mangara House,
Divine Village, Near Civil Station,
Ernakulam, Kakkanad, Kerala - 682 030 ....Appellant
V
M/s Tata Capital Limited
Registered Office: 1201, 11th Floor, Tower-A
Peninsula, Business Park, lower Parel,
Mumbai - 400013 ....Respondent No. 1
CA Jasin Jose
Resolution Professional, Ponmattam
Madaserry House, Mookkannoor PO,
Ernakulam, Kerala, 683577
Reg: IBBI/IPA-001/IP-P00695/2017-2018/11225 ....Respondent No. 2
Present:
For Appellant : Mr. Retheesh NA, Advocate
WITH
Company Appeal (AT) (CH) (Ins) No. 117/2026
(IA No. 366/2026)
In the matter of:
Jasmine Varghese
Mangara House, Divine Village, Near civil Station,
Ernakulam - 682030, Kerala ....Appellant
V
M/s Tata Capital Limited
Registered Office: 1201, 11th Floor, Tower-A
Peninsula, Business Park, lower Parel,
Mumbai - 400013 ....Respondent No. 1
Comp App (AT) (CH) (Ins) Nos.116, 117, 118 & 119/2026 Page 1 of 23
CA Jasin Jose,
Resolution Professional, Ponmattam
Madaserry House, Mookkannoor PO,
Ernakulam, Kerala - 683577
Reg: IBBI/IPA-001/IP-P00695/2017-2018/11225 ....Respondent No. 2
Present:
For Appellant : Mr. Retheesh NA, Advocate
WITH
Company Appeal (AT) (CH) (Ins) No. 118/2026
(IA No. 367/2026)
In the matter of:
Jossan Varghese
Manoor House, Manatti Road,
Pushpagiri, Taliparamba Kannur - 670 141, Kerala ....Appellant
V
M/s Tata Capital Limited,
Registered Office: 1201, 11th Floor, Tower-A
Peninsula, Business Park, lower Parel,
Mumbai - 400013 ....Respondent No. 1
CA Jasin Jose,
Resolution Professional, Ponmattam
Madaserry House, Mookkannoor PO,
Ernakulam, Kerala - 683577
Reg: IBBI/IPA-001/IP-P00695/2017-2018/11225 ....Respondent No. 2
Present:
For Appellant : Mr. Retheesh NA, Advocate
WITH
Company Appeal (AT) (CH) (Ins) No.119/2026
(IA No.368/2026)
In the matter of :
Joby Varghese
Manoor House, Manatti Road,
Pushpagiri, Taliparamba Kannur - 670 141, Kerala ....Appellant
V
Comp App (AT) (CH) (Ins) Nos.116, 117, 118 & 119/2026 Page 2 of 23
M/s Tata Capital Limited,
Registered Office: 1201, 11th Floor, Tower-A
Peninsula, Business Park, lower Parel,
Mumbai - 400013 ....Respondent No. 1
CA Jasin Jose,
Resolution Professional, Ponmattam
Madaserry House, Mookkannoor PO,
Ernakulam, Kerala - 683577
Reg: IBBI/IPA-001/IP-P00695/2017-2018/11225 ....Respondent No. 2
Present :
For Appellant : Mr. Retheesh NA, Advocate
ORDER
(Hybrid Mode) 10.03.2026:
Oral Judgment : Justice Sharad Kumar Sharma, Member (Judicial):
The subject proceedings in all these Company Appeals are identical on facts and law as they are emanating from the orders that were passed on an application preferred under Section 121(B) of the I & B Code, 2016, to be read with Section 123(1) of the Code.
2. The consequential effect of the same had been that, all four Interlocutory Applications had been allowed by an order passed on a common date i.e. 14.01.2026, consequentially resulting into directing the initiation of the Bankruptcy proceedings as against the Appellants, who happened to be the Personal Guarantors.
Comp App (AT) (CH) (Ins) Nos.116, 117, 118 & 119/2026 Page 3 of 23
3. The grievance of the Appellant, who admit their status as to be that of the Personal Guarantor, is as against this impugned order of 14.01.2026, that has been respectively rendered in the following proceedings:
A) Company Appeal (AT) (CH) (INS) No. 116 / 2026, under challenge is an order passed on IA (IBC) / 488 / 2025 in CP (IBC) / 42 / 2024;
B) In Company Appeal (AT) (CH) (INS) No. 117 / 2026, the challenge is to IA (IBC) / 492 / 2025 as preferred in CP(IBC) / 53 / 2024;
C) In Company Appeal (AT) (CH) (INS) No. 118 / 2026, the challenge is to the impugned order passed on IA (IBC) / 489 / 2025 as preferred in CP(IBC) / 52 / 2024, and D) In Company Appeal (AT) (CH) (INS) No. 119 / 2026, the challenge is to the IA (IBC) / 490 / 2025 as preferred in CP (IBC) / 44 / 2024.
4. The facts, which could be derived on the basis of the pleadings which has been brought on record by the Appellant are that:-
The Corporate Debtor had entered into an apparent established default in repayment of its financial obligations flowing from a channel of Finance Agreement and were determined to have been a defaulter as on 21.11.2018.
Consequent to which, the Respondent No. 1 i.e. M/s. Tata Capital Limited, the Financial Creditor is said to have recalled the loan, demanding the entire Comp App (AT) (CH) (Ins) Nos.116, 117, 118 & 119/2026 Page 4 of 23 outstanding amount due to the tune of Rs.35,59,75,936/- by issuing a Loan Recall Notice in that regard on 13.02.2019.
5. Consequence to the aforesaid Recall Notice, the proceedings was drawn under Section 95 of the Code, as against the respective Personal Guarantors, the Appellants herein, which was instituted before the Ld. NCLT, Kochi Bench, which had passed an order on 06.05.2025, admitting the proceedings under Section 95 of I & B Code, 2016, as against the Personal Guarantors, the Appellants herein above.
6. The Ld. NCLT on an application, which was thus preferred under Section 121(B) to be read with Section 123(1) of the I & B Code, 2016, to be read with Rule 7 of the Insolvency and Bankruptcy (Application to Adjudicating Authority for Bankruptcy Process of Personal Guarantors to Corporate Debtors) Rules, 2019, the Ld. NCLT has directed the Bankruptcy Order against the Appellants, which is under challenge.
7. The Financial Creditor invoked the proceedings under Section 121 (B) to be read with Section 123 (1) of the Code. Consequent to which, the Ld. Adjudicating Authority, while dealing with the factual back drop, had observed that, the Corporate Debtor, M/s. Simtel Trading Corporation Private Limited, who is said to have availed a Term Loan, as well as the Working Capital facility, as back as in the year 2019, which was ultimately aggregating to a total amount Comp App (AT) (CH) (Ins) Nos.116, 117, 118 & 119/2026 Page 5 of 23 of Rs.39.60, crores as a consequence of the Sanctioned letter, which was issued on 13.05.2019, in favour of the Principal Borrower.
8. The said Credit facilities, in the shape of a Term Loan, as well as the Working Capital facility was secured by the Personal Guarantors that is the Appellants herein, along with the Corporate Guarantee that, was provided by the Corporate Debtor M/s. Simtel Trading Corporation Private Limited.
9. Due to the default in the repayment by the Borrower, the Creditor is said to have recalled the loan by issuing Loan Recall Notices in that regard on 13.02.2019 to the Corporate Debtor as well as to the Personal Guarantor, demanding the payment of the said amount and later on, after lapse of period granted in the loan Recall Notice dated 13.02.2019, in order to satisfy the pre- conditions for the purposes of initiation of the proceedings as against the Personal Guarantors, the notice as contemplated under Section 95(4)(b) of the Code, was too issued in the shape of Form B on 02.05.2022, to all the Appellants, the Personal Guarantors herein.
10. As a consequence of the delivery of the notice of demand in the shape of Form B dated 02.05.2022, which as per records have been received by the Personal Guarantors on 14.05.2022, Company Petitions proceedings were drawn before the Ld. Adjudicating Authority, in the shape of the Company Petitions, which has been already detailed in the preceding paragraph. Comp App (AT) (CH) (Ins) Nos.116, 117, 118 & 119/2026 Page 6 of 23
11. The Ld. Tribunal after scrutinizing and upon recording its satisfaction upon the ingredients contemplated under Section 95 of the Code and finding the proceedings under Section 95 of the Code to be justified in the eyes of law had proceeded to pass an order on 26.09.2024, thereby directing the appointment of the Resolution Professional for carrying out the proceedings against the Personal Guarantor, and directing the Resolution Professional to comply with the provisions contained under Section 99 of the Code, by submitting a report as regards to the aspect of default referred to in the notice in the shape of Form B, which was issued on 02.05.2022.
12. The respective reports were submitted by the Resolution Professional on 17.12.2024 and the Ld. Adjudicating Authority after scrutinizing the same in the light of the provisions under Section 100 of the Code and after hearing the Personal Guarantors, Section 95 was directed to be admitted by an order passed on 06.05.2025.
13. As against the order of admission of Section 95 of the Code, the Company Appeals have been preferred and they remain pending before this Tribunal.
14. Its under these circumstances that, the Ld. Tribunal proceeded further, upon filing of an application under Section 121 to be read with Section 123 of I & B Code, 2016, at the behest of the Creditor wherein the Ld. Tribunal while deriving its procedures contemplated under the comprehensive provisions contained under the I & B Code, 2016 and particularly, owing to its objective of Comp App (AT) (CH) (Ins) Nos.116, 117, 118 & 119/2026 Page 7 of 23 providing a specified timelines intending to complete the process of the CIRP in a time bound manner, proceeded to consider the Application of Bankruptcy as per Chapter IV of the Code.
15. The application thus preferred under Section 121 of the Code to be read with Section 114(1) & 115(2) of I & B Code on 28.08.2025, it was those proceedings which was held the Ld. Tribunal proceeded to pass an order dated 28.08.2025.
16. In the instant group of Company Appeals, the scrutinization of the provisions contained under Section 112, 114 & 115 becomes relevant, as to what bearing will the order dated 28.08.2025 would have, for the purposes of passing of an order under Section 121 for initiation of the Bankruptcy proceedings as against the Appellants who are the Personal Guarantors.
17. If the proceedings contemplated under the aforesaid provisions, that is Section 112 initially if it is taken into consideration, it contemplates that upon the submission of the report by the Resolution Professional that was required to be submitted before the meeting of the Creditors for the purposes of its consideration of the Repayment Plan, if at all the Repayment Plan had been submitted by the Personal Guarantors and the report thus submitted under sub-section (1) of Section 112 was to be further acted upon subject to the condition of the receipt of the repayment plan, which had been received and upon its consideration the Comp App (AT) (CH) (Ins) Nos.116, 117, 118 & 119/2026 Page 8 of 23 Resolution Professional would decide as to the Repayment Plan submitted by was to be approved or rejected.
18. The List of Creditors who are present or are represented at the meeting under Section 112 of the Code, would be having a voting right to participate in the proceedings upon submission of the report by the Resolution Professional in compliance with the object of Section 99 to be read with Section 100 of I & B Code, 2016. Its thereafter that the process of scrutinization of Repayment Plan is to be carried as per sub-section (2) of Section 112 of the Code.
19. The legal bearing of the consideration of the report by the Creditors owing to the implications flowing from Section 112 of the Code would be, that such information as Resolution Professional derives from the report after following the procedure under Section 112(2) would constitute as to be falling to be a positive information to the Ld. Adjudicating Authority about the justification for the initiation of the proceedings under the Code, which were the process to mandatorily exhausted after the report called upon under Section 99 of the Code which was to be acted upon in pursuance to the proceedings drawn under Section 112, by holding the meeting of Creditors upon finalization of the Repayment Plan, which would for testing the Plan and its satisfaction required to be satisfied as per Section 112 of the Code.
20. A concerted decision justifying the proceedings is taken by the Ld. Adjudicating Authority after exhausting the provision of Chapter III and Comp App (AT) (CH) (Ins) Nos.116, 117, 118 & 119/2026 Page 9 of 23 adjudicating the viability of the Repayment Plan which had thus been received as per Section 105 of the Code.
21. In the said process of Section 112, as per the argument extended by the Ld. Counsel for the Appellant, the notice of the decision of the meeting of Creditors on Repayment Plan was placed before the Creditors and the Resolution Professional had complied with the stipulations contained for submission of the report of the meeting of the Creditors as preferred on basis of report called under Section 99 of the Code, which was required to be submitted to the Debtor, Creditor as well as to the Ld. Adjudicating Authority as per the initiation of the provisions contained under Section 113 of the Code.
22. It's only upon the fulfilment of the aforesaid necessity of complying with the provisions contained under Section 112 & 113 of the Code, which forms to part of Chapter III, the Ld. Adjudicating Authority proceeds to resort to its judicial function of taking a decision on the Repayment Plan on an application preferred under Section 112 to be read with Section 113 for the purposes of passing of an order of Bankruptcy under Section 121 to be read with Section 123 of the Code, only upon being satisfied with the compliance of the provisions contained under Section 112, 113, 114 and henceforth. When the decision taken in the meeting of Creditors it is brought to the knowledge of Debtor, Creditors as to what conclusive decision has been taken by the Resolution Professional on the Repayment Plan.
Comp App (AT) (CH) (Ins) Nos.116, 117, 118 & 119/2026 Page 10 of 23
23. Admittedly as per records too in the present proceedings, the Ld. Adjudicating Authority has acted upon the repayment plan proposal as submitted under Section 113 of Code, i.e. by resorting to the process of either accepting or rejecting the repayment plan proposals as contemplated under Section 114(1) of the Code. But, owing to the fact that, in the given set of circumstances of the present case, since, the Corporate Debtors have not submitted any proposal or a viable repayment plan for the debts, before the Resolution Professional as per Chapter III. Hence, in the absence of there being any viable Resolution Plan, being submitted by the Personal Guarantors, there was no occasion for the Ld. Adjudicating Authority to consider the Repayment Plan and determines either acceptance or rejection of the Repayment Plan on the basis of the report of Resolution Professional, on the plan of Personal Guarantors or on the basis of the decision taken in the meeting as contemplated under Section 112 of the Code.
24. Admittedly, after exhaustion of the aforesaid process, the Ld. Adjudicating Authority had taken a decision by passing of an order under Section 114 sub- section (1), but, passing of an order under Section 114 sub-section (1) on 28.08.2025 on the basis of the report supplied to the Ld. Adjudicating Authority as per Section 112(1) of the Code. The order passed under Section 114(1) of the Code by the Ld. Adjudicating Authority is an order having an authoritative impact on the proceedings as per Chapter III and IV of the Code and process would be guided by the orders passed under Section 114(1) of the Code. Because, it engages a consideration of adjudication on the aspect of plan. Comp App (AT) (CH) (Ins) Nos.116, 117, 118 & 119/2026 Page 11 of 23
25. The said decision taken on the repayment plan, which was never submitted by the Appellants on the proposal of the repayment plan which was invited as per Section 105 of the Code, it was expected to be submitted by the Personal Guarantors, who would be falling amongst class of Debtor, having liability to pay the debt, but, in the absence of any viable repayment plan having been submitted by the Appellant i.e. the Personal Guarantors, the Ld. Adjudicating Authority has no other option except to proceed by passing of an order dated 28.08.2025, issuing directions for the purposes to facilitate to proceed further under Section 121 of the Code, for drawing a Bankruptcy proceedings and appointment of the Bankruptcy Trustee. The reason being that the Creditor could avail an opportunity to move an application under Section 121 of the Code to initiate Bankruptcy proceedings, flowing from the implications of provisions of Section 115(2) of the Code. Relevant provision of Section 115(2) is extracted hereunder:
``Section 115(2):
(2) Where the Adjudicating Authority rejects the repayment plan under section 114, the debtor and the creditors shall be entitled to file an application for bankruptcy under Chapter IV.''
26. The order passed on the Section 114 takes a shape of being an adjudication on the plan based upon the decision taken by the Creditors on the report as per Section 112 of the Code, resulting into the consequences contemplated under Section 115(2) of the Code.
Comp App (AT) (CH) (Ins) Nos.116, 117, 118 & 119/2026 Page 12 of 23
27. If an order is passed under sub-section (1) of Section 114, obviously it's the proceedings as against the Personal Guarantors too which would effect them, on which the decision has been taken and if at all, the acceptance or rejection of the Plan by the Ld. Adjudicating Authority under Section 114(1) of the Code, which is based upon the report is decided by the Ld. Adjudicating Authority by an order passed under Section 114, since being an adjudication, it ought to have been challenged by the Appellants, before an appropriate available Forum, as the order of the Ld. Adjudicating Authority dated 28.08.2025 under Section 114(1) of the Code, contained the conditions for the modalities to be adopted, for the purposes of implementation of the repayment plan or the decision taken by the Committee of Creditors in its meeting under Section 112 of the Code.
28. Admittedly, the proceedings upto Section 114(1) of the Code has already been exhausted without a challenge to it and later thereto, the consequences upon the plan having been taken into consideration by the Ld. Adjudicating Authority in a proceedings under Section 114 (1) of the Code is followed by the proceedings which are held by the Ld. Adjudicating Authority under Section 115, which intends to ensure implementation of the approved Resolution Plan, that has to take effect as if the Debtors and the Creditors, as mentioned in the repayment plan would be bound by the decision taken under Section 114 and consequentially the order passed under Section 114 as directed to be affirmed and acted upon in a proceedings under Section 115 of the Code was required to be placed before the Board for its recording an entry in the Register referred to under Section 196. Comp App (AT) (CH) (Ins) Nos.116, 117, 118 & 119/2026 Page 13 of 23
Thus, the order dated 28.08.2025 had opened the proceedings prescribed under Section 115(2) of the Code, as against the Personal Guarantors.
29. Meaning thereby, in view of what has been asserted by us in the preceding paragraph, the meeting of the Creditors has been conducted and the decision under Section 114 has already been taken place, which remained unchallenged, it would be a decision having an adjudicatory feature, and if at all, the Appellant was having any grievances as against the decision taken under Section 114 of the Code, resulting to a consequence under Section 115(2) of the Code, it was all the more necessary that the Appellants ought to have put a challenge to the said order, by filing of an appropriate proceedings as available to them before the competent forum.
30. It is an admitted case of the Appellant and his Counsel too, that the order of 28.08.2025 as passed under sub-section (1) of Section 114 has attained finality and thus the consequences flowing from Section 115 onwards, leading to filing of an application under Section 121, by the Creditor was quite logical and consequential too, for the purposes of initiation of the proceedings of the Bankruptcy under Section 121 of the Code.
31. Accordingly, the Ld. Tribunal by the impugned order, proceeded to pass an order of appointing the Bankruptcy Trustee, namely the proposed Insolvency Professional Mr. Jasin Jose, who was to act as a Bankruptcy Trustee and a Comp App (AT) (CH) (Ins) Nos.116, 117, 118 & 119/2026 Page 14 of 23 declaration to the said effect was also given by the Resolution Professional in Part IV of the Petition.
32. Subsequent actions, which are being followed thereafter by the Bankruptcy Trustee were in consonance to the decision taken by the Ld. Tribunal as impugned in the instant Company Appeal.
33. The Ld. Counsel for the Appellants while pressing his Company Appeals, has submitted that the order of the Bankruptcy as passed on an application preferred by the Creditors under Section 121 of the Code, would be too harsh a proceedings to be drawn against the Personal Guarantors i.e. the Appellants herein, and it ought to be deferred for the reason being that, according to the grounds carved out in the Memorandum of Appeal, the Appellant had come with the case that, upon submission of an application under Section 121 of the Code, they ought to have been noticed, and in the absence they being given a sufficient opportunity of being heard, the proceedings would be vitiated in the eyes of law, and in relation thereto, the Ld. Counsel for the Appellant, had substantiate his grounds in the light of the provisions contained under Rule 37 of the NCLT Rules, 2016, which contemplates issuance of a prior notice of Show Cause on a Petition, which is moved before the Ld. Adjudicating Authority and if that has not been done, the Appellant contends that the action taken would be in violation of the provisions contained under sub-section (1) of Section 420 of the Companies Act. Comp App (AT) (CH) (Ins) Nos.116, 117, 118 & 119/2026 Page 15 of 23
34. The Ld. Tribunal while considering the aforesaid grounds had come to the conclusion that in the absence of the Appellant having given a challenge to the order of 28.08.2025 which attaches finality to the necessity of initiation of the Bankruptcy proceedings, issuance of a notice for the proceedings under Section 121 of the Code, may not have a very fatal bearing particularly when the Appellants themselves have submitted to the process contemplated under Section 114(1) of the I & B Code, 2016, by accepting and the process upto that stage, as rest of the proceedings would be consequential only.
35. The procedure for regulating the proceedings under Section 121 of the Code, for the purposes of initiation of the Bankruptcy process, on an application preferred by the Creditor, it prescribes that, for justifying the necessity of a Bankruptcy proceedings when there happens to be a prior order under sub-section (1) of Section 114, which admittedly had already been rendered by the Ld. Adjudicating Authority on 28.08.2025 and which has attained finality, that would suffice as the Bankruptcy itself has its logical consequents, rather, it's a conformity to the proceedings after passing of the order under Section 114 due to the intendment of law as prescribed under Section 115 of the Code.
36. So far as the parameters contemplated under Section 121 for satisfying the pre-conditions for filing of a proceedings of Bankruptcy under Section 121 that already stood satisfied owing to the finding, that has been recorded by the Ld. Adjudicating Authority while passing the impugned order, we are of the view Comp App (AT) (CH) (Ins) Nos.116, 117, 118 & 119/2026 Page 16 of 23 that, when the Appellants had permitted the exhaustion of the proceedings under Section 114(1) of the Code, they would be deemed to have acknowledged its consequences, waiver to challenge order u/s. 114 would amount to acceptance of subsequent proceedings, where providing of an opportunity would override the effect of non-challenge to the order dated 28.08.2025.
37. Subsequent thereto, how the application preferred by the Creditor under Section 121, is to be proceeded is contemplated under Section 123 of the I & B Code, 2016, which reads as under:
``123. Application by creditor.--(1) The application for bankruptcy by the creditor shall be accompanied by--
(a) the records of insolvency resolution process undertaken under Chapter III;
b) a copy of the order passed by the Adjudicating Authority under Chapter III permitting the creditor to apply for bankruptcy;
(c) details of the debts owed by the debtor to the creditor as on the date of the application for bankruptcy; and
(d) such other information as may be prescribed.
(2) An application under sub-section (1) made in respect of a debt which is secured, shall be accompanied with--
(a) a statement by the creditor having the right to enforce the security that he shall, in the event of a bankruptcy order being made, give up his security for the benefit of all the creditors of the bankrupt; or
(b) a statement by the creditor stating--
(i) that the application for bankruptcy is only in respect of the unsecured part of the debt; and Comp App (AT) (CH) (Ins) Nos.116, 117, 118 & 119/2026 Page 17 of 23
(ii) an estimated value of the unsecured part of the debt. (3) If a secured creditor makes an application for bankruptcy and submits a statement under clause (b) of sub-section (2), the secured and unsecured parts of the debt shall be treated as separate debts. (4) The creditor may propose an insolvency professional as the bankruptcy trustee in the application for bankruptcy. (5) An application for bankruptcy under sub-section (1), in case of a deceased debtor, may be filed against his legal representatives. (6) The application for bankruptcy shall be in such form and manner and accompanied by such fee as may be prescribed.
(7) An application for bankruptcy by the creditor shall not be withdrawn without the permission of the Adjudicating Authority.''
38. If we scrutinize the provisions contained under Section 123 where the Bankruptcy process is intended to be initiated on an application preferred by the Creditor under Section 121 and Section 123 in itself does not at any stage contemplates any specific provision upto the stage of Section 126 of the Code of passing of the Bankruptcy order, of necessity to adhere to the principles of natural justice, and it was quite justified to because the necessity of adherence of the principle of natural justice as it has been contemplated to have been argued by the Ld. Counsel for the Appellant in the light of the provisions contained under Rule 37 to be read with Section 420 of the Companies Act, that will not be available in the given set of circumstances and that too, when the proceedings have reached at a very matured stage of considering of an application under Section 121 of the Code after exhaustion of the process of Chapter III particularly as prescribed under Section 114(1) of the Code, particularly, herein when the Comp App (AT) (CH) (Ins) Nos.116, 117, 118 & 119/2026 Page 18 of 23 initiation of Bankruptcy proceedings is on the basis of order under Section 115(2) of the Code, taken as the foundation to entertain application of Bankruptcy of the Creditor under Section 121(1)(b) of the Code. Because, all the pre-factors required to be gone into were already tested till passing the order under Section 115(2) of the Code. Particularly, when the Appellant upto this stage has not shown any inclination to avail any opportunity, or to challenge the order which is the basis of institution of 121(1)(b) application.
39. The provisions contained under Rule 37 of the NCLT Rules, 2016, is taken into consideration, it contemplates the issuance of notice to the Respondents as against the Application or a Petition on the date of hearing, which has to be in the shape of a Format of NCLT 5.
40. If the prescribed format of NCLT 5 is taken into consideration, it's a format of issuance of notice in the regular proceedings, which are being carried before the Ld. Tribunal in its normal day-to-day course of business and not for the purposes like that of the proceedings of Bankruptcy, which already stands initiated only after exhaustion of all the processes when the Personal Guarantor has failed to submit the repayment plan and where the Tribunal had previously applied its mind while resorting to the procedure for consideration to initiate Bankruptcy proceedings, and had no other option except to, pass an order on 28.08.2025. Hence, specific Show Cause Notice as contemplated under Form NCLT 5 as provided under Rule 37 of the NCLT Rules, 2016, was not mandatory, Comp App (AT) (CH) (Ins) Nos.116, 117, 118 & 119/2026 Page 19 of 23 even it would be an abuse as it would be rejunation of proceedings for the Appellant which they have otherwise accepted by acceptance of the order dated 28.08.2025, which is not the intention of law at any stage after the stage of Section 115(2) to be read with Section 121(1)(b) of the Code.
41. Another question which has been argued by the Ld. Counsel for the Appellant and as pleaded too, is in the light of the provisions contained under Section 420 of the Companies Act and particularly, he has made reference to sub-section (1) of Section 420 of the Companies Act, which contemplates of providing of effective opportunity of hearing before passing any order.
42. In fact, we are of the view, that till the order dated 28.08.2025 subsists, in the eyes of law as it remained unchallenged by the Appellants, subsequent holding of the proceedings under Section 121 of the Code, which is to be read with Section 123 is nothing but, a mischievous act of processing the Bankruptcy proceedings which falls due to its natural and legal corollary, in the light of the necessities contemplated under Section 123 of the Code, and in those circumstances, the objective as contemplated under sub-section (1) of Section 420 may not be attracted, which only intends to that where there is an inception of a proceedings at that stage, before it is given a finality and ample of opportunity of hearing ought to have been provided. The provision does not provide an opportunity which it is trying to be availed after snapping the proceedings already Comp App (AT) (CH) (Ins) Nos.116, 117, 118 & 119/2026 Page 20 of 23 undertaken, which remained uncontested by the Appellants, and subsequent orders are consequential only.
43. In the instant case, when the proceedings where drawn under Section 95 of the Code, all the process right from the stage under Section 96, then upto the stage of Section 99, and henceforth, were complied with till ultimately the order was passed under sub-section (1) of Section 114. It's long stages of proceedings which had already undertaken with the knowledge of the Appellant, and now they cannot derive benefit of their own act of waiver to contest and challenge the prior proceedings.
44. In that eventuality, this limited ground, which has been agitated by the Ld. Counsel for the Appellant alleging to bring the decision within the ambit of Article 14 of the Constitution of India, contending thereof that the orders suffer from the principles of Audi Alteram Partem, may not be attracted for the reason being that, when he puts the challenge to the impugned order of 14.01.2026, which is of a consequential nature only, owing to the earlier proceedings.
45. In the instant Company Appeal, the entire Company Appeal is absolutely silent with regards to the propriety of the order dated 28.08.2025, as passed in the proceedings under sub-section (1) of Section 114 of the Code, no ground has been taken by Appellant questioning the propriety of this order.
46. If that be the situation, the grounds those have been raised by the Appellant in the context under Rule 37 of the NCLT Rules, 2016 and sub-section(1) of Comp App (AT) (CH) (Ins) Nos.116, 117, 118 & 119/2026 Page 21 of 23 Section 420 of the Companies Act or in the context of the provisions contained under Article 14 of the Constitution of India, will not be available to the Appellant, as he would be bound by the principles of waiver and their own conduct, since having not questioned the order dated 28.08.2025 nor even having asserted anything or pressed any arguments or grounds as against the order of 28.08.2025 even in the instant Company Appeal.
47. Since, as we have already observed that since the consequential order of Bankruptcy is a natural corollary, which has to be followed, subsequent to the order passed under sub-section (2) of Section 114, the argument as extended by the Ld. Counsel for the Appellant may not be acceptable.
48. Hence, they are turned down as the Appellant would be bound by the consequences, which will automatically flow from the order dated 28.08.2025 as passed in the proceedings under sub-section (1) of Section 114, due to the impact of the provisions contained under Section 115 of the Code, falling within Section 121(1)(b) of the Code.
49. Thus, the Company Appeal (AT) (CH) (INS) No. 116 / 2026 lacks merit and the same is accordingly dismissed.
50. For the aforesaid reasons, all the above referred Company Appeals being Company Appeal (AT) (CH) (INS) No. 117 / 2026; Company Appeal (AT) (CH) (INS) No. 118 / 2026 & Company Appeal (AT) (CH) (INS) No. 119 / 2026 would Comp App (AT) (CH) (Ins) Nos.116, 117, 118 & 119/2026 Page 22 of 23 too stand dismissed. All connected pending Interlocutory Applications, if any, will stand closed.
[Justice Sharad Kumar Sharma] Member (Judicial) [Jatindranath Swain] Member (Technical) SR/MS/AK Comp App (AT) (CH) (Ins) Nos.116, 117, 118 & 119/2026 Page 23 of 23