Case Citation: (2025) ibclaw.

in 275 NCLT

IN THE NATIONAL COMPANY LAW TRIBUNAL

ALLAHABAD BENCH, PRAYAGRAJ
___________________________________________________________
IA NO.27/2025 IN CP(IB) No.330/ALD/2018
(An application filed under Section 60(5) of the Insolvency and
Bankruptcy Code, 2016 read with Rule 11 of the NCLT Rules,
2016).

IN THE MATTER OF:

Sunil Kumar Sharma
Suspended Board of Director
Of Jaiprakash Associates Limited.
Registered office at E-9/14, Vasant Vihar, New Delhi-110057

..........Applicant
Versus
Mr. Bhuvan Madan,
Resolution Professional
For Jaiprakash Associate Limited
Registered office at:
A-103, Ashok Vihar, Phase-III (Behind Laxmi Bai College)
New Delhi-110052
………. Respondent No. 1
State Bank of India
Registered office at:
C-Block, 11 Parliament Street, New Delhi-110001
……..Respondent No. 2
ICICI Bank Limited
Registered office at:
Near Chakli Circle, Old Padra Road,
Vadodara, Gujarat-390007.
……. Respondent No. 3

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IDBI Bank Limited

Registered Office at:
IDBI Tower, WTC Complex, Cuffe Parade,
Colaba, Mumbai-400005
……Respondent No. 4
LIC of India
Registered Office at:
Jeevan Bharati, Tower II, 124,
Connaught Circus, New Delhi-110001
….. Respondent No. 5
Canara Bank
Registered Office at:
T.S. No. 81-1 of 15th Wardlight House Hill Mangalore,
Mangalore, Karnataka - 000000.
… Respondent No. 6
AXIS Bank Limited
Registered Office at:
Rishul 3rd Floor opp. Samartheshwar Temple Law Garden
Ellisbridge Ahmedabad, Gujarat - 380006.
… Respondent No. 7
Bank of Maharashtra
Registered Office at:
Lokmangal, 1501, Shivaji Nagar, Pune – 411005
…..Respondent no. 8
IFCI Limited
Registered Office at:
IFCI Tower, 61 Nehru Place, New Delhi-110 019
… Respondent no. 9
UCO Bank
Registered Office at:
10, BTM Sarani, Kolkata West Bengal - 700001
… Respondent No. 10

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Punjab National Bank

Registered Office at:
Plot No, 4, 205 Delhi RD, Sector 10 Dwarka,
Delhi - 110075
… Respondent No. 11
Asset Care & Reconstruction Enterprise Limited
Registered Office at:
2nd Floor, Mohandev Building 13, Tolstoy Marg,
New Delhi - 110001.
… Respondent No. 12
South Indian Bank
Registered Office at:
D-2, Jhandewalan Extension, Type 4, Block B,
Aram Bagh, Jhandewalan, New Delhi- 110055
… Respondent No. 13
Punjab and Sind Bank
Registered Office at:
4th Floor, Psb Building, T Sohanlal Marg,
Rajendra Place, Near IMLY Restaurant, New Delhi- 110008
… Respondent No. 14
Jammu & Kashmir Bank Ltd.
Registered office at:
M. A. Road, Srinagar, Kashmir – 190001
… Respondent No. 15
Asset Reconstruction Company (India) Limited
Registered office at:
10th Floor, the Ruby, 29, Senapati Bapat Marg,
Dadar West, Mumbai – 400028
… Respondent No. 16

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Export- Import Bank of India (Exim Bank)

Registered office at:
Centre One Building, Floor 21, World Trade Centre Complex,
Cuffe Parade, Mumbai-400 005.
… Respondent No. 17
Bank of India
Registered office at:
Star House, C-5 G Block,
Bandra Kurla Complex, Mumbai-400 051
… Respondent No. 18
Indian Overseas Bank
Registered office at:
763 Anna Salai, Chennai-600002
…. Respondent No. 19
Small Industries Developmental Bank of India (SIDBI)
Registered office at:
SIDBI Tower, 15, Ashok Marg, Lucknow-226001
… Respondent No. 20
Indian Bank
Registered office at:
A-2, First Floor, Ring Rd, Block C,
South Extension I, New Delhi- 110049
… RESPONDENT NO. 21
Standard Chartered Bank
Registered office at:
B-68, Block B, Greater Kailash-I,
Greater Kailash, New Delhi - 110048
… Respondent No. 22
Bank of Baroda
Registered office at:
Baroda House, Near Mandvi, P.B. No. 506, Vadodra – 390005.
… Respondent No. 23

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The Karur Vysya Bank

Registered office at:
No. 20, Erode Road, Vadivel Nagar,
L.N.S., Karur - 639002.
… Respondent No. 24
Indusind Bank Limited
Registered office at:
8th Floor, Tower 1, One Indbls CTR,
841, Senapati Bapat Marg, Elphinstn RD(W),
Mumbai – 400013.
… Respondent No. 25
Union Bank of India (E-Corporation Bank)
Registered office at:
Union Bank Bhavan, 239, Vidhan Bhavan Marg,
Nariman Point, Mumbai - 400 021
…Respondent No. 26
Central Bank of India
Registered office at: Chandermukhi BLDG.,
Nariman Point, Mumbai – 400 021
… Respondent No. 27
SREI Equipment Finance Limited
Registered office at:
Vishwakarma 86C, Topsia Road (South), Kolkata - 700046
… Respondent No. 28
YES Bank Limited
Registered office at:
9th Floor, Nehru Centre, Discovery of India,
Dr. Annie Besant Road, Worli, Mumbai - 400018.
… Respondent No. 29

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DBS Bank India Ltd.

Registered office at:
Ground Floor Nos. 11 & 12, Capitol Point, Baba Kharak Singh
Marg, Connaught Place, Delhi - 110001.
… Respondent No. 30
Bank of New York Mellon
Registered office at:
Unit 1, First Floor, First International Financial Center (FIFC)
Plot Nos. C-54 & C-55, G Block Bandra Kurla Complex,
Bandra East Mumbai - 400051
… Respondent No. 31
AND IN THE MATTER OF:
ICICI Bank Limited
……. Financial Creditor
Vs.
Jaiprakash Associates Limited
……. Corporate Debtor

Order Pronounced on: 06.03.2025

CORAM:

Sh. Praveen Gupta : Member (Judicial)

Sh. Ashish Verma : Member (Technical)

Appearances:

Sh. Abhishek Anand with : For the Applicant

Sh. Karan Kohli, Sh. Manni
Sethi & Ms. Palak Kalra,
Advs.

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Sh. Abhinav Vashisht Sr. : For the Resolution

Adv. Assisted By Ms. Gunjan Professional/Respondent
Jadwani, Sh. Anoop Rawat,
Sh. Sagar Dhawan,
Sh. Aditya Marwah &
Ms. Anushri Joshi, Advs.

ORDER

1. This application has been filed by the Applicant being one

of the Suspended Board of Director and Personal

Guarantor of the Corporate Debtor under Section 60(5) of

Insolvency and Bankruptcy Code, 2016 (“Code/IBC”)

read with Rule 11 of the National Company Law Tribunal

Rules, 2016. The following prayer has been made in the

application:

“In view of the facts and circumstances and the

submissions made in the present application, the
Applicant most humbly prays that this Hon’ble
Adjudicating Authority may be pleased to grant
the following relief(s):
I. Allow the present Application;
II. Kindly quash and set aside the Agenda Items 7
& 8 in the meeting and E-Voting Agenda Item No.
4 and consequential resolution passed by the
Committee of Creditors with 81.80% voting
share in the 7th meeting of the Committee of

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Creditors convened on 19.12.2024 being in

contravention to the provisions of the Code and
Regulations made thereunder;
III. During the pendency of the present application
kindly issue an ex-parte ad-interim stay on
issuance of FORM — G as resolved by the
Committee of Creditors with 81.80% voting
share in the 7th meeting of the Committee of
Creditors convened by Resolution Professional
on 19.12.2024 being in contravention to the
provisions of the Code and Regulations made
thereunder;
IV. Consequentially, issue appropriate directions to
the Respondents to follow the mandate of
Regulation 36B(6A) of the CIRP Regulations as
required;
V. Pass any other order(s) as this Hon’ble Tribunal
may deem fit and proper in the facts and
circumstances of the case.”
2. This matter earlier came up for hearing on 10.01.2025

when a notice was issued to the non-Applicant/

Respondents and the Ld. Counsel representing the RP

had put in an appearance and sought time to file a reply

by serving an advance copy to the other side.

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3. The matter further came up for hearing on 24.01.2025 on

which date the following order was passed:

2. Ld. Counsel representing the Applicant states that

as per the provisions of Regulation 36B(6A) of the
CIRP Regulations, the following mandate has been
cast for being adhered to by the RP for the purpose
of considering the Resolution Plan and invitation
for expression of interest are to be made as per the
provisions of 36A of the Regulations, 2016 by
issuing Form G.
36B(6A) of the CIRP Regulations, 2016
“If the resolution professional, does not receive a
resolution plan in response to the request under
this regulation, he may, with the approval of the
committee, issue request for resolution plan for
sale of one or more of assets of the corporate
debtor.”
3. Ld. Counsel representing the Applicant takes us to
the minutes of the COC meeting held on 19th
December, 2024 vide Agenda Item No.7 to discuss
the strategy for marketing of the assets of the
Corporate Debtor in accordance with Regulation
36A of the CIRP Regulations. The relevant extract
of the said discussion is at Page No.138 and the
same is reproduced hereunder:

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Agenda 07: To discuss the strategy for marketing

of the assets of the Corporate Debtor in accordance
with Regulation 36B of the CIRP Regulations.
In the 2nd CoC meeting held on 30th July 2024, the
RP had apprised that to ensure wider marketing
reach out and value maximization of the Corporate
Debtor, Expression of Interest (EOI) may be invited
for either the Corporate Debtor as a whole or for
any one or more business clusters, as deliberated
and approved by the CoC. Accordingly, the RP
proposed 8 business clusters to the CoC. Post the
2nd CoC meeting, the RP and his team have had
multiple discussions with the key lenders and
with other stakeholders including the
management of the Corporate Debtor to develop
the approach and marketing strategy for the
resolution process and inviting EOIs from
prospective bidders.
Basis such discussions, it emerged that in order to
increase the chances of having a time-bound
resolution and maximizing the value of the
Corporate Debtor, it would be beneficial to run a
simultaneous process of inviting EOIs for (i)
submission of resolution plans for the Corporate
Debtor as a whole as a going concern and (ii)
submission of resolution plans for one or more
clusters to be subsequently stitched together to
achieve composite resolution for the Corporate
Debtor as a whole as a going concern, while
ensuring that preference is given to the resolution
plans received for the Corporate Debtor as a whole
as a going concern.
4. Ld. Counsel representing the Applicant further
submits that since, in accordance with the
mandate of the provisions of 36B(6A) of the

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Regulations, 2016, the RP was bound to follow the

steps enumerated therein, and therefore, since the
steps provided under the Code were not being
followed, therefore a communication was made on
19th December, 2024 addressed to the RP for
adhering to the aforesaid provisions of the
Regulations.
5. Ld. Counsel representing the RP seeks yet another
opportunity to file the reply.
6. Since, as per the aforesaid provisions of the
Regulations, the RP is expected to strictly adhere
to the provisions of the 2016 Regulations, let a
short affidavit be also filed in the meantime, so as
to clarify about the compliances being made by
him strictly under the Regulation 36B(6A) of CIRP
Regulation.
7. Let the short affidavit be filed within a period of
one week with advance copy to be supplied to the
Ld. Counsel representing the Applicant. Reply, if
any, also in the meantime be filed.
8. The matter is adjourned for further hearing on 5th
February, 2025, to come up higher on the Board.”
4. The matter further came up for hearing on 05.03.2025. It

was submitted by the Ld. Counsel representing the RP

that a reply on behalf of the RP has been filed vide Diary

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No.354 dated 03.03.2025. Similarly, the Ld. Counsel, Ms.

Srideepa Bhattacharyya had put in an appearance on

behalf of the CoC and stated that the reply on behalf of

the CoC has also been filed vide Diary No.358 dated

03.03.2025.

5. Therefore, after hearing the matter at length on behalf of

the respective parties, the matter had been reserved.

6. The present application as aforesaid has been filed inter

alia seeking the prayers reproduced earlier. It has been

averred in the application as well as submitted by the Ld.

Counsel representing the Applicant, during the course of

hearing, that the CIRP was initiated against the Corporate

Debtor in terms of an order dated 03.06.2024 passed by

this Adjudicating Authority. Thereafter, the order of

initiating the CIRP against the Corporate Debtor was

challenged by the present Applicant before the Hon’ble

NCLAT by way of a Company Appeal No.1158-1162 of

2024 filed on 05.06.2024. The relevant excerpt of the

application is reproduced below:

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“9. That the Applicant herein being aggrieved by

the order passed by this Hon’ble Adjudicating

Authority initiating the CIRP qua the Corporate

Debtor preferred an appeal bearing No. Company

Appeal (AT) (Ins.) No. 1158-1162 of 2024 titled as

Sunil Kumar Sharma Suspended Board Of

Director Of Jaiprakash Associates Limited Vs

ICICI Bank Ltd & Anr. (hereinafter referred to as

“Appeal”) on 05.06.2024.

7. Subsequently, Respondent No.1 convened a 2nd CoC

meeting on 30.07.2024 and as per Agenda Item No.8, the

strategy for inviting an Expression of Interest (“EOI”) for

resolution of the Corporate Debtor had been worked out

and two options had been provided at the threshold itself

which has been mentioned in the application as

reproduced below:

“11. That the Respondent No. 1 convened 2nd CoC

meeting qua the Corporate Debtor on 30.07.2024
wherein, Agenda Item No. 8 specifically aimed at
discussing the eligibility criteria for submission of
Expressions of Interest (hereinafter referred to as

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“EOI”) and approving the EOI document. During

the meeting, the Respondent No. 1 apprised the
members of the CoC regarding the strategies
under consideration for marketing the Corporate
Debtor and achieving a successful resolution. Two
primary options were presented:

• Option 1: Submission of EOIs for the Corporate

Debtor as a whole, including its investments and
shareholding interest in its associates and
subsidiaries.

• Option 2: Submission of EOIs for one or more

clusters of the Corporate Debtor, with the
Chairperson, in consultation with and with prior
approval of the CoC, having categorized the
Corporate Debtor's business operations into eight
distinct clusters based on the complexity and scale
of operations of Jaiprakash Associates Limited.
The clusters were delineated as follows:

 Cluster 1: Real Estate

 Cluster 2: Investment in Jaiprakash Power
Ventures (24%)
 Cluster 3: Cement
 Cluster 4: Hospitality
 Cluster 5: Investment in BJCL (74%)
 Cluster 6: Jaypee Fertilizers & Industries

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 Cluster 7: Cricket Stadium & F1 Racetrack

 Cluster 8: EPC & Residual Entity
”
8. It has also been averred and submitted on behalf of the

Applicant that while the matter was pending before the

Hon’ble NCLAT in an appeal challenging the order

initiating the CIRP of the Corporate Debtor, the Ld.

Counsel representing the Financial Creditor submitted

that the relevant Agenda Items related to the publication

of Form G have been deleted from the discussions held

during the meeting of the CoC convened on 30.08.2024.

It is relevant to reproduce the Agenda Item No.8 of the

said CoC meeting as under:

“Agenda Item No.8 To discuss the eligibility criteria for

Expression of Interest (EoI) and approve the EoI
document: The Chairperson apprised the members of
the CoC that for marketing the company and
successful resolution of the Corporate Debtor the
following two options are being considered: Option 1:
Submission of EOI for the Corporate Debtor as a whole
(including its investments and shareholding interest in
its associates and subsidiaries) Option 2: Submission
of EOI for one or more Clusters of the Corporate Debtor-

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Having regard to the complexity and scale of

operations of Jaiprakash Associates Limited, the
Chairperson and, in consultation with and prior
approval of the CoC of JAL, categorized the business
of the Corporate Debtor in 8 clusters (“Cluster(s))”.
 Cluster 1: Real Estate
 Cluster 2: Investment in Jaiprakash Power Ventures
(24%)
 Cluster 3: Cement
 Cluster 4: Hospitality
 Cluster 5: Investment in BJCL(74%)
 Cluster 6: Jaypee Fertilizers & Industries
 Cluster 7: Cricket Stadium & F1 Racetrack
 Cluster 8: EPC & Residual Entity Further, the details
of the proposed financial eligibility criteria for Corporate
Debtor as a whole and Cluster wise was discussed in
detail with the members of the CoC.

9. The factum of the statement so made on behalf of the

Financial Creditor namely, ICICI Bank has been recorded

in the order dated 29.08.2024 passed by the Hon’ble

NCLAT which is placed at Page No.93 of the paper book.

However, later on, the appeal filed by the present

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applicant before the Hon’ble NCLAT was dismissed in

terms of an order dated 06.12.2024.

10. Further another meeting of the CoC was convened on

19.12.2024 to discuss the strategy for marketing the

assets of the Corporate Debtor in accordance with the

Regulation 36B of the IBBI (Insolvency Resolution Process

for Corporate Persons) Regulations, 2016 (“CIRP

Regulations”). In the said meeting, it was discussed that

the marketing strategy of the Corporate Debtor has been

prepared in compliance with Regulation 36C of the CIRP

Regulations and 8 business clusters had been proposed

for inviting Expression of Interest by way of two options

i.e. one for inviting Expression of Interest and

consequential invitation of Resolution Plans of the

Corporate Debtor as a whole as a going concern and as

per option two for inviting the Expression of Interest and

consequential invitation of Resolution Plans with respect

to the 8 business clusters of the Corporate Debtor.

11. The Ld. Counsel representing the Applicant while arguing

the matter has taken us through deliberations which

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have taken place in the 7th CoC meeting held on

19.12.2024. The copy of said minutes has been placed as

Annexure No. A3 starting from Page No.99 onwards of the

application. The Ld. Counsel representing the Applicant

has referred to Agenda Item No.7 starting from Page

No.137 onwards. He particularly refers to the relevant

para of the minutes where the discussions have taken

place giving alleged reasoning about straightway going in

for two options for inviting Expression of Interest for the

Corporate Debtor. The relevant part of the minutes of the

7th CoC meeting reads as under:

“Basis such discussions, it emerged that in order

to increase the chances of having a time-bound
resolution and maximizing the value of the
Corporate Debtor, it would be beneficial to run a
simultaneous process of inviting EOIs for (i)
submission of resolution plans for the Corporate
Debtor as a whole as a going concern and (ii)
submission of resolution plans for one or more
clusters to be subsequently stitched together to
achieve composite resolution for the Corporate
Debtor as a whole as a going concern, while
ensuring that preference is given to the resolution

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plans received for the Corporate Debtor as a whole

as a going concern.
The RP sought views of the RP legal advisor on this

matter:

The RP legal advisor stated that the CIRP

regulation 36B requires plans to be invited for
resolution of the corporate debtor as a going
concern in the first instance; however, for
maximization of value and in consultation with the
members CoC the various business segments of
the corporate debtor can be considered and
segregated as business clusters for inviting
corresponding resolution plans. Option I would be
to invite resolution plans for the company as a
whole as a going concern. Under option II, there
will be various clusters/ combinations of clusters
comprising one or more business segments,
wherein, the CoC will have the flexibility to
consolidate the resolution plans received for these
clusters/ combination of clusters and integrate
them into one composite resolution plan to achieve
composite resolution for the Corporate Debtor as a
whole as a going concern. Both approaches will
aim to achieve the resolution of the corporate
debtor as a going concern.”

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12. The Ld. Counsel representing the Applicant further

submitted that during the course of the 7th CoC meeting,

wherein the Applicant was also present in his capacity as

the Suspended Director of the Corporate Debtor,

requested the RP to allow him to present his concerns

regarding the proposed strategy. It is stated by the Ld.

Counsel, that the Applicant during the meeting expressed

disagreement with the approach of simultaneously

inviting Resolution Plans for the Corporate Debtor as a

whole and on a business cluster-wise basis as his view

was that such approach may be contrary to the Code and

its Regulations. The relevant part of the minutes of the

meeting where the Applicant has made his observations

of disagreement is also reproduced below:

“Mr. Sunil Sharma, suspended director of the

Corporate Debtor, requested the RP to allow him to
present his concerns regarding the proposed
strategy. He stated that firstly as per his
understanding, the CoC will have to seek extension
of time and then EOI and resolution plans for the
company as a whole. He expressed disagreement
with the approach of simultaneously inviting

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resolution plans for the CD as a whole and on a

business, cluster-wise plans may be considered.
Additionally, Mr. Sharma emphasized that the
marketing of assets and the invitation for
Expressions of Interest are distinct activities and
should not be combined in a single CoC meeting /
single process. He further highlighted that, due to
the nature of the business, it may not be feasible for
the CD to provide sufficient details to separate
assets and liabilities for multiple clusters. Mr.
Sharma also raised concerns regarding the proposed
criteria for Earnest Money Deposit (EMD) and net
worth, stating that the amounts were low, which he
believed could impact the seriousness of potential
bidders. He further stated that in the event that the
CoC proceeds with the simultaneous approach, then
they reserve their right to seek legal remedies as
permissible under law. They also informed the
members that, during the course of the meeting, they
had submitted a letter expressing their views on the
proposed process (Annexed as Annexure 3)”.

13. Ld. Counsel representing the Applicant further stated

that a formal representation was also submitted by the

Applicant on 19.12.2024 itself, a copy thereof is also

attached as Annexure No. A4 on Page No.154 of the

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present paper book. The Ld. Counsel representing the

Applicant during the course of the hearing argued that

the approach being undertaken by the RP on the alleged

approval of the CoC for simultaneously inviting the

Expression of Interest and consequentially the Plans by

way of applying two options is contrary to the provisions

of the Code. He submits that the provisions of Section 25

of the Code provide the duties of the Resolution

Professional. Further, Clause (h) of Sub-Section (2) of

Section 25 thereof stipulates that the Resolution

Professional will invite Prospective Resolution Applicants

who fulfil such criteria as may be laid down by him with

the approval of committee of creditors, having regard to

the complexity and scale of operations of the business of

the corporate debtor and such other conditions as may

be specified by the Board, to submit a resolution plan or

plans. Also, as per Regulation 36A of IBBI Resolution

Process for Corporate Persons, 2016 (CIRP Regulations),

the Resolution Professional is required to publish for

inviting Expression of Interest in Form G which as per the

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provisions of sub-sections contained therein, result into

issuing a final list of the Prospective Resolution

Applicants as provided under Clause (12) of Regulation

36A of CIRP Regulations.

14. He further takes us to the provision of Regulation 36B

Clause (1) of the CIRP Regulations which states that the

Resolution Professional shall within 5 days of the date of

issue of the final list under the sub-Regulation (12) of

Regulation 36A issue the Information Memorandum,

Evaluation Matrix and a Request For Resolution Plans to

every Resolution Applicant mentioned in the final list.

According to the Ld. Counsel, representing the Applicant,

the Regulation 36A & B of the CIRP Regulations mandates

the RP to issue Form G and finalize the list of the

Prospective Resolution Applicant. He particularly refers to

the provision of the Regulation 36B (6A) of CIRP

Regulations to the effect that if the Resolution

Professional does not receive a Resolution Plan in

response to the request under this Regulation, he may be

with the approval of the committee of creditors issue

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request for Resolution Plan for sale of one or more of the

assets of the Corporate Debtor. He, therefore, submits

that inviting the Expression of Interest and subsequently

finalizing the list for inviting the Resolution Plan can only

be one step at a time i.e. if RP does not receive a

Resolution Plan then only he may go in for an invitation

of Resolution Plan for sale of one or more of the assets of

the Corporate Debtor.

15. According to Ld. Counsel, representing the Applicant,

therefore inviting an Expression of Interest and

consequently finalizing the list thereof to invite the

Resolution Plan and also, resorting to inviting the

Resolution Plan by way of sale of clusters of the business

of the Corporate Debtor is contrary to the provisions of

Regulation 36B (6A) of the CIRP Regulations. He,

therefore, submits that the procedure adopted by the

Resolution Professional by way of publication is in

violation of the provisions of the Code as well as the

Regulations framed thereunder. He relies upon various

judgments passed by Hon’ble Courts to the effect that if

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a statute provides for a thing to be done in a particular

manner then it has to be done in that manner alone and

in no other manner. The relevant excerpts of the

judgments relied upon are reproduced below:

“36. The Hon’ble Supreme Court has repeatedly

upheld this principle, In Opto Circuit India Ltd. vs Axis
Bank, AIR 2021 SC 75, it was held that; “This Court
has time and again emphasised that if a statute
provides for a thing to be done in a particular manner,
then it has to be done in that manner alone and in no
other manner…..

….in the case of Chandra Kishor Jha vs. Mahavir

Prasad and Ors. (1999) 8 SCC 266 and in the course
of consideration observed as hereunder: “It is a well
settled salutary principle that if a statute provides for
a thing to be done in a particular manner, then it has
to be done in that manner and in no other manner.”

37. Further, in the case of Selvi J.Jayalalithaa & Ors

vs State Of Karnataka, 2013 AIR SCW 5767 and
State of U.P. v. Singhara Singh, 1963 SCC OnLine SC
23, the Hon’ble Supreme Court of India held that: “8.
The rule adopted in Taylor v. Taylor is well recognised
and is founded on sound principle. Its result is that if
a statute has conferred a power to do an act and has

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laid down the method in which that power has to be

exercised, it necessarily prohibits the doing of the act
in any other manner than that which has been
prescribed.”

39. …..another judgment passed by the Hon’ble

Supreme Court in the case of Gujarat Urja Vikas
Nigam Ltd. v. Essar Power Ltd., (2008) 4 SCC 755,
wherein it has been held that: “35. It is well settled
that where a statute provides for a thing to be done
in a particular manner, then it has to be done in that
manner, and in no other manner.” ”

16. Ld. Counsel representing the Applicant has also made

submissions that the principle of the commercial wisdom

of the CoC has also to be seen in the context of the

provisions of the Code and no violation of the provisions

of the Code can be allowed under the garb of applying the

principles of commercial wisdom of CoC. He placed his

reliance on the case of M.K. Rajagopalan vs Dr. Periasamy

Palani Gounder and Anr, (2023) SCC OnLine SCC 574,

passed by the Hon’ble Supreme Court as follows:

“44.4. Although, the aspects aforesaid did not

form the part of consideration of CoC but, they
cannot be ignored merely with reference to the

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status assigned to the commercial wisdom of CoC.

The principles underlying the decisions of this
Court respecting the commercial wisdom of CoC
cannot be over-expanded to brush aside a
significant shortcoming in the decision making of
CoC when it had not duly taken note of the
operation of any provision of law for the time being
in force.”

Further, he also relied on the following judgments passed

by the Hon’ble NCLAT-: Moons Technologies Ltd. v. The
Administrator of Dewan Housing Finance Corporation Ltd,
2022 SCC OnLine NCLAT 834 and Jindal Power Ltd. Vs.
Dhiren Shantilal Shah RP of Tuticorin Coal Terminal Pvt.
Ltd. and Anr., Company Appeal (AT) (Insolvency) No. 1166-
1167 of 2023.

17. Ld. Sr. Counsel representing the RP, in its reply, argued

that the decision to go in for exercising two options to

invite Expression of Interest and consequential

submission of Resolution Plans from the Prospective

Resolution Applicants has been done in order to maximize

the value of the Corporate Debtor. He also refers to and

relies upon the 7th meeting of the CoC held on

19.12.2024, the relevant part of which has been

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reproduced in the earlier part of this order, and the same

is attached as Annexure on Page 138 of the paper book.

He submits that in order to maximize the value of the

Corporate Debtor simultaneously going in for two options

is beneficial as submission of the Resolution Plan for the

Corporate Debtor as a whole as a going concern is the

first option and also submission of the Resolution Plan

for one or more clusters shall be subsequently stitched

together to achieve composite resolution for the Corporate

Debtor as a whole as a going concern.

18. Ld. Sr. Counsel representing the RP therefore submits

that the aim of going in for both options is the same

namely, the resolution of the Corporate Debtor. Moreover,

even as per the second option, the Resolution Plans for

one or more clusters are to be stitched together to make

it a composite Resolution Plan for the Corporate Debtor.

He argued that the RP has invited the Expression of

Interest by simultaneously adopting two options as per

Regulation 36A of the CIRP Regulations and the

provisions of Regulation 36B of the CIRP Regulations

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would be applicable at the time wherein the Resolution

Plans have been invited and there are no Resolution Plans

received in response thereto. He submitted that the

Request for Resolution Plan (RFRP) is to be issued after

carrying out the present exercise and thereafter the

Prospective Resolution Applicant would be invited to

submit their Resolution Plans for consideration by the

CoC under the two options as published by the RP. He

also refers to Regulations 36 & 37 of the CIRP

Regulations.

19. According to the Ld. Sr. Counsel, Regulation 36C of the

CIRP Regulations provides a strategy for marketing the

assets of the Corporate Debtor in consultation with the

committee and as per Regulation 37 of the CIRP

Regulations, a Resolution Plan shall provide for the

ledgers as may be necessary for Corporate Insolvency

Resolution of the Corporate Debtor for maximization of

the value of the assets. Ld. Sr. Counsel has also referred

to the provisions of Section 5 (25) of the Code. As

submitted by him, according to Section 5 (25) of the Code,

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the Resolution Applicant can be an individual or jointly

with any other person who would submit the Plan to the

Resolution Professional pursuant to the invitation made

under Section 25(2)(h) of the Code. He, therefore submits

that a Resolution Plan can be submitted jointly with any

other person as a consortium of the Prospective

Resolution Applicants. He also further refers to Section

5(26) of the Code, which defines a Resolution Plan to

mean a Plan proposed by the Resolution Applicant of the

Corporate Debtor as a going concern.

20. Ld. Sr. Counsel representing the RP also submitted that

the present process of inviting Expression of Interest

simultaneously will also result in saving time and would

speed up the process of CIRP for the purpose of taking a

conclusive decision on the Resolution Plan. He refers to

and relies on the following judgements cited as follows:

“31. Moreover, the Hon'ble Supreme Court has

time and again reiterated the importance of a
timely resolution under the Code. In Kridhan
Infrastructure Pvt. Ltd. v. Venkestesan
Sankaranarayan & Ors., Civil Appeal No 3299 of

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2020 ,the Hon'ble Supreme Court has held that

"Time is a crucial facet of the scheme under the
IBC. To allow such proceedings to lapse into an
indefinite delay will plainly defeat the object of the
statute." The intent of the Code was also noted in
Innoventive Industries Ltd. v. ICICI Bank, (2018) 1
SCC 407 wherein the Hon'ble Supreme Court drew
reference to the Bankruptcy Law Reforms
Committee of November, 2015 and held that
"Speed is of essence for the working of the
bankruptcy code ... delays cause value
destruction. Thus, achieving a high recovery rate
is primarily about identifying and combating the
sources of delay.”

21. Ld. Sr. Counsel representing the RP has also raised

objections with regard to the locus standi of the Applicant

to challenge the process of inviting Expression of Interest

initiated by the RP.

22. Ld. Counsel representing the CoC has also endorsed the

submissions made by the Ld. Sr. Counsel representing

the RP by saying that simultaneously inviting Expression

of Interest for the various business clusters of the

Corporate Debtor is not in violation of any of the

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provisions of the Code and that the provisions of the Code

have been fully complied with. She also refers to some of

the judgments that inviting Expression of Interest and

consequential Resolution Plans for different business

clusters is not in violation of the provisions of the Code.

The various judgments relied and cited by the Ld.

Counsel of CoC are as follows: - Reserve Bank of India v.

Dewan Housing Finance Corporation Ltd., C.P. (IB) No.

F4258/MB/C-II/2019 passed by NCLT Mumbai Bench

vide order dated June 7, 2021, Nageswara Rao v.

Committee of Creditors, I.A. No. 2949 of 2023 in C.P. (IB)

No. 1231 of 2021 ("Reliance Capital") passed by NCLT

Mumbai Bench vide order dated February 27, 2024, M.K.

Rajagopalan v. Dr, Periasamy Palani Gounder 2023

SCCOnLine SC 574 passed by Hon’ble Supreme Court,

State Tax Officer (1) v. Rainbow Paper Limited 2022 SCC

OnLine SC 1162 passed by Hon’ble Supreme Court and

Brilliant Alloys v. S. Rajagopal 2018 SCCOnLine SC 3154

passed by Hon’ble Supreme Court.

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23. The Ld. Counsel representing the CoC further submitted

that the judgements as referred to and relied upon by the

Ld. Counsel representing the Applicant are irrelevant, as

the CoC in the present matter has acted in compliance of

the provisions of the Code and the CIRP Regulations.

24. Ld. Sr. Counsel representing the RP has also raised an

objection as to the maintainability of the present

application filed by the Ex-Director on the ground that

the Applicant does not have a locus standi. It is argued

by the Ld. Sr. Counsel, representing the RP, that the

Form G has been published giving two options and the

Ex-Director does not have any role in the context of

inviting Expression of Interest and consequential

Resolution Plan from the Prospective Resolution

Applicants. The said objection has been contested by the

Ld. Counsel representing the Applicant on the ground

that being the Director of Ex-management, he has

pervasive role in the manner in which the process of

publication of Form G for inviting the Expression of

Interest and consequential Resolution Plan from the

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Prospective Resolution Applicants, is done. He also

further submitted that during the course of 7th CoC

meeting held on 19.12.2024, the Applicant has shown his

disagreement to the proposal of the RP and its

consideration by the CoC for issuing two options at the

threshold to the Prospective Resolution Applicants being

in contravention of the provisions of the Code and its

Regulations made thereunder. He also further submitted

that even a written representation of the same date i.e.

19.12.2024 was also submitted before the RP. Despite

this, objection raised by him the Form G has been

published giving two options at the threshold to the

Prospective Resolution Applicants and this action

according to the Ld. Counsel representing the Applicant

is irrational and in violation of the provisions of the Code

and its Regulations. He also relied upon a judgement

passed by the Hon’ble Supreme Court in the case of the

Vijay Kumar Jain Vs. Standard Chartered Bank & Ors.

(CIVIL APPEAL NO.8430 OF 2018), which is reproduced

below :

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“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).”

25. The Ld. Counsel representing the Applicant submits that

the Hon’ble Supreme Court in the said judgement has

acknowledged the role of the Director of Ex-management

in the entire process.

26. We have examined this aspect and find that the Director

of Ex-management has been an integral part of the

process of the CIRP and is a member of the CoC having

no voting rights and is ceased of the process being

undertaken by the CoC. Therefore, on the disagreement

raised by him during the course of the 7th CoC meeting

having not been taken care of by the CoC in accordance

with the provisions of the Code and Regulations with

regard to carrying forward the process, the Applicant

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would be entitled to file and maintain the present

application. We therefore, uphold the maintainability of

the present application on the ground of the Applicant

having the locus standi in the present matter.

27. We have perused the record of the present matter and

heard the Ld. Counsels representing the parties as

referred to herein above.

28. In the present case a procedure has undoubtedly been

adopted by simultaneously exercising two options

namely, the inviting Expression of Interest and

consequential Resolution Plan with respect to the

Corporate Debtor as a whole as a going concern and the

second option for inviting the Expression of Interest and

the consequential Resolution Plan for different business

clusters of the Corporate Debtor. The business clusters

initially which were 8 in number had been further

increased to 12 by further segregating different

business/operations of the Corporate Debtor.

29. We are, therefore examining the aspect of sustainability

of such publication of Form G inviting Expression of

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Interest in terms of provisions of Section 25 (2)(h) read

with Regulations framed thereunder. Further, the validity

of such Form G simultaneously exercising two options

being legally valid or contravening the provisions of the

Code and the Regulations made thereunder in any

manner is also examined. In order to appreciate point at

issue, it would be relevant to reproduce some of the

provisions of the Code and the Regulations made

thereunder. Sections 5(25), 5(26), Section 25 (2)(1) & 25

(2)(h) of the Code are reproduced hereunder: -

“5(25) "resolution applicant" means a person, who

individually or jointly with any other person,
submits a resolution plan to the resolution
professional pursuant to the invitation made under
clause (h) of sub-section (2) of section 25 [or
pursuant to section 54K, as the case may be];

5(26) “Resolution plan” means a plan proposed by

3 [resolution applicant] for insolvency resolution of
the corporate debtor as a going concern in
accordance with Part II 4 [Explanation:- For removal
of doubts, it is hereby clarified that a resolution
plan may include provisions for the restructuring of

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the corporate debtor, including by way of merger,

amalgamation and demerger;]

25. Duties of resolution professional. –

(1) It shall be the duty of the resolution professional

to preserve and protect the assets of the corporate
debtor, including the continued business operations
of the corporate debtor.

(2) For the purposes of sub-section (1), the

resolution professional shall undertake the
following actions, namely: -

(h) Invite prospective resolution applicants, who

fulfil such criteria as may be laid down by him with
the approval of committee of creditors, having
regard to the complexity and scale of operations of
the business of the corporate debtor and such other
conditions as may be specified by the Board, to
submit a resolution plan or plans.”

30. From a reading of the aforesaid provisions, it may be seen

that Regulation 5(25) defines the Resolution Applicant

who can be an individual or can be as jointly with any

other person entitled to submit a Resolution Plan. There

is no quarrel concerning that a Resolution Plan can be

submitted either individually or by a combination or

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consortium of persons submitting a Resolution Plan with

respect to the Corporate Debtor. Further, Section 5 (26)

is more relevant in the context of defining a Resolution

Plan which would mean that a Plan proposed by a

Resolution Applicant for Corporate Insolvency Resolution

of the Corporate Debtor as a going concern. Therefore, the

emphasis upon the Resolution Plan is in the context of

the Corporate Debtor as a going concern and further, the

essence of the Code that when a CIRP is initiated against

the Corporate Debtor, the process needs to be initiated in

a manner so as to resolve the Corporate Debtor as a going

concern.

31. In that context, we further read sub-Section 25(2)(h) as

reproduced above which also unequivocally infers that

the RP has to preserve the assets of the Corporate Debtor

including the continued business of the Corporate Debtor

and invite Prospective Resolution Applicants to submit a

Resolution Plan or Plans who would fulfill such criteria as

may be laid down by him with the approval of the

committee of the Corporate Debtor having regard to the

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complexity and scale of operation of the business of the

Corporate Debtor. The reference of fulfilling such criteria

by the Prospective Resolution Applicants made in Section

25 (2)(h) is only in the context of laying down any such

criteria which a Prospective Resolution Applicant would

be required to fulfil in order to qualify to be a Prospective

Resolution Applicant for submission of the Expression of

Interest and the Resolution Plan.

32. Regulation 36A of the CIRP Regulations however deals

with invitations for Expression of Interest by way of

publication of Form G and a final list of the Prospective

Resolution Applicants shall be issued in terms of

Regulation 36A (12). Thereafter, as per the provisions of

Regulation 36B of the CIRP Regulations, the Resolution

Professional has to issue the Information Memorandum

and a Request for Resolution Plan to every Prospective

Resolution Applicant mentioned in the final list. It is thus

very relevant that inviting an Expression of Interest in

terms of Regulation 36A of the CIRP Regulations

automatically entails into submission of the Resolution

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Plans by such Prospective Resolution Applicants whose

names have been finalized in terms of Regulation 36A (12)

of the CIRP Regulations. Therefore, the Regulation 36B

(6A) would remain applicable even at the stage of inviting

the Expression of Interest in accordance with the

provision of Regulation 36A, in view of the fact, that it is

the finalization of the list of the Prospective Resolution

Applicants who will submit their Expression of Interest

and further be entitled to file their Resolution Plans.

33. The provision of Regulation 36B(6A) of the CIRP

Regulations, therefore, clearly mandates a positive action

upon the Resolution Professional to first go in for inviting

Resolution Plan and only if the Resolution Professional

does not receive a Resolution Plan in response to the

request then he may go in for inviting Resolution Plan for

sale of one or more of the assets of the Corporate Debtor.

The relevant provisions of Regulation 36A and 36B are

worth reproducing hereunder:

“36A. Invitation for expression of interest.

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(1) The resolution professional shall publish brief

particulars of the invitation for expression of interest
in Form G of the [Schedule-I] at the earliest, [not later
than sixtieth day] from the insolvency
commencement date, from interested and eligible
prospective resolution applicants to submit
resolution plans. [Clarification: The resolution
professional after the approval of the committee may
invite a resolution plan for each real estate project or
group of projects of the corporate debtor.]

(2) The resolution professional shall publish Form G

(i) in one English and one regional language
newspaper with wide circulation at the location of
the registered office and principal office, if any, of the
corporate debtor and any other location where in the
opinion of the resolution professional, the corporate
debtor conducts material business operations; (ii) on
the website, if any, of the corporate debtor; (iii) on
the website, if any, designated by the Board for the
purpose; and (iv) in any other manner as may be
decided by the committee.

(3) The Form G in the [Schedule-I] shall - (a) state

where the detailed invitation for expression of
interest can be downloaded or obtained from, as the
case may be; and (b) provide the last date for
submission of expression of interest which shall not

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be less than fifteen days from the date of issue of

detailed invitation.

(4) The detailed invitation referred to in sub-

regulation (3) shall- (a) specify the criteria for
prospective resolution applicants, as approved by
the committee in accordance with clause (h) of sub-
section (2) of section 25; (b) state the ineligibility
norms under section 29A to the extent applicable for
prospective resolution applicants; (c) provide such
basic information about the corporate debtor as may
be required by a prospective resolution applicant for
expression of interest[;] (d) not require payment of
any fee or any non-refundable deposit for
submission of expression of interest; and (e) provide
details of the corporate debtor's registration status
as a micro, small, or medium enterprise in
accordance with the Micro, Small and Medium
Enterprises Development Act, 2006 (27 of 2006).
[Provided that where the corporate debtor has any
real estate project, the committee, for an association
or group of allottees in such real estate project,
representing not less than ten per cent. or one
hundred creditors out of the total number of creditors
in a class, whichever is lower, may relax the
following:(a) eligibility criteria for submission of

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expression of interest provided in clause (a) above;

and (b) conditions regarding the refundable deposit.]

(4A) Any modification in the invitation for expression

of interest may be made in the manner as the initial
invitation for expression of interest was made:
Provided that such modification shall not be made
more than once.]

(5) A prospective resolution applicant, who meet the

requirements of the invitation for expression of
interest, may submit expression of interest within
the time specified in the invitation under clause (b) of
sub-regulation (3).

(6) The expression of interest received after the time

specified in the invitation under clause (b) of sub-
regulation (3) shall be rejected.

(7) An expression of interest shall be unconditional

and be accompanied by- (a) an undertaking by the
prospective resolution applicant that it meets the
criteria specified by the committee under clause (h)
of sub-section (2) of section 25; (b) relevant records
in evidence of meeting the criteria under clause (a);
(c) an undertaking by the prospective resolution
applicant that it does not suffer from any ineligibility
under section 29A to the extent applicable; (d)
relevant information and records to enable an

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assessment of ineligibility under clause (c); (e) an

undertaking by the prospective resolution applicant
that it shall intimate the resolution professional
forthwith if it becomes ineligible at any time during
the corporate insolvency resolution process; (f) an
undertaking by the prospective resolution applicant
that every information and records provided in
expression of interest is true and correct and
discovery of any false information or record at any
time will render the applicant ineligible to submit
resolution plan, forfeit any refundable deposit, and
attract penal action under the Code; and (g) an
undertaking by the prospective resolution applicant
to the effect that it shall maintain confidentiality of
the information and shall not use such information
to cause an undue gain or undue loss to itself or any
other person and comply with the requirements
under sub-section (2) of section 29.

(8) The resolution professional shall conduct due

diligence based on the material on record in order to
satisfy that the prospective resolution applicant
complies with- (a) the provisions of clause (h) of sub-
section (2) of section 25; (b) the applicable provisions
of section 29A, and (c) other requirements, as
specified in the invitation for expression of interest

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(9) The resolution professional may seek any

clarification or additional information or document
from the prospective resolution applicant for
conducting due diligence under sub regulation (8).

(10) The resolution professional shall issue a

provisional list of eligible prospective resolution
applicants within ten days of the last date for
submission of expression of interest to the committee
and to all prospective resolution applicants who
submitted the expression of interest.

(11) Any objection to inclusion or exclusion of a

prospective resolution applicant in the provisional
list referred to in sub-regulation (10) maybe made
with supporting documents within five days from the
date of issue of the provisional list. (12) On
considering the objections received under sub-
regulation (11), the resolution professional shall
issue the final list of prospective resolution
applicants within ten days of the last date for receipt
of objections, to the committee.

36B. Request for resolution plans.

(1) The resolution professional shall, within five days

of the date of issue of the final list under sub-
regulation (12) of regulation 36A, issue the
information memorandum, evaluation matrix and a

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request for resolution plans to every resolution

applicant in the final list: Provided that where such
documents are available, the same may also be
provided to every prospective resolution applicant in
the provisional list.]

(2) The request for resolution plans shall detail each

step in the process, and the manner and purposes of
interaction between the resolution professional and
the prospective resolution applicant, along with
corresponding timelines.

(3) The request for resolution plans shall allow

prospective resolution applicants a minimum of
thirty days to submit the resolution plan(s).

(4) The request for resolution plans shall not require

any non-refundable deposit for submission of or
along with resolution plan.

(4A) The request for resolution plans shall require the

resolution applicant, in case its resolution plan is
approved under sub-section (4) of section 30, to
provide a performance security within the time
specified therein and such performance security
shall stand forfeited if the resolution applicant of
such plan, after its approval by the Adjudicating
Authority, fails to implement or contributes to the
failure of implementation of that plan in accordance

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with the terms of the plan and its [implementation

schedule:] [Provided that where the corporate debtor
has any real estate project, the committee may relax
the requirement to provide for performance security
for an association or group of allottees in such real
estate project, representing not less than ten per
cent. or one hundred creditors out of the total number
of creditors in a class, whichever is lower.]
Explanation I.– For the purposes of this sub-
regulation, “performance security” shall mean
security of such nature, value, duration and source,
as may be specified in the request for resolution
plans with the approval of the committee, having
regard to the nature of resolution plan and business
of the corporate debtor. Explanation II. – A
performance security may be specified in absolute
terms such as guarantee from a bank for Rs. X for Y
years or in relation to one or more variables such as
the term of the resolution plan, amount payable to
creditors under the resolution plan, etc.]

(5) Any modification in the request for resolution plan

or the evaluation matrix issued under sub-regulation
(1), shall be deemed to be a fresh issue and shall be
subject to timeline under sub-regulation (3).
[Provided that such modifications shall not be made
more than once.]

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(6) The resolution professional may, with the

approval of the committee, extend the timeline for
submission of resolution plans.

(6A) If the resolution professional, does not receive a

resolution plan in response to the request under this
regulation, he may, with the approval of the
committee, issue request for resolution plan for sale
of one or more of assets of the corporate debtor.

(7) The resolution professional may, with the

approval of the committee, re-issue request for
resolution plans, if the resolution plans received in
response to an earlier request are not satisfactory,
subject to the condition that the request is made to
all prospective resolution applicants in the final list:
Provided that provisions of sub-regulation (3) shall
not apply for submission of resolution plans under
this sub-regulation.”

34. The reference made to the provision of Regulation 36C of

the CIRP Regulations, is only in the context of marketing

the assets of the Corporate Debtor and the strategy to be

worked out for such an exercise to be undertaken by the

Resolution Professional in consultation with the CoC.

Even this provision of Regulation 36C of the CIRP

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Regulations cannot be read to mean that the business of

the Corporate Debtor can be stipulated into the business

clusters and the Expression of Interest can be

straightway invited from the Prospective Resolution

Applicants by providing as a second option while

publishing Form G. The provision of Regulation 37 of the

CIRP Regulations however deals with the necessary

ingredients to be made in the Resolution Plan to be

ultimately submitted by a Prospective Resolution

Applicant who has participated in the process of giving

response to the Expression of Interest entailing

submission of the Resolution Plan.

35. In view of the conjoint reading of the provisions of

Regulation 36A (12) & 36B (6A) it is unequivocally clear

that the Resolution Professional would have the liberty to

invite Resolution Plans for the Corporate Debtor as a

whole as a going concern with different clusters/assets

for the purpose of inviting Expression of Interest entailing

submission of the Resolution Plans. However, as per the

mandate cast upon under Regulation 36A(1), he has to

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necessarily invite the Expression of Interest in Form G for

the Corporate Debtor as a whole entailing submission of

the Resolution Plan from the Prospective Resolution

Applicant for the Corporate Debtor as a whole as a going

concern. Thereafter, under Regulation 36B(6A) splitting

of asset at a next stage is provided in case Resolution Plan

for the Corporate Debtor as whole as a going concern is

not received.

36. We have also perused the judgment referred to by the Ld.

Counsel representing the parties and are in agreement

that the provisions of the statute have to be read and

implemented strictly in the manner it is intended to be

read as provided therein. Therefore, as per the format of

Form-G provided in Schedule I of the CIRP Regulations,

when Expression of Interest is invited, the details of the

Corporate Debtor as a whole to be given specifying its all

business and assets. No provision is there for splitting of

business and assets. As per Regulation 36B(6A) of the

CIRP Regulations, it is only when RP does not receive a

resolution plan under Regulation 36B(1) on the basis of

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Expression of Interest, he may, thereafter, with the

approval of CoC , may call for sale of one or more assets.

There is no provision for publishing Form-G, which

stipulates splitting the business of the Corporate Debtor

as is being done in the present case.

37. Hence, the manner in which Form G has been published

for exercising two options simultaneously under the

pretext of maximization of the assets of the Corporate

Debtor, commercial wisdom of the CoC, or expediting the

CIR Process also cannot be sustained as adherence to the

provisions of the statutes is a sine qua non and the

statutory intent cannot be read to interpret in a manner

dehors the Code.

38. Whereas there cannot be any quarrel with respect to the

maximization of the value of the assets of the Corporate

Debtor, expedient pursuance of CIRP, and exercising of

commercial wisdom by the CoC. Also the judgements

relied upon by the Ld. Counsels, representing the RP as

well as the CoC, are not attracted being not on the point

of the facts and circumstances prevailing in the present

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matter. However, in view of our foregoing discussions, the

adherence to the provisions of the Code would prevail over

the action initiated by the Resolution Professional by

publishing Form G for inviting an Expression of Interest

by giving two options at the threshold. The provisions of

the Code and the Regulations made thereunder cannot be

permitted to be eclipsed.

39. It is also worthwhile to note that in terms of our order

dated 24.01.2025, as reproduced in the earlier part of this

order, we have also asked the RP to file an affidavit to

show the manner in which there is a compliance of the

provisions of Regulation 36B (6A) of the Regulations in

that context, the RP has filed an affidavit vide Diary

No.358 dated 03.03.2025 the Ld. Counsel representing

the Applicant has referred to the relevant part of the

affidavit of the RP which reads as under:

“3. In this regard, I state that the Form G and

detailed invitation for expression of interest
(including the terms, eligibility criteria in terms of
Section 25(2)(h)) for the Corporate Debtor was
issued by the RP based on consultation with the

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members of the Committee of Creditors ("CoC") and

discussions that took place in the 7th CoC meeting
of the Corporate Debtor held on 19 December 2024
and with due approval of the CoC of the Corporate
Debtor, to invite interested and eligible prospective
resolution applicants to submit expression of
interest in terms of Regulation 36A of the CIRP
Regulations. To the best of my understanding,
belief and based on legal advise, the issuance of
Form G and detailed invitation for expression of
interest are in accordance with the principles of
the Code and the rules and regulations framed
thereunder.”
40. It is contended by the Ld. Counsel representing the

Applicant that the said affidavit does not clarify that the

provisions of the CIRP Regulations i.e., Regulation 36B

(6A) read with the provisions of Section 25(2)(h) of the

Code have been adhered to by the RP. The RP was asked

to file the affidavit in the background of the fact that the

RP had given two options for inviting the Expression of

Interest and the rationale of the publication of Form G in

such a manner which remains to be clarified.

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41. In view of our foregoing discussions, we find that the

Form G publication inviting Expression of Interest

entailing submission of the Resolution Plans by giving two

options at the threshold and the second option by

splitting the business operations of the Corporate Debtor

into multiple clusters being in violation of the provisions

of the Code and the Regulations made thereunder is

untenable in law. The provisions of the Code and the

Regulations have to be read as they are which provides

for the steps to be followed one after the other i.e. the

Resolution Plans with respect to the clusters which are

the assets of the Corporate Debtor can be done only after

the exhaustion of the first option where no Resolution

Plan with the Corporate Debtor as a whole as a going

concern has been received in the first instance.

42. We, therefore, are of the view that option two initiated in

the first instance itself along with option one is in

violation of the provisions of the Code as referred to

above.

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43. We are however also conscious of the fact that the process

of inviting Expression of Interest by publication of Form

G has been initiated and as per the provisions of the Code

and the Regulations made thereunder, the Expression of

Interest are to be invited in the first instance for the

Corporate Debtor as a whole as a going concern. Since

option one already stipulates that measure, therefore the

process being only with respect to option one may

continue. The Form G, therefore, to the extent of also

providing option two for inviting Expression of Interest

and Resolution Plans for multiple clusters of the

Corporate Debtor is, therefore, set aside.

In view of our above decision, Form G published by RP

shall continue with option one i.e. inviting Expression of

Interest for the Corporate Debtor as a whole as a going

concern, and option two is set aside i.e. cluster wise

expression of interest if any filed, will not be considered

at this stage.

44. Needless to say the RP after due approval from the CoC

would be at liberty to publish a fresh Form G if there are

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no Resolution Plans received for the Corporate Debtor as

a whole as a going concern, from the Prospective

Resolution Applicants in the first instance by following

option one.

45. I.A. No. 27 of 2025 stands disposed off in the aforesaid

terms accordingly.

-Sd- -Sd-
(Ashish Verma) (Praveen Gupta)
Member (Technical) Member (Judicial)

Date: 06.03.2025

Avaneesh Kumar Singh

(Stenographer)

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