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Judgment
09.01.2026: Heard learned counsel for the Appellant as well as learned counsel appearing for the Respondent – Resolution Professional. This appeal has been filed by the Appellant challenging the order dated 14.11.2025 passed by the Adjudicating Authority (National Company Law Tribunal), Chandigarh Bench by which I.A. No.1438(CH)2025 filed on behalf of the CoC has been allowed and earlier Resolution Professional has been replaced. The Appellant, a homebuyer having 0.25% share in the CoC has come up in this appeal challenging the impugned order.
Submission which has been advanced by Shri Chhibber, learned counsel for the Appellant is that the earlier Resolution Professional was suspended by the IBBI and in the suspension order the CoC was given direction for taking decision regarding continuance or non-continuance of the Resolution Professional. In pursuance of which, 26th CoC meeting was held and CoC took decision to not to continue with the Resolution Professional – Mr. Arvind Kumar, who was existing at that time. The 27th meeting of the CoC was convened by Mr. Arvind Kumar, existing Resolution Professional for taking agenda regarding appointment of the new Resolution Professional. In 27th CoC meeting, the CoC decided to appoint a new Resolution Professional. In pursuance of which decision, I.A. No. 1438(CH)2025 was filed by the CoC which has been allowed. Submission of Shri Chhibber is that Appellant has filed two other applications being I.A. No.1113/2025 and 1718/2025 which were also required to be heard and decided. Shri Chhibber submits that a Writ Petition was also filed by the Appellant herein before the Delhi High Court Being Writ Petition No.9087 of 2025 challenging the clause in the order passed regarding earlier Resolution Professional permitting the CoC to considered as to continue the Resolution Professional or not. He submits that in the Writ Petition, the Delhi High Court has already passed an interim order on 16.07.2025, where in Para 9 following was directed:
“9.In the meantime, any decision that may be taken in the meetings convened by the concerned resolution professional shall be subject to further outcome of the present writ petition.”
It was after order of the Delhi High Court, the 26th meeting of CoC was held on 23.07.2025 and 27th meeting of the CoC was held on 18.08.2025.
Learned counsel for the Resolution Professional submits that the Delhi High Court itself had passed a subsequent order on 13.10.2025 clarifying that the pendency of the Writ Petition shall not come in the way of replacement of the Resolution Professional in terms of decision taken in the 27th meeting of CoC. Para 8 and 9 of the order of the Delhi High Court is as follows:
“8.Considering the aforesaid circumstances, it is directed that the pendency of the present petition shall not come in the way of replacement of the concerned RP in terms of the decision taken in the 27th meeting of COC held on 18.08.2025.
9.Consequently, the NCLT shall be at liberty to pass appropriate orders on IA-1438/2025 regardless of the pendency of the present petition.”
On 01.12.2025, Delhi High Court passed further order in the application filed by the petitioner seeking clarification in which in Para 2 and 3 following was observed”
“2.During the course of arguments, it transpires that the application is based on the petitioner’s notion that the order dated 13.10.2025 precludes the petitioner from pressing other pending application pending before the NCLT. It is clarified that the order dated 13.10.2025 does not preclude either of the parties from pursuing the matter before the NCLT in accordance with law.
3.Needless to say, any such request shall be considered by the NCLT on its own merits and in accordance with law, and without being influenced by the pendency of the present petition.”
We have heard the learned counsel for the parties and perused the record.
The Writ Petition which was filed by the Appellant before the Delhi High Court and order passed therein, as noted above, in no manner preclude the Adjudicating Authority from proceeding to take decision regarding replacement of the Resolution Professional. Admittedly, the IBBI has already suspended the earlier Resolution Professional – Mr. Arvind Kumar, which was taken note in the 26th CoC meeting, where it was decided, that the CoC shall not continue with the existing Resolution Professional, therefore, CoC meeting was convened for considering the appointment of new Resolution Professional and CoC passed resolution for appointment of new Resolution Professional, which was accepted by the impugned order. We are of the view that the Adjudicating Authority did not commit any error in allowing the application by accepting the Resolution Professional as recommended by the CoC. Under the I&C Code, as per Section 27, it is the CoC who has to take decision with regard to replacement of Resolution Professional. When the CoC by a requisite vote has decided to appoint a new Resolution Professional, Appellant who is a homebuyer having 0.25% vote share cannot be allowed to question the appointment of new Resolution Professional by means of this Appeal.
We are of the view that no error has been committed in the order of the Adjudicating Authority. The applications which were filed by the Appellant being I.A. No. 1113/2025 and 1718/2025 need also to be disposed of by the Adjudicating Authority in accordance with law. Appeal is dismissed.