Carnet Elias Fernandes vs Jagdish Kumar Parulkar RP Of GEI Power Ltd

The present Intervention Application, being INV. P. 1 of 2026 (hereinafter referred to as “the Application”), has been filed by Carnet Elias Fernandes (hereinafter referred to as “the Applicant/Intervenor”), Suspended Management of GEI Power Ltd. (hereinafter referred to as “the Corporate Debtor”) under Rule 11 of the National Company Law Tribunal Rules, 2016 (hereinafter referred to as “the NCLT Rules”), seeking impleadment as a necessary and proper party in IA (Plan) No. 5 of 2024 (hereinafter referred to as “the Plan IA”), pending adjudication before this Hon’ble Tribunal in CP(IB)/49(MP)2024 (hereinafter referred to as “the Main Proceeding”). The Plan IA is an application filed under Section 30(6) of the Insolvency and Bankruptcy Code, 2016 (hereinafter referred to as “the Code”) for approval of the Resolution Plan in the Corporate Insolvency Resolution Process (hereinafter referred to as “CIRP”) of the Corporate Debtor. The Applicant additionally seeks directions for service of the Resolution Plan and the approval application upon him, and for leave to file objections and participate in the proceedings. The Application was filed on 27.02.2026.

It is an admitted position on record that this Hon’ble Adjudicating Authority, vide order dated 22.01.2025, initiated the CIRP against the Corporate Debtor, GEI Power Ltd., in CP(IB)/49(MP)2024. Consequent upon the said admission, Jagdish Kumar Parulkar (IBBI Registration No. IBBI/IPA-001/IP-P00671/2017-2018/11143), resident of B56, Wallfort City, Bhatagaon, Ring Road No.1, Raipur, Chhattisgarh 492001 (hereinafter referred to as “the Respondent/Resolution Professional”), was appointed as the Interim Resolution Professional on 22.01.2025 and was confirmed as the Resolution Professional with 100% voting share of the Committee of Creditors (hereinafter referred to as “CoC”) in its 1st Meeting held on 24.02.2025, which was taken on record by this Tribunal vide order dated 24.03.2025.

In furtherance of the CIRP, a Resolution Plan was approved by the CoC and an application for approval of the same, being IA (Plan) No. 5 of 2024, has been filed under Section 30(6) of the Code and is presently pending adjudication before this Hon’ble Tribunal.

It is pertinent to note at the outset that the present Applicant had, prior to filing the instant Application, filed IA 305/2025 in CP(IB)/49(MP)2024 under Section 60(5) of the Code read with Rule 11 of the NCLT Rules, seeking setting aside of the letter dated 11.06.2025 issued by the Respondent/Resolution Professional declaring the Applicant ineligible to submit a Resolution Plan under Section 29A(e) and Section 29A(f) of the Code, and seeking a direction to permit consideration of the Applicant’s Resolution Plan. The said IA 305/2025 was heard by this Tribunal and was decided vide order dated 17.02.2026. By the said order, this Tribunal, upon consideration of the pleadings and the applicable provisions of law, held as under:

By the present Application, the Applicant submits that no copy of IA (Plan) No. 5 of 2024 seeking approval of the Resolution Plan was served upon him, despite his being the Suspended Management of the Corporate Debtor and being directly and materially affected by the outcome of the said Plan. He accordingly seeks impleadment as a necessary and proper party in the Plan IA, service of the Resolution Plan and the approval application, and leave to file objections.

The Applicant/Intervenor submitted that the present Intervention Petition has been filed bona fide and in the interest of justice so that the Applicant may be granted an opportunity to place relevant facts, documents and legal submissions before this Hon’ble Tribunal. It is further submitted that any adjudication of IA (Plan) No. 5 of 2024 without hearing the Applicant would seriously prejudice the rights and interests of the Applicant and would run contrary to the settled principles of natural justice.

It is submitted by the Applicant that the Applicant has approached this Hon’ble Tribunal seeking impleadment in IA (Plan) No. 5 of 2024 as a necessary and proper party, since the issues raised in the said application directly affect the rights and interests of the Applicant. It is further submitted that the outcome of the Plan IA would have a substantial bearing on the rights of the Applicant in relation to the Corporate Debtor and the ongoing insolvency resolution proceedings.

The Applicant submitted that the scheme of the Insolvency and Bankruptcy Code, 2016 recognises that persons whose rights are affected by the insolvency resolution process cannot be excluded from proceedings which determine such rights. It was further submitted that the insolvency process is a collective process and any decision taken therein has far-reaching implications on various stakeholders connected with the Corporate Debtor.

It is submitted by the Applicant that reliance is placed upon the judgment of the Hon’ble Supreme Court in Vijay Kumar Jain vs. Standard Chartered Bank & Ors., Civil Appeal No. 8430 of 2018, wherein the Hon’ble Court has recognised the right of persons who are vitally interested in the resolution process to participate in proceedings relating to the Corporate Debtor. It is submitted that the Hon’ble Supreme Court has in the said judgment observed as follows:

It is further submitted by the Applicant that the Hon’ble Supreme Court in Vijay Kumar Jain (supra) at Paragraph 14 has held that members of the erstwhile Board of Directors, being vitally interested in resolution plans, must be given a copy of such plans as part of documents to be furnished along with the notice of CoC meetings.

It is further submitted by the Applicant that the Hon’ble Supreme Court in Vijay Kumar Jain (supra) has held that under Section 60(5)(c) of the Code, a member of the erstwhile Board of Directors has an independent right to approach the Adjudicating Authority, which must then hear such person before being satisfied that the resolution plan can pass muster under Section 31 of the Code.

It is submitted by the Applicant that the above observations establish that persons who have a direct and substantial interest in the outcome of insolvency proceedings cannot be denied an opportunity of being heard before the Adjudicating Authority, and that such participation is essential to ensure transparency, fairness, and compliance with the provisions of the Code.

It is submitted by the Applicant that if the Applicant is not impleaded, he would be deprived of the opportunity to present relevant facts and legal submissions before this Hon’ble Tribunal. It is further submitted that such exclusion would cause grave prejudice to the Applicant and would defeat the principles of fair hearing and natural justice.

It is submitted by the Respondent that the present Application is a gross abuse of the process of law, completely devoid of merit, and has been filed with the sole mala fide intention of derailing and delaying the conclusion of the CIRP of the Corporate Debtor, which is at an advanced stage. It is further submitted that the Application is liable to be dismissed in limine with exemplary costs.

It is submitted by the Respondent that upon the admission of the Corporate Debtor into CIRP vide order dated 22.01.2025 in CP(IB)/49(MP)2024, the powers of the Board of Directors of the Corporate Debtor stood suspended in terms of Section 17 of the Code. It is further submitted that the management of the Corporate Debtor vested entirely with the Resolution Professional, and that the Applicant, as a suspended director, ceases to have any authority or standing to participate in the management or the resolution process of the Corporate Debtor.

It is submitted by the Respondent that the Applicant’s reliance on Rule 11 of the NCLT Rules, 2016 and principles of natural justice is misplaced. It is submitted that a person is a ‘necessary party’ only if his presence is necessary to effectually and completely adjudicate upon the disputes and no effective decree can be passed in his absence. It is further submitted that the approval or rejection of the Resolution Plan does not require the presence of the suspended director, and that the only statutory parties required for this adjudication are the Resolution Professional and the Committee of Creditors.

It is submitted by the Respondent that as held by the Hon’ble Supreme Court in K. Sashidhar v. Indian Overseas Bank & Ors. and Committee of Creditors of Essar Steel India Limited v. Satish Kumar Gupta & Ors., the commercial wisdom of the CoC is paramount and non-justiciable, and that the limited judicial review available to this Hon’ble Adjudicating Authority is confined to the grounds stipulated under Section 30(2) of the Code. It is submitted that the present Application is a disguised attempt to question the commercial wisdom of the CoC, which is impermissible in law.

It is submitted by the Respondent that the ‘binding effect’ of the approved Resolution Plan under Section 31(1) of the Code is a consequence of the statutory scheme and does not confer upon the suspended directors a right of audience before the Adjudicating Authority at the stage of plan approval. At the stage of consideration for approval, the Applicant has no vested right to be heard on the commercial aspects of the plan, which is the exclusive domain of the CoC.

It is submitted by the Respondent that the judgment in Vijay Kumar Jain vs. Standard Chartered Bank & Ors. was concerned with the right of erstwhile directors to receive copies of resolution plans submitted to the CoC, and does not demonstrate that erstwhile directors are a necessary party to the resolution plan approval proceedings before this Hon’ble Tribunal. It is accordingly submitted that the Application seeking impleadment is not maintainable in law.

It is submitted by the Respondent that if the Applicant requires a copy of the Resolution Plan, the Respondent is willing to share a copy of the Resolution Plan subject to the Applicant furnishing a confidentiality undertaking, if so directed by this Hon’ble Tribunal.

It is submitted by the Respondent that reliance is placed on the Three-Judge Bench judgment of the Hon’ble Supreme Court in Kalyani Transco v. Bhushan Power and Steel Limited & Ors., which stands for the proposition that the primary objective of the IBC is the time-bound resolution and maximisation of the value of assets of the Corporate Debtor, that procedural rights of the suspended directors are subservient to this objective, and that the right of erstwhile management to receive and participate in respect of the resolution plan is a shield to protect the Corporate Debtor’s interests and not a sword for the former management to fight its own battles. It is further submitted that where the exercise of such rights is seen as a dilatory tactic, the Adjudicating Authority can curtail them.

It is submitted by the Respondent that there is no statutory mandate under the Code that requires the Resolution Professional to serve a copy of the application for approval of the Resolution Plan upon the suspended management for the purpose of inviting objections. It is submitted that the binding nature of the plan under Section 31 of the Code is a statutory consequence of CoC approval and sanction by this Tribunal and does not, by itself, create a right of hearing for every person on whom the plan is binding.

It is submitted by the Respondent that this Hon’ble Tribunal has earlier decided IA 305/2025 vide order dated 17.02.2026, wherein the Applicant challenged the disqualification under Section 29A(e) and Section 29A(f) of the IBC, 2016, and that the said application was dismissed. It is further submitted that when the meetings regarding the Resolution Plan were scheduled, IA 305/2025 was pending before this Hon’ble Tribunal, and that the Applicant, as a suspended director who had itself submitted a Resolution Plan, could not take part in the discussion of the Resolution Plan.

It is submitted by the Respondent that the present Application is a dilatory tactic aimed at frustrating the time-bound objective of the Code, that the CIRP is at a critical stage where the Resolution Plan, duly approved by the CoC, is pending consideration before this Hon’ble Tribunal, and that allowing such an application would open the floodgates for disgruntled stakeholders to interfere with the process.

It is submitted by the Respondent that any challenge to the plan can only be made on limited grounds available under Section 61 of the Code before the NCLAT, and that the Applicant has the statutory remedy of an appeal available regardless of whether he is impleaded at this stage.

It is submitted by the Respondent that once the CoC has approved a plan with the requisite majority, the jurisdiction of this Hon’ble Tribunal is limited to examining whether the plan meets the threshold requirements under Section 30(2) of the Code, and that the scope of proceedings under Section 31 of the Code for the approval of a Resolution Plan is not a proceeding for adjudication of private rights between the erstwhile management and the Resolution Professional or the Resolution Applicant.

We have heard the learned counsel appearing on behalf of the Applicant/Intervenor and the Respondent/Resolution Professional and have carefully perused the documents including the order dated 17.02.2026 passed by this Tribunal in IA 305/2025.

The singular issue that falls for determination before this Tribunal is:

Before proceeding to the merits, this Tribunal considers it necessary to set out the factual and legal backdrop in which the present Application must be examined. IA (Plan) No. 5 of 2024 is presently pending adjudication before this Hon’ble Tribunal as an application for approval of the Resolution Plan that has been approved by the CoC with the requisite majority. The stage at which the present Application has been filed is, accordingly, the pre-approval stage, i.e., the stage at which the Plan IA is pending consideration and no order of approval or rejection has yet been passed by this Tribunal.

The Applicant has placed heavy reliance on the judgment of the Hon’ble Supreme Court in Vijay Kumar Jain vs. Standard Chartered Bank & Ors., Civil Appeal No. 8430 of 2018, (2019) 20 SCC 455. It is necessary to examine this judgment carefully. In Vijay Kumar Jain (supra), the primary ratio of the Hon’ble Supreme Court, insofar as it concerns the right of erstwhile directors to receive copies of resolution plans, was founded upon Regulation 21(3)(iii) of the CIRP Regulations, which requires the notice of every CoC meeting to contain copies of all documents relevant to the matters to be discussed and the issues to be voted upon. The Hon’ble Supreme Court held at Paragraph 13 of the said judgment that resolution plans are “matters to be discussed” at CoC meetings and that members of the erstwhile Board of Directors, being participants in such meetings, must be furnished copies of the plans before the meetings.

Importantly, at Paragraph 12 of Vijay Kumar Jain (supra), the Hon’ble Supreme Court noted that Regulation 39(5) of the CIRP Regulations mandates that the Resolution Professional shall forthwith send a copy of the order of the Adjudicating Authority approving or rejecting a Resolution Plan to the participants, which would include members of the erstwhile Board of Directors. The Hon’ble Court observed that this copy is sent to participants because they are vitally interested in the outcome and may, as persons aggrieved, file an appeal from the Adjudicating Authority’s order to the Appellate Tribunal under Section 61 of the Code. The right under Section 60(5)(c) discussed in Vijay Kumar Jain (supra) is thus traceable to and must be read in the context of the post-approval or post-rejection stage, at which stage the member of the erstwhile Board of Directors can approach the Adjudicating Authority as a person aggrieved by the outcome.

In the present case, the Plan IA has not yet been decided. No order of approval or rejection has been passed by this Tribunal in IA (Plan) No. 5 of 2024. The mechanism under Regulation 39(5), which contemplates forwarding a copy of the order approving or rejecting the plan to participants, has not yet been triggered. The right to approach this Tribunal as a “person aggrieved” by an order of the Adjudicating Authority under Section 61 of the Code, which underlies the ratio of Vijay Kumar Jain (supra), is a right that arises after the plan is approved or rejected, not before. The ratio of Vijay Kumar Jain (supra) is therefore not applicable at the present pre-approval stage of the Plan IA, and cannot be relied upon to seek impleadment in the approval proceedings before this Tribunal.

This Tribunal further notes that the jurisdiction of the Adjudicating Authority at the stage of Section 31 of the Code for approval of a Resolution Plan is well-defined and limited. The Hon’ble Supreme Court in K. Sashidhar v. Indian Overseas Bank & Ors. and Committee of Creditors of Essar Steel India Limited v. Satish Kumar Gupta & Ors. has consistently held that the commercial wisdom of the CoC is paramount and non-justiciable, and that the Adjudicating Authority’s review is confined to examining whether the requirements of Section 30(2) of the Code are met. Section 31(1) of the Code provides that if the Adjudicating Authority is satisfied that the Resolution Plan as approved by the CoC meets the requirements referred to in Section 30(2), it shall approve the plan. The scope of the proceedings under Section 31 is, accordingly, not a forum for adjudication of private rights between the erstwhile management and the Resolution Professional or the CoC. Impleading the Applicant at this stage would have the practical effect of inviting commercial objections to a plan that has already been approved by the CoC with the requisite voting share, which would directly impinge upon the commercial wisdom of the CoC and would be contrary to the settled law on the subject.

Most significantly, this Tribunal is bound to take note of the order dated 17.02.2026 passed by this very Bench in IA 305/2025 in CP(IB)/49(MP)2024. In that proceeding, the present Applicant had sought to challenge his disqualification under Section 29A(e) and Section 29A(f) of the Code and to seek permission to submit a Resolution Plan in the CIRP of the same Corporate Debtor, GEI Power Ltd.. This Tribunal, after full consideration of the pleadings, the due diligence report, and the applicable provisions of law, held that the Applicant has failed to establish his eligibility to submit a Resolution Plan in light of the disqualification under Section 29A of the Insolvency and Bankruptcy Code, 2016, and accordingly dismissed IA 305/2025.

The present Application (INV. P. 1 of 2026) was filed after the dismissal of IA 305/2025. The Applicant, having failed in his direct challenge to the disqualification finding, now seeks to achieve indirectly — through the route of impleadment as a “necessary and proper party” in the Plan IA — what he could not achieve directly, namely, access to the resolution plan and participation in the proceedings before this Tribunal. This Tribunal is of the considered view that permitting such a course would amount to circumventing the order dated 17.02.2026 in IA 305/2025 and the statutory disqualification under Section 29A of the Code. Section 29A is a provision that consciously ensures that persons who have contributed to the insolvency of the Corporate Debtor or are otherwise ineligible are kept away from the resolution process. Impleading such a person as a party in the approval proceedings would defeat the very object of Section 29A and would be wholly contrary to the legislative intent underlying that provision.

The Respondent has also placed reliance on the Three-Judge Bench judgment of the Hon’ble Supreme Court in Kalyani Transco v. Bhushan Power and Steel Limited & Ors., Civil Appeal No. 1808 of 2020. This Tribunal notes that the Hon’ble Supreme Court in Kalyani Transco (supra) declined to non-suit the erstwhile promoters solely on the ground of locus, having regard to the fact that the Resolution Plan also affected the rights of personal guarantors. However, the Hon’ble Supreme Court at Paragraphs 64 to 65 also pointedly noted the conduct of the erstwhile promoters in that case — specifically, their lackluster attendance at CoC meetings and their filing of a series of applications which the NCLT had found to be dilatory and calculated to cause delay, for which a cost of Rs. 1 lakh was imposed. The Hon’ble Supreme Court observed that the entire attempt of the appellants in that case had been to thwart the CIRP and to not permit the same to be taken to a logical end. This Tribunal finds the said observations instructive in the present case, where the Applicant having already been found disqualified under Section 29A by this Tribunal, has nonetheless proceeded to file the present Application after that finding, seeking a different route to participate in the same proceedings.

In view of the above analysis, this Tribunal holds as follows:

In view of the foregoing observations and findings, the present Intervention Application, being INV. P. 1 of 2026, is hereby dismissed and disposed of.