J U D G M E N T

ASHOK BHUSHAN, J.

This Appeal has been filed challenging the order dated 24.04.2024 passed by the Adjudicating Authority (National Company Law Tribunal), Mumbai Bench-I in I.A. 724 of 2024. By the impugned order I.A. 724 of 2024 filed Cont’d…/

by Appellant No.2 has been dismissed. Aggrieved by which order this appeal has been filed. Brief facts of the case necessary for deciding this appeal are:

(i) CIRP commenced against the Corporate Debtor – Rolta India Limited by order dated 19.01.2023.

(ii) Pursuant to the admission order in the CIRP, Rolta Private Limited filed its claim of Rs.634,55,43,228/-. The claim of Rolta Private Limited was admitted by the Resolution Professional, however, Rolta Private Ltd. being a related party of the Corporate Debtor, the Rolta Private Limited was not permitted representation, participation or voting right in the Committee of Creditors (CoC).

(iii) Rolta Private Limited entered into MoU dated 15.01.2024 with Peanence Commercial Private Limited for assignment of debt for a one-time consideration of Rs.50 Crores on as is where is basis.

(iv) Appellant – Rolta Private Limited sent a letter to the Resolution Professional dated 06.02.2024 seeking in principle approval of the assignment dated 15.01.2024.

(v) The Resolution Professional sent email dated 08.02.2024 to the Applicant informing that the Resolution Professional has no authority or jurisdiction to grant approval for the Deed of Assignment. It was further mentioned that on the basis of the documents shared, no information is found which requires any claim to be updated.

(vi) On 15.02.2024, the Resolution Professional wrote to the Applicant that the Resolution Professional is unable to issue confirmation in relation to the Deed of Assignment and nature of the debt would not change and no voting rights would be available to Peanence Commercial Private Limited.

(vii) Aggrieved by the response of the Resolution Professional dated

15.02.2024, I.A. 724 of 2024 was filed by the Appellant, which I.A.

has been rejected by the Adjudicating Authority on 24.04.2024.

(viii) Challenging the order dated 24.04.2024, this Appeal has been filed.

2. We have heard Shri Arun Kathpalia, learned senior counsel for the Appellant and Shri Sandeep Bajaj, learned counsel appearing for the Resolution Professional.

3. Learned counsel for the Appellant submits that the assignment dated 15.01.2024 could not have been refused to be acknowledged by the Resolution Professional. The Appellant - Peanence Commercial Private Limited is not a related party to the Corporate Debtor nor there is any disqualification attached to the Assignee to be part of the Committee of Creditors. It is submitted that the Adjudicating Authority has not correctly appreciated the judgment of Hon’ble Supreme Court in “Phoenix ARC Private Limited vs. Spade Financial Services Limited & Ors., (2021) 3 SCC 475”. The Assignment for consideration of Rs.50 Crore is an arm- length transaction. The Adjudicating Authority committed error in rejecting the claim. It is submitted that Appellant No.1 - Peanence Commercial Private Limited is entitled to avail benefits of an unrelated Financial Creditor of the Corporate Debtor. The application filed before the Adjudicating Authority was not premature. Findings returned by the Adjudicating Authority are based on issues which were not raised by any party.

4. Learned counsel for the Resolution Professional refuting the submission of learned counsel for the Appellant submits that the application filed by the Applicant was misconceived and entire proceeding on the basis of which application was filed are pre-mature. The MoU relied by the Appellant indicate that no Assignment Agreement has taken place between Appellant No.1 and Appellant No.2. MoU is only an agreement to enter into an Assignment in future. The Deed’s terms are contingent in nature, upon the approval being granted by the Resolution Professional to recognize the Assignee as a non-related secured financial