Judicial Analysis Court Copy Headnote Facts Arguments Court observation

2026 Supreme(Online)(NCLAT) 291

NATIONAL COMPANY LAW APPELLATE TRIBUNAL
Indevar Pandey, Judicial Member
Malharshanti Enterprises – Appellant
Versus
Naresh Sevantilal Shah – Respondent
IA No. 766/(AHM)/2021 in CP (IB) No. 289(AHM) of 2020|CP (IB) No. 289/2020|Comp. App. (AT) (Ins.) No. 441 of 2021|Civil Appeal No. 5580 of 2021|CP (IB) No. 3753 of 2018|Company Appeal (AT) (Insolvency) No. 415 of 2020|IA No. 47 of 2021|IA No. 1586 of 2025|IA(IBC)(LIQ.)/89/2025|Company Appeal (AT) (Ins) Nos. 1804 & 1805 of 2025

Advocates:
For the Appellants/Petitioners: Anshuj Dhingra, Akansha Sharma
For the Respondents: Ganga Mitra, Gaurav Joshi

Non-stakeholder in CIRP lacks locus to appeal resolution plan approval under Section 61 IBC; Section 29A ineligibility requires NPA classification or formal director disqualification, not mere association with company in CIRP.

Headnote:(A) Insolvency and Bankruptcy Code, 2016 - Sections 29A(c), 29A(e), 30(2), 31, 61 - Companies Act, 2013 - Section 164(2) - Appeal against approval of resolution plan - Appellant, operational creditor in separate CIRP of another company where successful resolution applicant was promoter/director, challenged plan approval alleging ineligibility under Section 29A - Held, appellant not a stakeholder in subject CIRP, hence not 'person aggrieved' under Section 61; mere pendency of CIRP against another company or association as promoter/director does not trigger ineligibility under Section 29A(c) absent NPA classification; no formal declaration of director disqualification under Section 164 by competent authority required for Section 29A(e); new grounds not raisable in appeal if not urged before Adjudicating Authority; implemented resolution plan not to be unsettled. (Paras 41, 48-57, 58-66, 67-69)

(B) Appeal - Locus standi - 'Person aggrieved' under Section 61 requires direct legal injury or stake in CIRP as creditor, participant or stakeholder; collateral grievance from unrelated proceedings insufficient; proceedings under Code are collective and in rem but locus confined to those with direct interest. (Paras 50-55)

Facts of the case:
Appeal under Section 61 against order approving resolution plan in CIRP of corporate debtor commenced on admission of Section 7 petition. Sole creditor approved plan submitted by applicant who was promoter/director of separate company under CIRP since 2020, admission order final up to Supreme Court. Appellant, operational creditor in that separate CIRP, alleged suppression of facts and ineligibility under Section 29A without participating in proceedings before Adjudicating Authority. Plan implemented with full payments to creditors, management handover.

Findings of Court:
Appellant lacks locus as not stakeholder in subject CIRP; no ineligibility established under Section 29A; plan compliant with Section 30(2), approved by 100% CoC vote, implemented; prior upholding of same order in other appeals reinforces finality.

Issues: (i) Whether appellant has locus standi as 'person aggrieved' under Section 61 to challenge resolution plan approval; (ii) whether successful resolution applicant ineligible under Section 29A due to promoter/directorship in company under separate CIRP.

Ratio Decidendi: 'Person aggrieved' under Section 61 demands direct stake in CIRP; Section 29A ineligibility not attracted by mere CIRP pendency against associated company without NPA or formal director disqualification; appellate jurisdiction not for new grounds or unsettling implemented plans; Code prioritises resolution finality.

Result: Appeal dismissed.

Table of Content
1. factual background of afcan and can cirps (Para 1 , 2 , 3 , 4 , 5)
2. sra ineligible under section 29a due to can cirp (Para 6 , 7 , 8 , 9 , 10 , 11 , 12 , 13 , 14 , 15)
3. appellant qualifies as person aggrieved (Para 16 , 17 , 18 , 19)
4. appellant lacks locus; sra eligible (Para 20 , 21 , 22 , 23 , 24 , 25 , 26 , 27 , 28 , 29 , 30 , 31 , 32)
5. rp supports plan approval; no ineligibility (Para 33 , 34 , 35 , 36 , 37 , 38 , 39 , 40)
6. framing issues on locus and section 29a (Para 41 , 42 , 43 , 44 , 45 , 46 , 47 , 48 , 49 , 50)
7. person aggrieved must be cirp stakeholder (Para 51 , 52 , 53 , 54 , 55)
8. appellant judgments inapplicable to facts (Para 56)
9. no section 29a(c) disqualification without npa (Para 57 , 58 , 59 , 60 , 61)
10. no section 29a(e) without formal director disqualification (Para 62 , 63 , 64 , 65 , 66)
11. no new grounds; plan implemented and upheld (Para 67 , 68 , 69 , 70 , 71 , 72)
12. appeal dismissed for lack of locus (Para 73)

JUDGMENT

(20^th March, 2026)

INDEVAR PANDEY, MEMBER (T)

The present Appeal has been preferred under Section 61 of the Insolvency and Bankruptcy Code, 2016 (hereinafter referred to Code) by Malharshanti Enterprises, (Appellant) through its Sole Proprietor Mr. Sunil Pande, assailing the order dated 30.09.2025 passed by the National Company Law Tribunal, Ahmedabad Bench–I (Adjudicating Authority), in IA No. 766/(AHM)/2021 in CP (IB) No. 289 of 2020 whereby the Resolution Plan submitted by Mr. Naresh Sevantilal Shah (Respondent No.1), in the CIRP of Afcan Impex Private Limited (Corporate Debtor) was approved, despite serious objections regarding his statutory ineligibility under Section 29A of the Code.

2. The Appellant contends that the impugned order has been passed without proper judicial scrutiny of material facts relating to Respondent No.1’s status as promoter and director of CAN Enterprises Private Limited, a company already undergoing CIRP before the Hon’ble NCLT, Mumbai Bench, and whose admission order has attained finality up to the Hon’ble Supreme Court. The Appeal therefore arises out of alleged suppression of material facts, misrepresentation before the Adjudicating Authority, and non- consideration of mandatory statutory disqualifications.

Brief facts of the case

3. The brief facts of the case are as given below:

i. CIRP against Afcan Impex Private Limited/ Corporate Debtor commenced pursuant to admission of a Section 7 petition filed by the Bank of Maharashtra. Ld. NCLT, Ahmedabad Bench (Adjudicating Authority), vide order dated 17.02.2021 admitted the petition CP (IB) No. 289/2020 and appointed Mr. Nitin Narang (Respondent No.2) as IRP, who was later confirmed as RP.

ii. Form G was published on 19.06.2021 inviting Expression of Interest, pursuant to which five EOIs were received and three were shortlisted including Respondent No.1.

iii. The CoC, consisting of a sole Financial Creditor /Bank of Maharashtra, on 06.10.2021 approved the Resolution Plan submitted by Respondent No.1 with 100% voting share.

iv. The suspended Board of Directors had preferred an appeal against initiation of CIRP against the CD before this Tribunal, which was registered as Comp. App. (AT) (Ins.) No. 441 of 2021. The appeal was dismissed vide an order dated 11.08.2021. Thereafter, the suspended management challenged the admission order before the Hon’ble Supreme Court in Civil Appeal No. 5580 of 2021. The Hon’ble Supreme Court vide its order dated 01.04.2024 dismissed the aforesaid appeal. During the intervening period when the matter was pending before Hon’ble Supreme Court, there was not much progress in the CIRP proceedings before the Adjudicating Authority.

v. In compliance with subsequent orders of Adjudicating Authority dated 01.10.2024 the SRA filed an affidavit on 11.11.2024 under Section 29A of the IBC, 2016 along with the Resolution Plan submitted by SRA, wherein it has been declared that SRA along with all the SRA connected person are eligible under Section 29A of the IBC. Further, i

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