J U D G M E N T

(Hybrid Mode)

[Per: Arun Baroka, Member (Technical)]

1. This Appeal under Section 61(1) and (4) of the Insolvency and Bankruptcy Code, 2016 ("Code") has been preferred by Mr. Rajesh Mehru, an Insolvency Professional ("Appellant"). The Appellant assails the Order dated 30.01.2026 ("Impugned Order") passed by the Adjudicating Authority (National Company Law Tribunal, Chandigarh Bench-II) in I.A.(IBC)(Liq.)/5/CH/2024 in C.P.(IB) No. 63/CHD/PB/2019. By that order, the Adjudicating Authority directed liquidation of M/s Macro Dairy Ventures Private Limited ("Corporate Debtor"). It also appointed Mr. Rajeesh Gupta ("Respondent No. 2") as Liquidator, choosing him independently from the IBBI panel. This was done even though the sole member of the Committee of Creditors ("CoC"), Punjab National Bank ("Respondent No. 1"), holding 100% voting share, had already recommended the Appellant for that very office.

:

Factual Background

2. By Order dated 30.11.2022, the Adjudicating Authority admitted the Section 7 application filed by Respondent No. 1. It declared a moratorium under Section 14 of the Code and appointed Mr. Krishan Vrind Jain as Interim Resolution Professional ("IRP") of the Corporate Debtor.

3. In the 4^th CoC meeting held on 10.05.2023, the CoC resolved, with 100% voting share, to replace the IRP with Mr. Anand Sonbhadra as Resolution Professional ("RP"). The Adjudicating Authority confirmed this appointment on 20.07.2023. It is undisputed, and confirmed by the Impugned Order itself, that the Appellant was never appointed IRP or RP of the Corporate Debtor at any stage.

4. In the 8^th CoC meeting dated 21.11.2023, the CoC resolved, again with 100% voting share, to initiate liquidation under Section 33(2) of the Code. It also approved sale of the Corporate Debtor as a going concern under Regulations 32 and 32A of the Liquidation Regulations. The choice of Liquidator was deferred to a later meeting.

5. By letter dated 23.01.2024, Respondent No. 1, being the sole CoC member, informed the Appellant of his proposed appointment as Liquidator and sought his written consent. The Appellant furnished his consent, along with the disclosures required under the Liquidation Process Regulations, on 30.01.2024.

6. On 30.01.2024, the erstwhile RP filed I.A.(Liq.)/5/CH/2024 under Section 33(2) of the Code, seeking initiation of liquidation.

7. In the 9^th CoC meeting dated 01.02.2024, the CoC unanimously approved the Appellant's appointment as Liquidator, again with 100% voting share, and fixed his fee under Regulation 4 of the Liquidation Process Regulations. This resolution was reaffirmed in the 17^th CoC meeting dated 09.10.2024, where the CoC also approved the estimated liquidation cost and the fee payable under Regulation 4.

8. This Tribunal has examined the certified copy of the Impugned Order placed on record, running to eight pages, to verify precisely what it records regarding the CoC's choice of Liquidator. That examination requires correction of a factual premise that might otherwise be assumed.

9. The Impugned Order, at paragraph 2(xii), refers to the 9^th CoC meeting only for a limited purpose: to note the estimated liquidation cost and the fee structure fixed for the Liquidator under Regulation 4, at a discount of 55% on the applicable rates. It records that the fee was fixed "as per the consent form and as confirmed / decided by the COC Members in the 9^th COC Meeting."

10. Nowhere in the Impugned Order, including in this reference to the 9^th CoC meeting, does the Adjudicating Authority record, name, or otherwise advert to the CoC's recommendation of the Appellant as Liquidator.

11. This Tribunal therefore records, as a matter of fact borne out by the Impugned Order itself, that the Adjudicating Authority did not acknowledge the CoC's recommendation of the Appellant and then override it. Rather, the Impugned Order proceeds as though no such recommendation existed at all, and selects Respondent No. 2 independently from the