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2026 Supreme(Online)(NCLT) 3588
NATIONAL COMPANY LAW TRIBUNAL
Prabhat Kumar, Technical Member, Sushil Mahadeorao Kochey, Judicial Member
Solapur District Central Cooperative Bank Limited – Appellant
Versus
Neehal Pathan – Respondent
IA(I.B.C)/2318(MB)2026|C.P. (IB)/366(MB)2024
For the Appellants/Petitioners: Raghunath Sarangpani
For the Respondents: Shawn Fernandes, Ashwini Chindarkar
The Adjudicating Authority, under Section 22 of the Insolvency and Bankruptcy Code, 2016, is empowered to replace an Interim Resolution Professional upon receiving a proposal from the Committee of Creditors, especially when the incumbent fails to secure the requisite majority of votes for confirmation as the Resolution Professional.
Headnote:The present application is filed under S. 22 of the Insolvency and Bankruptcy Code, 2016 for the replacement of the Interim Resolution Professional (IRP) appointed during the Corporate Insolvency Resolution Process (CIRP). The applicant holds a majority stake in the Committee of Creditors and asserted that the IRP failed to secure the requisite votes for appointment as Resolution Professional (RP) and exhibited a lack of diligence. The Bench observed that the IRP failed to secure majority support and that allegations regarding the conduct of the CIRP were pending, justifying the appointment of a replacement. The core issue before the Court was the legality of the replacement of the IRP under S. 22(3)(b) of the Code following a failed vote in the Committee of Creditors. The Tribunal reasoned that where the Committee of Creditors resolves to replace the IRP, the Adjudicating Authority must facilitate the appointment of a proposed RP upon receipt of written consent. Given the lack of confidenceexpressed by the majority creditors and the existence of other pending applications regarding the IRP’s performance, the Court found it in the interest of the corporate insolvency process to appoint the new professional. The application is allowed, and the new Resolution Professional is appointed with directions for the immediate transfer of all records and data from the erstwhile IRP.
| Table of Content |
|---|
| 1. procedural background and application for replacement of irp due to failed majority vote. (Para 1 , 2 , 3 , 4 , 5 , 6 , 7) |
| 2. court's interpretation of section 22 allowing replacement based on committee majority and performance concerns. (Para 8 , 9 , 10 , 11) |
| 3. directions for handover of assets, duties of the new rp, and final disposal of the application. (Para 12 , 13 , 14 , 15) |
ORDER
IA(I.B.C)/2318(MB)2026 in C.P. (IB)/366(MB)2024
1) Mr. Raghunath Sarangpani, Authorised Representative appearing on behalf of the Applicant/ Solapur District Central Cooperative Bank Limited is present. Mr. Shawn Fernandes, Ld. Counsel for the Respondent No. 8 and Ms. Ashwini Chindarkar, Ld. Counsel for the Resolution Professional are present.
2) The present Interlocutory Application has been filed by the Applicant/ Solapur District Central Cooperative Bank Limited, under Section 22 of the Insolvency and Bankruptcy Code, 2016, for replacement of the Interim Resolution Professional.
3) Record reveals that this Bench, vide order dt. 27.06.2024, initiated Corporate Insolvency Resolution Process against the Corporate Debtor and appointed Mr. Neehal Pathan herein as an Interim Resolution Professional (IRP).
4) It is submitted that the Committee of Creditors, in their First Meeting held on 08.04.2026, agreed to have all Resolution put for E-voting. It is further submitted that one item put for e-voting was
"Resolved that the COC be and hereby approve the appointment of Mr Neehal M Pathan, /RP to act as the Resolution Professional (RP) during CIRP process with fees of Rs 2,00,000/- per month or part thereof (excluding all applicable taxes and out of pocket expenses)".
It is averred that this Resolution was voted in favour by only 8.29% of the Members. The rest either voted against (57.87%), or abstained (11.2%) or did not participate in the voting (22.64%).5) Therefore, the Respondent No 1 has not secured the requisite votes to continue as the Resolution Professional and the Applicant is here before this Tribunal for immediately relieving Respondent No. 1 from his post and duties and consequently seeking appointment of another Insolvency Professional, Ms. Bhuvaneshwari Ramanathan, as the Resolution Professional in the Corporate Insolvency Resolution Process of the Corporate Debtor.
6) The Applicant humbly submits that the appointment of Ms. Bhuvaneshwari Ramanathan as Resolution Professional for the Corporate Insolvency Resolution Process of the Corporate Debtor be considered, and she is also empaneled with the Respondent Banks, thus none of the Respondent Banks i.e. Respondent No. 2 to 7, constituting majority of CoC members, shall have any objection to her appointment.
7) Ld. Counsel for the Respondent No. 8, M/s Mohandas Chhataram, who holds only 8.29% vote share in CoC, appears and submits that he is having some objection and thus, seeks some to place on record their objection stating that the Application is not maintainable and is not in consonance with Section 22 of the Insolvency and Bankruptcy Code, 2016.
8) Heard Ld. Counsel for the Applicant and perused the material on record.
9) It is relevant to read Section 22 (3)(b) of the Insolvency and Bankruptcy Code, 2016. The same is quoted below for the convenience:
Section 22-Appointment of resolution professional.
(1)….
(2)….
(3)Where the committee of creditors resolves under sub-section (2)— (a)… (b) to replace the interim resolution professional, it shall file an application before the Adjudicating Authority for the appointment of the proposed resolution professional along with a written consent from the proposed resolution professional in the specified form.
10) Thus, the Applicant, being the largest stakeholder in the COC of the Corporate Debtor, holding 32.19% shares in the COC, has recommended the appointment of Ms. Bhuvaneshwari Ramanathan as Resolution Professional of the Corporate Debtor, through this present Inte
