NCLAT (20.09.2021) ) In Jayesh N. Sanghrajka Vs. The Monitoring Agency nominated by the Committee of Creditors of Aristo Developers Pvt. Ltd. [Company Appeal (AT) (Insolvency) No. 392 of 2021] held that;
In our view, if the Resolution Professional seeks to have success fee at the initial stage of CIRP, it would interfere with independence of Resolution Professional which can be at the cost of Corporate Debtor. If success fee is claimed when the Resolution Plan is going through or after the Resolution Plan is approved, it would be in the nature of gift or reward.
“Success fee”- term is contrary to what IBBI provided in its Circular dated 16.01.2018 that Insolvency Professional shall render services for a fee which is a reasonable reflection of his work. The fee has to be related to acts performed or to be performed for furtherance of the CIRP, for dues or expenses actually incurred. It has to be directly related to acts done or expenses incurred which are necessary for the CIRP.
The role of the Resolution Professional has to be like a dispassionate person concerned with performance of his duties under the Code for reasonable fees and it cannot be result oriented.
We hold that ‘success fees’ which is more in the nature of contingency and speculative is not part of the provisions of the IBC and the Regulations and the same is not chargeable. Apart from this, even if it is to be said that it is chargeable, we find that in the present matter, the manner in which, it was last minute pushed at the time of approval of the Resolution Plan and the quantum are both improper and incorrect.
Excerpts of the order;
# 1. This Appeal has been filed by the Resolution Professional of Corporate Debtor- ‘Ariisto Developers Pvt. Ltd.’. The Respondent- Monitoring Agency of the Corporate Debtor is formal party.
# 2. The Appeal is filed against observations and findings of the Adjudicating Authority (National Company Law Tribunal), Mumbai Bench in Para 23 of the impugned order dated 23.03.2021 passed in M.A. No. 3714 of 2019 in C.P. (IB) No. 2714 of 2018. By the impugned order, while approving the Resolution Plan submitted by Successful Resolution Applicant- ‘Prestige Estates Projects Ltd.’, the Adjudicating Authority disagreed with the Committee of Creditors (“CoC” for short) which has approved ‘success fees’ to the Resolution Professional of an amount of Rs.3 Crores.
# 3. Impugned Para 23 of the impugned order (Page 59) is as under:-
“23. Even though the plan is approved, we would like to disagree with the decision of the COC wherein it has approved the success fees to the RP. It has been made clear by the Hon’ble NCLAT in the matter of Mr. Devarajan Raman, Resolution Professional Poonam Drum & Containers Pvt. Ltd v. Bank of India Ltd. [Company Appeal (AT) (Insolvency) No. 646 of 2020] that the fees of the RP is not the commercial wisdom of the COC. The following para from the said judgment is hereby reproduced:
“...Fixation of fee is not a business decision depending upon the commercial wisdom of the Committee of Creditors. We accordingly find this appeal lacking merit. The appeal is accordingly dismissed. No costs.”
Therefore, we believe that by disallowing the success fees to the RP, we are not intruding in the commercial wisdom of the COC. Further, we believe the success fees amounting of Rs.3 Crores is unreasonable. Also, it was only in the last meeting of the COC that the fees was claimed. We have been supervising this matter and are aware of all the scenarios since its admission and therefore, are aware that even the RP was uncertain about the success of the Resolution Plan. It was this Bench who had warned the RP time and again and thus, we believe that the success fees is merely an afterthought. We believe that if the RP was so certain, he should have claimed/ asked for the success fees in the beginning itself and now when the plan is approved. It was only in the distribution matrix that he/CoC had approved the success fees to the RP. With this observation, we direct the RP and the CoC to proportionately distribute the said amount of Rs.3 Cr. among the employees/ underpaid operational creditors/unsecured creditors of the corporate debtor and if left, it is to be proportionately distributed among the underpaid operational creditors.”
# 4. Against above part of the impugned order, the present Appeal has been filed. The grievance raised is that the approval of the success fees was a commercial decision of the CoC and the Adjudicating Authority could not have interfered with the same while approving the Resolution Plan and directing distribution of the amount set apart for success fees.
# 5. When this Appeal come up before us, it was noted that the Respondent is the Monitoring Committee and the Appellant claimed that it is formal party. It being more a legal issue, we had observed on 07.06.2021 that it is not necessary to call the response of the Respondent- CoC as the CoC had already (supposedly) expressed itself in the minutes of meeting. We had observed that considering the issue involved, we may appoint an Amicus Curiae.
# 6. Thus, Advocate Mr. Sumant Batra came to be appointed as Amicus Curiae to assist us in the decision of the issue which has arisen in this matter. It is necessary for us to consider whether the ‘success fees’ could be charged, and the manner in which it has been charged.
# 13. . . . . According to the Senior Counsel, only CoC can consider if the success fees is to be paid and what should be the success fees. According to the Learned Senior Counsel, the Adjudicating Authority cannot look into this aspect as it is part of commercial wisdom of the CoC. Another contention is that if the Adjudicating Authority did not agree with the success fees, the Resolution Plan has to be sent back and Adjudicating Authority could not have meddled with the CIRP costs which are part of the Resolution Plan.
# 19. Relying on Regulation 34, Senior Counsel stated that the CoC has to fix the expenses to be incurred by the Resolution Professional and the expenses include fee which will constitute Insolvency Resolution Process Costs.
# 20. Relying on the above, learned Counsel for the Appellant submitted that Para 23 of the impugned order cannot be maintained and the Adjudicating Authority could not have interfered with the CIRP costs which were made part of the Resolution Plan. Referring to the impugned order, Learned Senior Counsel for the Appellant submitted that the Adjudicating Authority did not say that the success fees could not be charged. Learned Senior Counsel referred to the various acts performed by the Appellant to justify the grant of the success fees as approved by the Committee of Creditors.
# 21. Learned Senior Counsel for the Appellant accepted that there is no judgment of the Hon’ble Supreme Court of India which has considered whether or not quantum of fees accepted, is or not a commercial decision.
# 22. Referring to the Judgment relied on by the Adjudicating Authority in impugned order Para 23 in the matter of “Mr. Devarajan Raman, Resolution Professional Poonam Drum & Containers Pvt. Ltd. v. Bank of India Ltd.” [Company Appeal (AT) (Insol.) No. 646 of 2020], Learned Senior Counsel submitted that the facts of that matter were different. It is stated that in that matter the Appellate Authority had set aside the CIRP and directed the Adjudicating Authority to decide the fee to be paid to the Resolution Professional. The Resolution Professional later on found that the fees fixed by the Adjudicating Authority was inadequate and filed another Appeal and at that occasion, this Tribunal stated that fixation of fees is not a business decision depending upon the commercial wisdom of the CoC. Thus, it is claimed that the observations of this Tribunal in that matter could not have been relied on for interfering with the decision of the CoC. Relying on judgments in the matter of “Committee of Creditors of Essar Steel India Limited Through Authorised Signatory vs. Satish Kumar Gupta & Ors.” [Civil Appeal No. 8766-67 of 2019] and “K. Sashidhar vs. Indian Overseas Bank and Ors” [MANU/SC/0189/2019], it is argued that the Adjudicating Authority or this Appellate Tribunal cannot interfere with the commercial decision of the CoC. It is claimed that the success fee approved was part of commercial decision. It is further argued that if the Adjudicating Authority did not agree with the fee approved it should have sent back the Resolution Plan to the CoC.
# 23. We have heard Learned Amicus Curiae also. Learned Amicus Curiae submitted that in the IBC and the Regulations, there is no express provision for grant of success fee. The Learned Amicus Curiae for context made reference to Section 206, Section 5(27) and Section 5(13) of the IBC
# 26. It is stated that there is no express provision in the Code and Regulations prescribing or prohibiting as to the form in which fees can be charged or paid. The Learned Amicus Curiae submitted that a harmonious reading of the relevant provisions of the Code and Regulations makes it clear that the charging of fees by the Resolution Professional and manner/ method of payment shall be subject to the following:-
“a. Approval of the committee of creditors of the corporate debtor ("CCC") by prescribed majority [Refer Regulation 33 of the CIRP Regulations];
b. Fee should be a reasonable reflection of the work necessarily and properly undertaken by RP [Refer Para 25 of Code of Conduct, IP Regulations, page 243 of Vol. 2 of Compilation filed by Amicus Curiae];
c. Fees should not be inconsistent with the applicable regulations [Refer Para 25 of Code of Conduct, IP Regulations page 243 of Vol. 2 of Compilation filed by Amicus Curiae];
d. Fee should be charged in transparent manner; [Refer Para 25 of Code of Conduct, IP Regulations, page 243 of Vol. 2 of Compilation filed by Amicus Curiae.]
e. The RP shall maintain written contemporaneous record of decision taken in respect of fees. [Refer Para 16 of Code of Conduct, IP Regulations, page 243 of Vol. 2 of Compilation filed by Amicus Curiae];
f. The RP shall take reasonable care and diligence while performing his duties associated with charging fees and process associated therewith.; and [Refer Section 208(2) of the Code]; and
g. There shall be item wise disclosure by RP to all stakeholders [Refer Regulation 27 of Code of Conduct, IP Regulations] and to IBBI [Refer Regulation 34A of CIRP Regulations].”
# 27. Referring to the Circular dated 12.06.2018 (Diary No.28625- Document 11, Page 771), it is stated by the Learned Amicus Curiae that this Circular only seeks to guide the stakeholders as to what could constitute “reasonable” in the matter of charging fees. According to him, it does not provide, prescribe, recommend, promote, endorse or sanctify payment of success fees. According to the Amicus Curiae, the claim of the Appellant that this Circular provides for payment of success fees is misplaced. It is stated that the purpose and context of Circular dated 12.06.2018 is entirely different. . . . .
# 28. According to the Learned Amicus Curiae, the provisions as appearing in IBC and as can be seen from Regulations read with the Code of Conduct all indicate that although quantum of fees have not been fixed that the Code and Regulations do intend to control the manner in which Resolution Professional charged fees and according to Learned Amicus Curiae, the quantum of fees payable is a subject which is justiciable before the Adjudicating Authority if it is found to be unreasonable and if the manner, method of payment is inconsistent with the Regulations. The quantum of fees can be fixed by the CoC but it would be subject to scrutiny by the Adjudicating Authority as what is reasonable fee is context specific and it is not part of the commercial decision of the CoC. The CoC exercised commercial decision with regard to Resolution Plan which is required to be approved and although CIRP Costs are required to be paid on priority, the reasonableness of fees is not part of commercial decision. While referring to the judgments relied on by the Learned Senior Counsel for the Appellant, it is stated that these judgments did not bar the jurisdiction of the Adjudicating Authority to review the quantum of fees charged by the Insolvency Professional or what is approved by the CoC. Fees unreasonably high or low or disproportionate can be looked into by the Adjudicating Authority. It is argued that, had this not been so, there would have been no need of Sections and Regulations referred in the Circular harping on transparency and reasonableness and it could have been blankly left for CoC to decide fees, which is not so. The argument is that the intention of legislature is clear from the Scheme and Regulations that the decision of Insolvency Professional and CoC in the matter of fees is subject to checks and balance through the provisions of the Code and Regulations and in the event of imbalance with regard to quantum of fees charged, method of payment being inconsistent with Regulations, it can be reviewed by the Adjudicating Authority. The Learned Amicus Curiae stated that the absence of Regulation quantifying the fee is with the expectation that the market players will self-regulate themselves and behave in a reasonable manner. The IBBI has power to take disciplinary action in the event of misconduct or breach by Insolvency Professional. In the absence of such power with Adjudicating Authority, the matter of fees would be completely unchecked and devoid of scrutiny. Para 30 of the Written Submissions filed by the Learned Amicus Curiae may be reproduced. The same reads as follows:-
“30. There are many decisions in which AA or IBBI has found of charge fees (including success fees) as unreasonable and in contravention of regulations.
[Refer, Mr. Devranjan Raman, Resolution Professional Poonam Drum & Containers Pvt. Ltd. Vs. Bank of India Ltd being Civil Appeal (AT) (IB) No. 646 of 2020 passed by. the Hon'ble NCLAT on 30.07.2020 (refer Pg. 328 of Vol.II of Compilation filed by Amicus Curiae). It was held that fixation of fee of the Resolution Professional is not a business decision depending upon the commercial wisdom of the Committee of Creditors.]
[Parish Tekriwal vs VRG Digital Corporation Pvt. Ltd being IA. No. 1099 of 2020 in C.P. (IB) No. 859 of 2019 passed by the Hon’ble Adjudicating Authority (Mumbai Bench) on 7.01.2021 (refer Pg. 330 of Vol. II of Compilation filed by Amicus Curiae) It was held that fixation of the fees of IRP/RP does not come within the domain of the commercial wisdom of COC and hence is justiciable. The aspect of ascertaining fees of IRP/RP is strictly guided by the mandate and parameters provided by the IBBI vide its Circular dated 12.06.2018 bearing No. IBBI/IP/013/2018]
[Shri Shrikrishna Rail Engineers Private limited vs. Madhucon Projects Limited in C.P (IB) No. 4322/9/HDB/2017 passed by the passed by the Hon'ble Adjudicating Authority (Hyderabad Bench) on 22.11.2017 (refer Pg. 335 of Vol. II of Compilation filed by Amicus Curiae) The Hon'ble Adjudicating Authority was of the view that remuneration quoted by the IRP was quite exorbitant and the same needs to be referred to IBBI. Though there are no prescribed set of Rules and Regulations/Guidelines at present with regard to the fee to be payable to the IRP/RP, the Adjudicating Authority is of the view that the fee quoted by the professionals should be reasonable, commensurate with the work to be handled.]
[Mr. Venkatesan Order No. IBBI/DC/68/2021 dated 5.03.2021 [refer Pg. 339 of vol. II of Compilation filed by Amicus Curiae] Para 3.3.5 of the Order of the Disciplinary Committee ("DC") reiterated "The DC notes that Mr. Venkatesan has allowed inclusion of a success fee clause in the engagement letter with EY for its professional services. It is observed that the same leads to escalation of CIRP costs leading to extra burden being imposed on already stressed CD. The DC further notes that the charging of success fee linked to the recovery of the debt has not been expressly barred. Moreover, the resolution process of CD was not successful and therefore, the inclusion of success fee in the professional fee of EY did not result in any financial stress on the CD. Hence the DC finds that Mr. Venkatesan has not contravened the provisions of the Code or Regulations as alleged.]
[Mr. Vijay Kumar Garg Order No. IBBI/DC/26/2020 (refer Pg. 369 of Vol.II of Compilation filed by Amicus Curiae) It was held CIRP under the Code is a non-adversarial resolution process where the defaulting corporate debtor cedes control to an IP, who responsible for managing the affairs of the company as a going concern and preserving its One of the duties of the RP under the Code is to act with objectivity in his professional dealings by ensuring that his decisions are made without the presence of any bias and also to ensure that all costs incurred during CIRP are reasonable.”
# 29. Referring to the Written Submissions, Learned Amicus Curiae submitted that in cases where the fees fixed were unreasonable, the Adjudicating Authority have stepped in and even disciplinary committee has taken action.
# 32. Having heard Learned Counsel for both sides, we do agree with the Learned Amicus Curiae that Annexures- A and B attached with the Circular dated 12.06.2018 were referred by way of introduction. Learned Amicus Curiae has rightly submitted that what is referred as best practices in Annexure-B is only illustrative but the directions are as given in Paras 6 to 10 of the Circular. We have already referred to the Circular and if these paragraphs are considered, in substance the IBBI has directed the Insolvency Professional that the fee payable to them should be reasonable; that the same should be ‘directly related to and necessary for the CIRP’; that the fee should be determined on an arms’ length basis, in consonance with the requirements of integrity and independence; that it should not include fee or other expenses not directly related to CIRP. Section 208(2) (a) of the IBC requires the Insolvency Professional to take reasonable care and diligence while performing his duties, including incurring expenses. Regulation 34 of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 permits the CoC to fix the “expenses” to be incurred on the Resolution Professional and by the Resolution Professional. The “expenses” are to include the ‘fee’ to be paid to the Resolution Professional. Perusal of such provisions and Regulations clearly indicates a prior consultation of minds at initial stage of CIRP to see as to what is the reasonable fee to be incurred on the Resolution Professional or by the Resolution Professional. Claim of success fee squeezed in at the last moment when the Resolution Plan is being approved is more in the nature of taking a reward or gift than expenditure incurred on or by the Resolution Professional. Reference to term “success fee” in Annexure-B of the Circular dated 12.06.2018 which was view of the ‘Society for Insolvency Practitioners of India’ is a term which is unguided. Rather even the said society has a caveat to it when it mentions that the success and contingency fee is only to the extent that it is consistent with the requirements of integrity and independence of Insolvency Professionals. In our view, if the Resolution Professional seeks to have success fee at the initial stage of CIRP, it would interfere with independence of Resolution Professional which can be at the cost of Corporate Debtor. If success fee is claimed when the Resolution Plan is going through or after the Resolution Plan is approved, it would be in the nature of gift or reward. “Success fee”- term is contrary to what IBBI provided in its Circular dated 16.01.2018 that Insolvency Professional shall render services for a fee which is a reasonable reflection of his work. The fee has to be related to acts performed or to be performed for furtherance of the CIRP, for dues or expenses actually incurred. It has to be directly related to acts done or expenses incurred which are necessary for the CIRP. The role of the Resolution Professional has to be like a dispassionate person concerned with performance of his duties under the Code for reasonable fees and it cannot be result oriented.
# 35. The Learned Amicus Curiae further submitted that the minutes of Item No.5 recorded in 20th CoC meeting that it was the Resolution Professional who brought about the successful Resolution Plan cannot be accepted as a reason for the success fee as provisions of the IBC and Regulations provide that the Resolution Professional is merely a facilitator and it is the CoC members who have to deliberate with the prospective Resolution Applicant and it is their efforts which leads to the Resolution Plan getting settled down so as to be approved. The Amicus Curiae rightly argued that if the minutes of Item No.5 of the 20th CoC meeting are perused, it is a case of approving a big gift for the Resolution Professional which can be only at the cost of Creditors waiting in line and whose percentage of dues would consequently get reduced. It is rightly argued that this would be a bad precedent. The alleged acts performed were handsomely paid for in the month to month “fee’ taken. The success fee given in addition to the big amount of Rs.8 Lakh per-month is only in the nature of gift or reward according to the Amicus Curiae. We agree with the Learned Amicus Curiae.
# 36. The Learned Amicus Curiae submitted that there are many instances of exorbitant charging of fees by the Resolution Professional and the Adjudicating Authority has interfered so as to rationalise the same. In the present matter, at the last stage when Resolution Plan was being approved the Resolution Professional without putting on record necessary particulars for the success fee got the same included. It is argued that although the fees of the Resolution Professional under the provision which requires to pay as CIRP Costs and the Resolution Plan has to have provisions to pay CIRP Costs on priority, this by itself does not make the quantum of the fees of the Resolution Professional a matter of commercial decision. CoC may be approving the fees but as it has to be reasonable under the provisions of the Code and Regulations, it is justiciable. We agree with the submissions of the Learned Amicus Curiae in this regard. When the fees have to be on the basis of the case and work performed or to be performed, the reasonability or otherwise would be justiciable. By pushing in a big amount at last moment in the name of success fees for the Resolution Professional and making it part of CIRP costs at the time of approval of the Resolution Plan does not make the same a commercial decision of the CoC. The Resolution Applicant and other stakeholders, other than those present of CoC would not know what is being hived off from the beneficiaries of the Resolution Plan. Fees payable to IRP/ RP have been made part of CIRP costs so as to safeguard interest of the IRP/ RP. Section 30(2) provides that the Resolution Plan should provide for payment of Insolvency Resolution Process costs in a manner specified by the Board in priority to the payment of other debts of the Corporate Debtor. The protection is to the CIRP costs validly incurred. The interest of IRP/ RP cannot be equated with the interest of the Corporate Debtor and other stakeholders, creditors. Fees cannot be disproportionate to eat into the percentage of other claimants of the Corporate Debtor and the Corporate Debtor about to be resolved. Learned Amicus Curiae has also relied on judgment in the matter of “Alok Kaushik vs. Bhuvaneshwari Ramanathan & Ors.”- [(2015) 5 SCC 787] to submit that the Hon’ble Supreme Court has held that NCLAT has got power to determine fees and expenses etc. payable to a professional. It is stated that in that matter dispute arose with regard to fee payable to registered valuer who had been appointed and not paid fee ratified by CoC, when CIRP was set aside. According to the learned Amicus Curiae, reading the provisions of the Code, Rules and Regulations and taking a conspectus view, no fault can be found with the impugned paragraph of the impugned order.. . . . . . Thus, although the fees of the valuer had been ratified by the CoC, in the facts of the matter where CIRP had been set aside, the Hon’ble Supreme Court held that the Adjudicating Authority has power to determine the amount payable to an expert valuer as an intrinsic part of the CIRP.
# 37. The Learned Amicus Curiae has further rightly pointed out that the Appellant claiming that he had done excessively well to deserve Rs. 3 Crores of success fees, the Adjudicating Authority had made comments as to what was the scenario when it was supervising the CIRP. We have seen the observations of the Adjudicating Authority in impugned para 23 of the impugned order. The Adjudicating Authority was at the ground level monitoring the progress of CIRP and its observations cannot be simply ignored.
# 38. For the above reasons, we hold that ‘success fees’ which is more in the nature of contingency and speculative is not part of the provisions of the IBC and the Regulations and the same is not chargeable. Apart from this, even if it is to be said that it is chargeable, we find that in the present matter, the manner in which, it was last minute pushed at the time of approval of the Resolution Plan and the quantum are both improper and incorrect.
# 39. The argument that the Adjudicating Authority should have sent the matter back to the CoC if it was not approving the success fee deserves to be discarded as the Adjudicating Authority while not accepting the success fee merely asked proportionate distribution which would even otherwise have happened if “success fee” was set aside as the money would become available improving percentage of other creditors’ dues.
# 40. For such reasons, we do not find that there is any substance in the Appeal. The Appeal is dismissed. No order as to costs.
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Can the “success fee” be termed as “other costs directly relating to the corporate insolvency resolution process” ?
ReplyDeleteAnalogy can be drawn towards a contract between a surgeon doctor with a patient for fees to perform the surgical procedure and success fee payable on survival of patient after surgical procedure. This is preposterous. The Code and / or regulations do not explicitly or implicitly provide for payment of success fee for insolvency resolution
Hon'ble Appellate Authority has rightly observed;
ReplyDelete"The role of the Resolution Professional has to be like a dispassionate person concerned with performance of his duties under the Code for reasonable fees and it cannot be result oriented".
The success fee is nothing but a illegal gratification. CD can't be Burdended with such illegal expenses. If COC decide to pay it, they should pay it from their share to be received in CIRP
ReplyDeleteThis judgment clarified the term “Reasonable”
ReplyDeleteWhat is the extent to which a fee should be justified and it must reflect the scope of work and length of work and professional services to be incur.
Success Fee is contingent term where benefits associated with mare possibilities of success of any task even actual cost already recovered by service provider. So this type of REWARD/ GIFT shall not constitute reasonable fee.
Whatever a resolution professional did an charge is under procedure of IBC and wide circulars and guidelines provided to assess fee to be charged by professional but it must be reasonable and have reflection of work.
This judgment clarified the term “Reasonable”
ReplyDeleteWhat is the extent to which a fee should be justified and it must reflect the scope of work and length of work and professional services to be incur.
Success Fee is contingent term where benefits associated with mare possibilities of success of any task even actual cost already recovered by service provider. So this type of REWARD/ GIFT shall not constitute reasonable fee.
Whatever a resolution professional did an charge is under procedure of IBC and wide circulars and guidelines provided to assess fee to be charged by professional but it must be reasonable and have reflection of work.
Disciplinary Committee (IBBI) In the matter of Ms. Charu Sandeep Desai (No. IBBI/DC/77/2021 dated 17th September 202) ordered as under;
ReplyDelete# 5.2.3 Ms. Desai submitted that the mechanism of compensation recognised under regulation 4 of the Liquidation Regulations rewards the liquidator based on the amount realised/ distributed and the time taken which is similar to the success fee model and also the Annexure B of the IBBI Circular no. IBBI/IP/013/2018 dated 12.06.2018 contains an illustrative list of factors to be considered by IPs in determination of what is reasonable cost and reasonable fee also mentions success or contingency fee. Therefore, the IBBI itself has recognized success or recovery-based fee.
Right Sir,
ReplyDeleteMr Sumant Batra ji stressed the success fee as contingent and Reward which can not be equated with Reasonable fee and stress the .... only to the extent that “it is consistent with the requirements of integrity and independence of insolvency professionals”.
You observed right sir..
Right Sir,
ReplyDeleteMr Sumant Batra ji stressed the success fee as contingent and Reward which can not be equated with Reasonable fee and stress the .... only to the extent that “it is consistent with the requirements of integrity and independence of insolvency professionals”.
You observed right sir..