CMA Harshad Deshpande Vs. Shri Rakesh Kumar Relan (RP) and Anr. - The purpose of prescribing minimum fees is to ensure reasonable professional compensation for functions performed during CIRP. Such provisions cannot be read to mean that the IRP becomes automatically entitled to full professional fees even during a period when the CIRP itself was functioning under substantial judicial restrictions and most statutory functions could not be undertaken.

 NCLAT (2026.05.19)  in CMA Harshad Deshpande Vs. Shri Rakesh Kumar Relan (RP) and Anr. [(2026) ibclaw.in 687 NCLAT, Company Appeal (AT) (Ins.) No. 108 of 2026] held that;-

• The purpose of prescribing minimum fees is to ensure reasonable professional compensation for functions performed during CIRP. Such provisions cannot be read to mean that the IRP becomes automatically entitled to full professional fees even during a period when the CIRP itself was functioning under substantial judicial restrictions and most statutory functions could not be undertaken.

• The Adjudicating Authority neither accepted the stand of the CoC that no fees were payable, nor accepted the claim of the Appellant for full fees at the rate demanded by him. Instead, it attempted to strike a balance between the two competing positions.

• The Adjudicating Authority neither accepted the stand of the CoC that no fees were payable, nor accepted the claim of the Appellant for full fees at the rate demanded by him. Instead, it attempted to strike a balance between the two competing positions.

• The Adjudicating Authority acknowledged that the Appellant had performed certain functions and therefore deserved remuneration. Simultaneously, it also recognized that the CIRP was functioning under serious restrictions and therefore payment of full fees as claimed by the Appellant would not be justified. It is in this background that the Adjudicating Authority directed payment of fees at the rate of Rs. 50,000/- per month along with reimbursement of actual expenses after verification.

• The question of CIRP costs and fee ratification falls within the commercial domain of the CoC, subject of course to judicial scrutiny where the decision is shown to be arbitrary or contrary to law. In the present case, the reduction during the stay period and payment as per the regulations after vacation of stay had direct nexus with the restricted functioning of the CIRP during the relevant period and therefore the same cannot be said to be mala fide or irrational.

Excerpts of the order;

The present appeal has been preferred by the Appellant, CMA Harshad Deshpande, who had been appointed as the Interim Resolution Professional (“IRP”) of the Corporate Debtor, namely M/s Shri Tradco Deesan Private Limited, challenging the Order dated 07.10.2024 passed by the Hon’ble National Company Law Tribunal, Mumbai Bench-V, (Adjudicating Authority) in IA (IBC) No. 4549/2024 in CP (IB) No. 1135/MB/2021. By the said order, the Adjudicating Authority partly allowed the application filed by the Appellant against Respondent No. 1, Shri Rakesh Kumar Relan, who was subsequently appointed as the Resolution Professional (“RP”) of the Corporate Debtor in the place of Appellant, and against Respondent No. 2, namely the Committee of Creditors (“CoC”) of M/s Shri Tradco Deesan Private Limited through State Bank of India, regarding payment of professional fees and reimbursement of expenses incurred by the Appellant during the Corporate Insolvency Resolution Process (“CIRP”).

# 2. The dispute in the present appeal arises from the grievance of the Appellant that despite discharging various statutory duties as IRP throughout the CIRP period, including during the period when this Appellate Tribunal had stayed the constitution of the CoC, the CoC/Respondent No. 2 refused to ratify and pay his professional fees for a substantial duration and further arbitrarily reduced the agreed fee structure. The Appellant has therefore filed this appeal contending that the Adjudicating Authority failed to grant him fees in accordance with the agreed remuneration as well as the minimum fee structure prescribed under Regulation 34B read with Schedule II of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016.

Facts of the Case

# 3. The brief facts of the case relevant to deciding this case are as under:

(i) The Corporate Insolvency Resolution Process against M/s Shri Tradco Deesan Private Limited commenced pursuant to an Order passed by the Adjudicating Authority, under Section 7 of the Insolvency and Bankruptcy Code, 2016 (herein referred to as ‘Code’) on 15.02.2023, whereby the Corporate Debtor was admitted into CIRP and the Appellant/ CMA Harshad Deshpande, was appointed as the Interim Resolution Professional for conducting the insolvency process in accordance with the provisions of the Code and the CIRP Regulations. Following his appointment, the Appellant assumed charge and commenced discharge of statutory duties required under the Code.

(ii) The admission order dated 15.02.2023 was thereafter challenged before this Appellate Tribunal by the Suspended Board of Directors of the Corporate Debtor through Company Appeal (AT) (Insolvency) No. 244 of 2023. During pendency of the said appeal, the Hon’ble NCLAT by an interim order passed on 28.02.2023 stayed the constitution of the Committee of Creditors, while specifically permitting the IRP to continue with collation and verification of claims. The order expressly directed that the IRP shall not constitute the CoC and shall not take further steps except collation and verification of claims.

(iii) The interim stay granted by the NCLAT ultimately was vacated vide order dated 01.09.2023, following which the Appellant proceeded with constitution of the Committee of Creditors in accordance with the Code. Upon constitution of the CoC, the first CoC meeting was convened on 18.09.2023, wherein the members of the CoC resolved to replace the Appellant as the Interim Resolution Professional and proposed appointment of Respondent No. 1, namely Shri Rakesh Kumar Relan, as the new Resolution Professional of the Corporate Debtor.

(iv) Thereafter, during the second CoC meeting held on 10.10.2023, the Appellant sought ratification of the professional fees payable to him for services rendered during the CIRP period. At this stage, representatives of State Bank of India objected to payment of fees for the period during which the constitution of CoC had remained stayed on the ground that according to them no substantial work had been performed during the said period. It was also contended by the representatives of SBI that the Appellant should charge only the minimum fee prescribed under Schedule II of the CIRP Regulations, namely INR 2,00,000/- per month. The Appellant, however, clarified that the fee of INR 2,50,000/- per month had already been agreed between SBI and the Appellant at the time his name was proposed as IRP in Part III of Form-1 and further explained that the fee prescribed under Schedule II was only a minimum benchmark and not a ceiling restricting higher agreed remuneration.

(v) Subsequently, the application seeking replacement of the Appellant as Resolution Professional was allowed by the Adjudicating Authority through order dated 26.10.2023, whereby Respondent No. 1 came to be appointed as the Resolution Professional of the Corporate Debtor. Pursuant thereto, the Appellant formally handed over charge and records of the Corporate Debtor to Respondent No. 1 on 04.11.2023.

(vi) In the third CoC meeting held on 30.11.2023, the CoC ratified the Appellant’s fees only partially. The CoC approved payment of INR 1,25,000/- for the period from 15.02.2023 to 28.02.2023, INR 2,00,000/- for September 2023, INR 2,00,000/- for October 2023, and INR 26,666.67 for the period from 01.11.2023 to 04.11.2023, aggregating to INR 5,51,667/- exclusive of GST. Notably, no fees whatsoever were ratified for the six-month period from 01.03.2023 to 31.08.2023, during which the stay on constitution of CoC had remained operative. The CoC also reduced the Appellant’s fee from the originally agreed amount of INR 2,50,000/- per month to INR 2,00,000/- per month from September 2023 onwards.

(vii) Aggrieved by the refusal to pay fees for the aforesaid six-month period and the unilateral reduction of his remuneration, the Appellant issued a legal notice on 27.03.2024 to the Resolution Professional and the CoC raising objections regarding arbitrary curtailment and non-payment of fees. Despite issuance of the legal notice, the amounts claimed by the Appellant were not released.

(viii) Subsequently, the Appellant approached the Adjudicating Authority by filing IA (IBC) No. 4549/2024 under Section 60(5) of the Insolvency and Bankruptcy Code seeking directions for payment of his professional fees and reimbursement of expenses incurred during the CIRP. In the said application, the Appellant contended that the CIRP process had never been stayed and only constitution of the CoC had been restrained; therefore, he remained entitled to fees for all services rendered during the relevant period. He further asserted that the agreed fee of INR 2,50,000/- per month as well as the minimum statutory fee prescribed under Regulation 34B and Schedule II entitled him to remuneration substantially higher than what was being offered by the CoC.

(ix) During proceedings before the Adjudicating Authority, Respondent No. 1 filed an affidavit-in-reply contending that the Resolution Professional was bound by the decisions and resolutions passed by the Committee of Creditors and therefore could not release any amount beyond what had been approved by the CoC in its meetings. It was specifically asserted that the fee amount of INR 6,50,967/- inclusive of GST had already been ratified by majority vote of the CoC and consequently no further liability could be imposed upon the Resolution Professional beyond the approved amount.

(x) The AA ultimately disposed of IA (IBC) No. 4549/2024 by order dated 07.10.2024. By way of the impugned order, the Adjudicating Authority directed the CoC and the Financial Creditor to reimburse the fees of the Appellant for the period from 28.02.2023 to 01.09.2023 at the rate of INR 50,000/- per month on a pro-rata basis and also permitted reimbursement of actual expenses incurred by the Appellant subject to verification. However, the Adjudicating Authority did not accept the Appellant’s claim for payment at the rate of INR 2,50,000/- per month or at least the minimum fee prescribed under Schedule II of the CIRP Regulations during the period of stay. Aggrieved by the same the Appellant has filed this appeal.

SUBMISSIONS OF THE APPELLANT

# 4. Ld. Counsel for the Appellant submits that the Corporate Insolvency Resolution Process (“CIRP”) against the Corporate Debtor commenced pursuant to the Order dated 15.02.2023 passed under Section 7 of the Insolvency and Bankruptcy Code, 2016 and the Appellant was appointed as IRP. The said admission order was challenged before this Appellate Tribunal in Company Appeal (AT) (Ins.) No. 244 of 2023. While entertaining the said appeal, this Hon’ble Appellate Tribunal, vide Order dated 28.02.2023, directed that the appeal be listed for admission on 11.04.2023 and further directed that, in the meantime, the IRP shall not constitute the Committee of Creditors (“CoC”) and shall not take any further steps except collation and verification of claims. Therefore, the directions issued by this Appellate Tribunal were limited in nature and did not amount to a complete stay of the CIRP proceedings.

# 5. Ld. Counsel submits that the interim protection granted by this Hon’ble Appellate Tribunal was subsequently vacated vide Order dated 01.09.2023. Therefore, from 01.09.2023 onwards, the CIRP proceedings continued without any restriction.

# 6. He submits that during the 03rd CoC Meeting held on 30.11.2023, the CoC itself approved and agreed to pay the fees of the IRP/Appellant for the relevant periods. The fee structure approved by the CoC included an amount of Rs.1,25,000/- for the period from 15.02.2023 to 28.02.2023, Rs.2,00,000/- each for the months of September and October 2023, and Rs.26,666.67 for the period from 01.11.2023 to 04.11.2023, aggregating to Rs.5,51,667/- exclusive of GST. After adding GST at the rate of 18%, the total approved amount came to Rs.6,50,967/-.

# 7. He further that despite having approved the fees payable to the IRP, the Respondent No.02/CoC deliberately refused to pay the fees of the Appellant for the period from 01.03.2023 to 31.08.2023. In view of such refusal, the Appellant was constrained to file IA No. 4549/MB/2024 before the Ld. Adjudicating Authority seeking, inter alia, directions against the CoC for payment of fees payable to the IRP for the aforesaid period. The Ld. Adjudicating Authority partly allowed the said application vide the impugned Order dated 07.10.2025 and directed the CoC to pay fees to the Appellant at the rate of Rs.50,000/- per month during the period from 01.03.2023 to 31.08.2023. However, despite the passing of the said order, the CoC/Respondent No.2 has till date failed to comply with the same and has not paid even the reduced amount directed by the Ld. Adjudicating Authority.

# 8. The Appellant submits that the stand taken by the CoC/Respondent No.2 that the CIRP itself stood stayed during the period from 28.02.2023 to 01.09.2023 is factually and legally incorrect. The Order dated 28.02.2023 passed by this Appellate Tribunal merely restrained the IRP from constituting the CoC and from taking further steps in the CIRP, except for verification and collation of claims. Thus, the CIRP proceedings were not completely stayed. The limited directions were issued only to facilitate settlement discussions between the parties and not to terminate or suspend the CIRP altogether. Therefore, the Appellant continued to discharge his statutory duties during the said period.

# 9. It is submitted that during the aforesaid period, the Appellant actively carried out the work of verification and collation of claims received from various creditors. The Appellant verified and collated claims exceeding Rs.250 crores. This fact has also been specifically recorded by the Ld. Adjudicating Authority in Paragraph 6 of the impugned Order dated 07.10.2025. The Ld. Adjudicating Authority categorically observed that the stay granted by this Appellate Tribunal was limited only to the constitution of the CoC and that the IRP was permitted to continue the functions relating to verification and collation of claims. The Hon’ble Adjudicating Authority further recorded that, after publication of Form-A, the IRP received claims from four financial creditors aggregating to more than Rs.250 crores and also received nine claims from operational creditors. The Hon’ble Adjudicating Authority therefore expressly held that it could not be said that no function was discharged by the IRP during the relevant period.

# 10. Ld. Counsel submits that in view of the above categorical findings recorded by the Hon’ble Adjudicating Authority, the argument advanced by the learned counsel for CoC/Respondent No.2 that no work was performed by the Appellant during the six-month period from 28.02.2023 to 01.09.2023 is wholly untenable and contrary to the material available on record. It is significant that the findings recorded in the impugned Order dated 07.10.2025 have not been challenged by Respondent No.02/CoC. Therefore, the Respondent cannot now dispute the fact that substantial work was in fact carried out by the Appellant during the relevant period.

# 11. Ld. Counsel submitted that Regulation 34-B of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 specifically governs the fees payable to the Interim Resolution Professional and Resolution Professional. Regulation 34-B(2) clearly provides that the fee payable to an IRP or RP appointed on or after 01.10.2022 shall not be less than the fee prescribed in Schedule-II for the period specified therein. The Regulation further provides that while the applicant or CoC may fix a higher amount considering market factors, the minimum prescribed fee cannot be reduced below the statutory threshold. The said Regulation also clarifies that the fee forms part of the insolvency resolution process costs.

# 12. He submits that Schedule-II of the CIRP Regulations prescribes the minimum fee structure applicable to the IRP/RP. As per Table-1 under Schedule-II, where the quantum of admitted claims exceeds Rs.50 crores but is less than or equal to Rs.500 crores, the minimum fee payable is Rs.2,00,000/- per month. Clause 2 of Schedule-II further provides that such minimum fixed fee shall apply from the date of appointment of the IRP/RP till submission of the application for approval of the resolution plan, filing of liquidation application, filing of withdrawal application under Section 12A, or closure of the CIRP, whichever is earlier.

# 13. Ld. Counsel submitted that the List of Creditors filed with the Insolvency and Bankruptcy Board of India (“IBBI”), which forms part of the Appeal Memo, clearly demonstrates that the Appellant admitted claims of financial creditors amounting to Rs.268,40,92,902/- and claims of operational creditors amounting to Rs.10,34,94,352/-. Thus, the admitted claims of the Corporate Debtor were well within the bracket attracting the statutory minimum fee of Rs.2,00,000/- per month under Regulation 34-B read with Schedule-II of the CIRP Regulations. In these circumstances, the direction of the Hon’ble Adjudicating Authority restricting the fees payable to the Appellant to only Rs.50,000/- per month for the period from 28.02.2023 to 01.09.2023 is contrary to the mandatory statutory framework and therefore unsustainable in law.

# 14. It is further submitted that the CoC/Respondent No.2 had itself agreed to pay the Appellant fees at the rate of Rs.2,50,000/- per month. The subsequent reduction of fees to Rs.2,00,000/- per month was applicable only after the interim directions were vacated on 01.09.2023. Therefore, for the period from 01.03.2023 to 31.08.2023, the Appellant is entitled to fees at the rate of Rs.2,50,000/- per month in terms of the resolutions passed by the CoC itself. The Ld. Adjudicating Authority failed to properly appreciate these material facts and consequently committed an error in reducing the fee payable to the Appellant.

# 15. It is submitted by the Appellant that he regularly filed the list of creditors before the IBBI from time to time as and when claims were received and verified. The records filed before the IBBI clearly show that the last claim was received and verified by the Appellant on 16.09.2023. The screenshot of the list of claims produced on record establishes that the Appellant continuously discharged his duties during the relevant period and remained actively engaged in the CIRP process.

# 16. It is submitted that the Appellant undertook extensive work as IRP during the relevant period between 28.02.2023 and 01.09.2023. The Appellant received and processed claims from several creditors including Poonam Pipes, State Bank of India, Encore ARC, Ashapura Fuels Pvt. Ltd., Raj Process Equipments and Systems Pvt. Ltd., Food & Biotech Engineers, B.G. Shirke Construction, HDFC Bank, Axis Bank, and the Deputy Commissioner of State Tax. The Appellant also sent multiple communications seeking additional documents and clarifications for the purpose of claim verification. Various creditors submitted additional documents in response to the communications issued by the Appellant. Therefore, the allegation that the Appellant performed no work during the relevant period is entirely baseless and contrary to the documentary record.

# 17. Ld. Counsel submitted that the Respondent No.2 has relied upon the judgment of this Hon’ble Appellate Tribunal in “IndusInd Bank Ltd. v. Mr. Rajendra K. Bhuta, reported in (2022) ibclaw.in 325 NCLAT”, to contend that no fee is payable during the period of stay. However, the said judgment is clearly distinguishable on both facts and law and has no application to the present case due to following reasons:

(a) It is submitted that in IndusInd Bank Ltd. v. Rajendra K. Bhuta, the admission order initiating CIRP was challenged before the Hon’ble Supreme Court and the Hon’ble Supreme Court granted a complete stay of the insolvency proceedings vide Order dated 26.11.2018 in Civil Appeal No.11020 of 2018. The Hon’ble Supreme Court specifically directed that “there shall be stay of insolvency proceedings in the meantime.” Therefore, there was an absolute and complete stay on the CIRP proceedings in the said matter.

(b) It is submitted that the factual position in the present case is entirely different. In the present matter, this Hon’ble Appellate Tribunal never stayed the insolvency proceedings in entirety. The Appellant was only restrained from constituting the CoC and from taking further steps except verification and collation of claims. Thus, the Appellant continued to perform statutory functions during the relevant period and the CIRP itself remained operational.

(c) It is further submitted that in the judgment relied upon by Respondent No.2, the dispute pertained to the fees of the Resolution Professional after constitution of the CoC, whereas in the present case the dispute concerns the fees payable to the IRP during the stage of verification and collation of claims prior to constitution of the CoC. In the present case, the Appellant demonstrably performed substantial work relating to claim verification and collation, which has already been acknowledged by the Hon’ble Adjudicating Authority in the impugned order itself. Therefore, the ratio of the aforesaid judgment cannot be mechanically applied to the facts of the present case.

Ld. Counsel therefore submitted that the judgment in IndusInd Bank Ltd. v. Rajendra K. Bhuta is clearly distinguishable both on facts and on law and cannot be relied upon to deny the legitimate fees payable to the Appellant for the work actually performed by him during the relevant period.

# 18. Summing up his arguments, Ld. Counsel submitted that the Appellant is legally entitled to fees in accordance with Regulation 34-B read with Schedule-II of the CIRP Regulations and also in terms of the resolutions passed by the CoC itself submitted that the present appeal deserves to be allowed. The impugned Order dated 07.10.2025 deserves to be set aside to the extent it restricts the fees payable to the Appellant to Rs.50,000/- per month for the period from 01.03.2023 to 31.08.2023. Accordingly, this Appellate Tribunal may be pleased to grant the reliefs prayed for in the Appeal.

Submissions of the Respondent No. 1/RP

# 19. Ld. Counsel for the Respondent No.1/ Resolution Professional Shri Rakesh Relan submitted that the substantive reliefs and prayers raised in the Appeal were essentially against Respondent No. 2, namely the Committee of Creditors. The counsel for Respondent No. 1 specifically emphasized that no direct allegations had been levelled against the Answering Respondent in the Appeal and no substantive reliefs had been sought against him. It was therefore argued that the role of the Answering Respondent in the present proceedings was only formal and limited in nature.

# 20. He further submitted that the Answering Respondent had received a legal notice dated 27.03.2024 from the Appellant. Upon receipt of the said notice, the same had been duly communicated by the Answering Respondent to the members of the Committee of Creditors. Thereafter, IA (IBC) No. 4549/MB/2024 came to be filed by the Appellant and a copy thereof had also been duly served upon the Answering Respondent. The counsel submitted that Respondent No. 1 had acted transparently and had kept the Committee of Creditors informed regarding all material communications received from the Appellant.

# 21. The counsel lastly submitted that since no substantive prayers had been sought against the Answering Respondent and no allegations warranting adjudication had been made against him, the Appeal deserved to be decided independently on its own merits as against the concerned parties.

Submissions of Respondent No.2/CoC

# 22. Ld. Counsel for Respondent No. 2/CoC submitted that the Appellant was initially appointed as the Interim Resolution Professional (“IRP”) of Shri Tradco Deesan Private Limited pursuant to the order dated 15.02.2023 passed by the Ld. Adjudicating Authority under Section 7 of the Insolvency and Bankruptcy Code, 2016 admitting the Corporate Debtor into Corporate Insolvency Resolution Process (“CIRP”). It was submitted that thereafter the admission order itself came to be challenged before this Appellate Tribunal by the Corporate Debtor. This Appellate Tribunal, vide order dated 28.02.2023 passed in Company Appeal (AT) (Insolvency) No. 244 of 2023, granted interim protection by directing the IRP not to constitute the Committee of Creditors and not to take further steps except collation and verification of claims.

# 23. Ld. Counsel submits that the Appellant is now deliberately attempting to take undue advantage of the wording of the order dated 28.02.2023 by contending that since there was no express stay of CIRP proceedings, he continued to remain entitled to full fees during the entire period from 01.03.2023 to 31.08.2023. Learned counsel submitted that such interpretation is wholly artificial and contrary to the practical and legal effect of the interim order passed by this Hon’ble Tribunal. It was submitted that once constitution of the CoC was specifically restrained and the IRP was directed not to proceed further except verification and collation of claims, the CIRP itself substantially remained in abeyance. Counsel submitted that any reasonable reading of the interim order would make it abundantly clear that no substantive CIRP work could proceed during the said period.

# 24. Learned counsel further submitted that prior to the interim stay, the Appellant had admittedly carried out certain limited functions such as issuance of public announcement for inviting claims from creditors. It was therefore acknowledged by the CoC that fees for the services actually rendered before the stay period were payable and accordingly the same were ratified. However, after the stay on constitution of CoC came into operation, no effective CIRP functions could legally be undertaken by the Appellant. It was therefore submitted that the Appellant could not claim fees for a period during which he was not discharging substantive statutory duties under the Code. Counsel emphasized that the Appellant was fully compensated for the period during which work was actually performed and there was no arbitrary denial of legitimate remuneration.

# 25. It was further submitted that the interim protection granted by this Hon’ble Tribunal remained in force till 01.09.2023, when the same was vacated. Thereafter, the Appellant proceeded to constitute the Committee of Creditors and subsequently, in the first CoC meeting itself, he came to be replaced by Respondent No. 1 as the Resolution Professional pursuant to the order dated 26.10.2023 passed by the Hon’ble NCLT, Mumbai Bench. Learned counsel submitted that therefore the actual period during which the Appellant rendered effective CIRP services was extremely limited and the fee structure was accordingly rationalized by the CoC on the basis of actual work performed.

# 26. Ld. Counsel then referred to the 3rd CoC meeting held on 30.11.2023 wherein the fees payable to the Appellant were specifically considered and ratified. It was submitted that the CoC, after due deliberation, approved payment of fees for the period between 15.02.2023 to 28.02.2023, September 2023, October 2023 and proportionate fees for the brief period between 01.11.2023 to 04.11.2023. The total amount ratified was Rs. 5,51,667/- plus GST amounting to Rs. 99,300/-, aggregating to Rs. 6,50,967/-. It was specifically recorded in the minutes that the period between 01.03.2023 to 31.08.2023 was covered by the stay order passed by this Hon’ble Appellate Tribunal on constitution of the CoC. Learned counsel submitted that the CoC thus took a conscious commercial decision not to approve fees for the stay period, since no effective CIRP functions were carried out during that time.

# 27. Ld. Counsel further submitted that the Appellant’s fees were also re-adjusted from Rs. 2,50,000/- per month to Rs. 2,00,000/- per month in accordance with the CIRP Regulations and the size of claims collated in the present CIRP. It was argued that under the CIRP Regulations, the IRP may request a higher fee, but such higher fee is ultimately subject to approval of the Committee of Creditors. It was therefore submitted that the CoC was fully within its commercial wisdom and statutory authority in approving a fee of Rs. 2,00,000/- per month instead of Rs. 2,50,000/- per month. Learned counsel clarified that this re-adjustment was made only after constitution of the CoC and was thus a valid exercise of powers by the CoC under the CIRP framework.

# 28. He stated that thereafter the Appellant filed IA No. 4549/MB/2024 before the Adjudicating Authority seeking payment of fees from the CoC. The said application was heard at length by the Adjudicating Authority. Learned counsel submitted that although the CoC had taken a legitimate position that no fees were payable for the stay period due to absence of discharge of statutory duties, the Adjudicating Authority nevertheless exercised equitable jurisdiction and directed payment of Rs. 50,000/- per month on pro rata basis for the stay period from 01.03.2023 to 31.08.2023. It was further directed that actual expenses incurred by the IRP could also be reimbursed upon verification. Counsel submitted that despite this equitable indulgence granted by the Adjudicating Authority, the Appellant has still chosen to challenge the order solely for enhancement of fees.

# 29. Learned counsel submitted that the present Appeal has been preferred by the Appellant mainly on two grounds, namely, firstly, that the CoC could not reduce the fees from Rs. 2.50 lakhs to Rs. 2.00 lakhs, and secondly, that the Adjudicating Authority erred in granting only Rs. 50,000/- per month for the stay period. It was submitted that both contentions are legally untenable and contrary to the statutory scheme governing CIRP costs and professional fees.

# 30. With respect to the Appellant’s reliance on Regulation 34B of the CIRP Regulations, Ld. Counsel submitted that the Appellant cannot invoke the minimum fee structure contemplated under the Regulations because the said provision presupposes active conduct of CIRP proceedings and actual discharge of statutory functions. It was argued that during the subsistence of the stay order, the Appellant was legally incapacitated from performing CIRP-related duties and therefore no legal entitlement to fees arose during that period. Ld. Counsel submitted that the Appellant cannot selectively rely upon the minimum fee provision while simultaneously ignoring the fact that the CIRP itself remained substantially halted pursuant to judicial orders.

# 31. Ld. Counsel further submitted that the direction issued by the Hon’ble Adjudicating Authority granting Rs. 50,000/- per month during the stay period was itself an act of equity and indulgence, since strictly speaking the CoC had resolved that no amount was payable for the said period. It was argued that the Appellant has no vested or statutory right to insist upon payment of minimum fees when admittedly no substantial CIRP work was undertaken during the relevant period. Counsel emphasized that the Hon’ble NCLT had not reduced any fees already approved by the CoC; rather, it had granted an additional equitable amount despite there being no legal obligation to do so.

# 32. It was also submitted that the Appellant has failed to demonstrate any illegality, perversity or arbitrariness in the decision of the CoC approving fees at Rs. 2,00,000/- per month. Learned counsel submitted that Respondent No. 2 has already shown its willingness to comply with the directions passed by the Hon’ble NCLT and to pay Rs. 2,00,000/- per month for the period between 01.09.2023 to 26.10.2023, apart from the fees directed for the stay period and reimbursement of verified expenses. Counsel submitted that the conduct of the CoC throughout has been fair, transparent and fully compliant with the statutory framework.

# 33. Learned counsel further argued that the fees ratified by the CoC for the periods before and after the stay are just, reasonable and in accordance with settled law. It was submitted that several judicial precedents have consistently held that no fees are payable to an IRP for periods during which effective CIRP functions could not be performed due to stay orders or non-constitution of the CoC. Counsel submitted that the present case squarely falls within the same principle because the Appellant admittedly could not undertake substantive CIRP activities during the stay period.

# 34. In support of the above proposition, learned counsel specifically relied upon the judgment of this Hon’ble NCLAT in IndusInd Bank Ltd. v. Rajendra K. Bhuta, wherein it was categorically held that no fees are payable for the period during which insolvency proceedings remain stayed. It was submitted that the claim raised by the Appellant for fees during the stay period is therefore ex facie contrary to the settled position of law laid down by this Hon’ble Tribunal itself.

# 35. Learned counsel further submitted that it is a settled principle under insolvency jurisprudence that fees of an Interim Resolution Professional are not automatic or absolute in nature but are contingent upon actual discharge of functions under the Code. During the period when constitution of the CoC stood stayed, the CIRP itself remained in abeyance and no effective steps could be undertaken. Consequently, the amounts claimed by the Appellant for the said period cannot qualify as CIRP costs under Section 5(13) of the Insolvency and Bankruptcy Code, 2016. Counsel submitted that the Appellant is attempting to convert a conditional professional entitlement into an unconditional right, which is impermissible in law.

# 36. Lastly, learned counsel submitted that the Appellant has deliberately suppressed material facts before this Hon’ble Tribunal, including the limited nature of work actually performed during the stay period, and has attempted to create a misleading impression regarding his alleged entitlement. It was submitted that the Appeal deserves dismissal with costs as the Appellant is seeking unjustified enhancement of fees despite already having received equitable relief from the Adjudicating Authority.

# 37. In light of the aforesaid submissions, learned counsel for Respondent No. 2 prayed that the present Appeal be dismissed with costs, the impugned order dated 07.10.2025 passed by the Hon’ble NCLT be upheld in its entirety, the prayer seeking payment of interest be rejected, and such further orders be passed as this Hon’ble Tribunal may deem fit and proper in the facts and circumstances of the case.

Analysis and Findings

# 38. We have gone through the records of the case including the written submissions filed by the parties and heard the Ld. Counsels at length.

# 39. The present Appeal is confined only to the issue of fees payable to the Appellant during the period when the constitution of the CoC stood stayed by order dated 28.02.2023 passed by this Appellate Tribunal. The validity of the CIRP admission order or the appointment of the Appellant as IRP is not under challenge before us.

# 40. The limited issue for our consideration in this appeal is whether the Learned Adjudicating Authority was justified in directing payment of fees to the Appellant-IRP at the rate of Rs. 50,000/- per month for the period from 28.02.2023 to 01.09.2023, during which the constitution of the CoC remained stayed by this Appellate Tribunal or whether the Appellant is entitled to fees at the rate of Rs. 2,00,000/- or Rs. 2,50,000/- per month for the said period.

# 41. The only question here is whether the limited work performed during a restricted CIRP period would entitle the Appellant to claim full fees at the same rate as payable during a fully operational CIRP.

# 42. The Appellant has argued that the CIRP itself was never stayed by this Appellate Tribunal. According to the Appellant, only the constitution of the CoC and further CIRP steps were stayed, while he was expressly permitted to continue with collation and verification of claims. It has been submitted that during the said period, claims exceeding Rs. 250 Crores were received, examined and collated by him and therefore the contention of the CoC that no work was performed is factually incorrect. The Appellant has further argued that Regulation 34-B read with Schedule II of the CIRP Regulations prescribes minimum fees payable to an IRP and therefore the CoC could not reduce or deny the same. It has also been contended that the SBI itself had initially agreed to fees at the rate of Rs. 2.50 Lakhs per month and could not subsequently reduce the same arbitrarily.

# 43. Per contra, the Respondents have contended that the role and functioning of the Appellant during the relevant period remained substantially restricted because of the interim order passed by this Appellate Tribunal. According to the Respondent, the Appellant could neither constitute the CoC, nor could he take substantive steps in CIRP during the aforesaid period of stay granted by this Appellate Tribunal. It has therefore been argued that the scope of work performed by the Appellant was limited only to collation and verification of claims and accordingly the Learned Adjudicating Authority rightly awarded limited remuneration proportionate to the work actually discharged.

# 44. Having noticed the rival submissions, we must now examine the true effect of the interim order dated 28.02.2023 and the nature of duties which were actually performed by the Appellant during the relevant period.

# 45. This Appellate Tribunal in the CA (AT) (Ins) No. 244 of 2023 involving the same CIRP proceedings of the Corporate Debtor had passed the following order on 28.02.2023

• “ORDER

• 28.02.2023: Learned Counsel for the Appellant submits that after passing of the Impugned Order dated 15.02.2023, Appellant is in continuous dialogue with the Bank for submitting an OTS Proposal and certain correspondence has taken place between the Appellant and the Bank and Appellant is waiting for reply of the Bank for the expected amount and the manner of deposit. Learned Counsel for the Appellant submits that Appellant shall endeavor to enter into settlement and try to liquidate the debt as per decision of the Bank.

• 2. Issue Notice. Learned Counsel for the Bank accepts notice and allowed three weeks ‘ time to file Reply. Appellant may also file Rejoinder within two weeks, thereafter.

• List this Appeal “For Admission” on 11th April, 2023. In the meantime, in pursuance of the Impugned Order, IRP shall not constitute the Committee of Creditors and he shall not take further steps except collation and verification of the claim.”

# 46. A careful reading of the order dated 28.02.2023 passed by this Appellate Tribunal shows that the IRP was specifically restrained from constituting the CoC and from taking further steps in the CIRP except collation and verification of claims. Therefore, the IRP was permitted to take only the specific activity relating to collation and verification of claims. All further actions to be taken in the CIRP were stayed completely and the activities of the IRP stood drastically curtailed.

# 47. Under the normal course of CIRP, an IRP is expected to undertake various statutory and managerial functions including constitution of CoC, conducting CoC meetings, managing the affairs of the Corporate Debtor as a going concern, appointing professionals, supervising operations of the Corporate Debtor and facilitating the overall resolution process. However, because of the interim stay granted by this Appellate Tribunal, most of these functions could not proceed during the period from 28.02.2023 till 01.09.2023 when the stay was vacated.

# 48. It is on record that the Appellant did perform limited function relating to receipt and collation of claims during the aforesaid period. The Ld. Adjudicating Authority has also recorded that the Appellant had received claims from creditors, prepared a list of four Financial Creditors involving claims exceeding Rs. 250 Crores and also processed claims of Operational Creditors.

# 49. In our considered view, the answer to the question of remuneration of IRP during the stay period must necessarily depend upon the nature and extent of functions actually discharged during the relevant period. In this regard, we take a look at the duties to be performed by Interim Resolution Professional which are prescribed in Section 18 and Section 20 of the Code: . . . . . .

# 50. We note from the Section 18 that out of various duties listed in respect of IRP in Section 18, which are given at sub-section (a) to (g), of Section 1; the Appellant was performing only one duty listed in subsection (b) relating to receipt and collation of claims by the creditors during the period of stay granted by this Appellate Tribunal.

# 51. We further note that under Section 20 of the Code the main responsibility of the IRP is the management of operations of the corporate debtors as a going concern during the CIRP. Appellant admittedly could not take control and custody of the assets of the Corporate Debtor during the relevant period and the same occurred only after the interim stay was vacated, this fact was also noticed by the Adjudicating Authority. Further, no CoC meetings could be held and no substantive progress in the resolution process could take place, because of the interim order operating at the relevant time. As we note from the Section 20 of the Code, the main role of the IRP during the CIRP process is to keep the Corporate Debtor running as a going concern. Whereas in this case we note that the CD was being run by the existing management during the period of the stay. Clearly the role performed by the Appellant was extremely limited in comparison to the role of an IRP in normal CIRP proceedings.

# 52. The Appellant has relied upon Regulation 34-B and Schedule II of the CIRP Regulations. However, those provisions cannot be interpreted in isolation from the factual circumstances of the case. The purpose of prescribing minimum fees is to ensure reasonable professional compensation for functions performed during CIRP. Such provisions cannot be read to mean that the IRP becomes automatically entitled to full professional fees even during a period when the CIRP itself was functioning under substantial judicial restrictions and most statutory functions could not be undertaken.

# 53. Once this factual position is appreciated, the reasoning adopted by the Adjudicating Authority becomes clear. The Adjudicating Authority neither accepted the stand of the CoC that no fees were payable, nor accepted the claim of the Appellant for full fees at the rate demanded by him. Instead, it attempted to strike a balance between the two competing positions.

# 54. The Adjudicating Authority acknowledged that the Appellant had performed certain functions and therefore deserved remuneration. Simultaneously, it also recognized that the CIRP was functioning under serious restrictions and therefore payment of full fees as claimed by the Appellant would not be justified. It is in this background that the Adjudicating Authority directed payment of fees at the rate of Rs. 50,000/- per month along with reimbursement of actual expenses after verification.

# 55. In our opinion, such an approach cannot be termed arbitrary or unreasonable. The determination of professional fees in such circumstances is essentially a factual and discretionary exercise which must consider the actual work performed, the stage of CIRP and the surrounding circumstances. Merely because another view may also be possible does not justify appellate interference under Section 61 of the Insolvency and Bankruptcy Code, 2016.

# 56. We also do not find merit in the submission of the Appellant that because fees at the rate of Rs. 2.50 Lakhs per month were initially contemplated, the CoC became permanently bound to continue payment at the same rate irrespective of subsequent developments. The CoC agreed to pay at this rate during the period prior to stay. For the period after the Stay CoC had gone by the rates provided in the regulations. The question of CIRP costs and fee ratification falls within the commercial domain of the CoC, subject of course to judicial scrutiny where the decision is shown to be arbitrary or contrary to law. In the present case, the reduction during the stay period and payment as per the regulations after vacation of stay had direct nexus with the restricted functioning of the CIRP during the relevant period and therefore the same cannot be said to be mala fide or irrational.

# 57. We are also not convinced by the Appellant’s contention that the ratio of the judgement in IndusInd (supra) is not applicable in this case. The Appellants contention is that in the aforesaid matter the Supreme Court had granted complete stay of insolvency proceedings, whereas in this case the appellant was only restrained from constituting the CoC and from taking further steps except collation and verification of claims. He continued to perform his statutory functions during the period of interim stay. As we have noted earlier the appellant perform only one function relating to processing of claims. There was a complete stay on all other activities. The main activity during CIRP relating to keeping the Corporate Debtor functional as a going concern under Section 20 was not in the hands of the IRP, apart from several other activities as listed in Section 18 of the Code. We are of the view that the ratio as laid down by IndusInd (supra) squarely applies to this case.

# 58. We are therefore of the considered opinion that the Adjudicating Authority correctly appreciated the factual matrix and adopted an equitable approach by granting reasonable remuneration proportionate to the functions actually performed by the Appellant during the restricted CIRP period. For the reasons recorded above, we find no material irregularity in the impugned order dated 07.10.2025 passed by the Adjudicating Authority in IA No. 4549/2024 in CP (IB) No. 1135/MB/2021.

# 59. In view of the findings above, we find no merit in the appeal and the same is accordingly dismissed. Pending IA’s, if any, shall stand disposed of. No order as to costs..

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Rajputana Constructions Pvt. Ltd. Vs. Rajasthan Land Holdings Ltd. and Ors. - The Adjudicating Authority had also relied on the judgment of this Tribunal in Indus Ind Bank Ltd. Vs Rajendra K Bhuta in CA(AT)(Ins.) No. 177 of 2022 wherein it was held that the fee of RP cannot be charged for the duration of a stay on CIRP.

 NCLAT (2025.05.16) in Rajputana Constructions Pvt. Ltd. Vs. Rajasthan Land Holdings Ltd. and Ors. [(2025) ibclaw.in 367 NCLAT, Company Appeal (AT) (Insolvency) No. 785 & 853 of 2023] held that.-  

• At a time when there was Rs 7 Cr. in the bank account of the Corporate Debtor while the total claim of the Operational Creditors was merely Rs. 26 lakhs, there was no reason for continuing on with the CIRP proceeding.

• When 100% of the admitted debt of the CoC was being satisfied and yet not being accepted by CoC members, we find that the Adjudicating Authority had not committed any mistake in inferring that there was some other hidden motive on the part of the Operational Creditors to continue with the CIRP.

• It is well settled that IBC is a beneficial legislation intending to bring back the Corporate Debtor on its feet without letting the value of the assets of the Corporate Debtor suffer a beating. Hence CIRP proceedings against the Corporate Debtor, when pursued coercively or mindlessly, it becomes violative of the quintessential spirit of the insolvency resolution framework.

• In the present facts of the case, when the Corporate Debtor had sufficient finances in its kitty and was indubitably in a position to wipe off and repay the operational debt qua the three Operational Creditors who are the only members of the CoC and full liability was proposed to be discharged, there seems to have been no rational basis for the Operational Creditors to decline from accepting their outstanding dues.

• The Adjudicating Authority had also relied on the judgment of this Tribunal in Indus Ind Bank Ltd. Vs Rajendra K Bhuta in CA(AT)(Ins.) No. 177 of 2022 wherein it was held that the fee of RP cannot be charged for the duration of a stay on CIRP.

• While reducing the remuneration payable to the RP to Rs 50,000/- per month from 24.01.2019 to 19.04.2023, the Adjudicating Authority had done so after noting that there was no need for CIRP of the Corporate Debtor to continue since the Corporate Debtor had sufficient funds to discharge the admitted claim of the CoC.

• As the admitted dues of the Operational Creditors when squared off against the liability of proportionate CIRP costs to be borne by the CoC, a balance amount had become recoverable from the CoC and no dues in respect of the admitted claim of the CoC members survived,

Excerpts of the Order;

The present set of two appeals filed under Section 61 of Insolvency and Bankruptcy Code 2016 (‘IBC’ in short) by the Appellants arises out of a common Order dated 20.04.2023 (hereinafter referred to as ‘Impugned Order’) passed by the Adjudicating Authority (National Company Law Tribunal, Jaipur Bench) in IA No. 100/JPR/2020 in CP No. (IB)- 44/9/JPR/2019. By the impugned order, the Adjudicating Authority has terminated the Corporate Insolvency Resolution Process (“CIRP” in short) of the Corporate Debtor and reduced the fees and remuneration payable to the erstwhile Resolution Professional (“RP” in short). Aggrieved by the impugned order, Company Appeal No. 853 of 2023 has been preferred by the Operational Creditor and Company Appeal No. 785 of 2023 has been filed by the RP.

# 2. Coming to the factual matrix of both the cases at hand, the sequence of events and facts which are relevant for deciding the two appeals are as outlined below:

• The Corporate Debtor-M/s Rajasthan Land Holdings Ltd. (“RLHL” in short) was a wholly owned subsidiary of M/s Road Infrastructure Development Company of Rajasthan (“RIDCOR” in short) which was a JV between IL&FS Transportation Networks Ltd. (“ITNL” in short) and the Government of Rajasthan. ITNL had bought the shareholding of the Corporate Debtor from RIDCOR in 2016 which was purportedly transferred to a subsidiary of IL&FS Company Pario Developers Pvt. Ltd. (“Pario” in short) vide Share Purchase Agreement dated 30.06.2017.

• The Corporate Debtor was admitted into the rigours of Corporate Insolvency Resolution Process (“CIRP” in short) on 24.09.2019 basis a Section 9 petition filed by the Operational Creditor-M/s Rajputana Constructions Pvt. Ltd. (“RCPL” in short).

• The RP constituted the Committee of Creditors (“CoC” in short) on 24.10.2019. The CoC comprised only of three Operational Creditors of which the RCPL had a vote share of 89.54% with an admitted claim of Rs 23,97,086/- only. The other two Operational Creditors on the CoC were M/s. HI Line Buildcon Pvt. Ltd. and S. Bhandari & Co. with a claim of Rs 2,20,876/- and Rs 59,000/- respectively. The aggregate admitted claim of the three Operational Creditors was Rs 26,76,962/-.

• The first CoC meeting held on 24.10.2019 had fixed the fee of the RP at Rs 1,00,000/- per month which was later increased to Rs 2,00,000/- per month following a decision taken in the fourth CoC meeting held on 20.03.2020. Subsequently on 11.11.2021, the Adjudicating Authority put a cap on the fees of the RP at Rs 1,00,000/- per month.

• ITNL had preferred a claim of Rs 181 Cr. on 24.12.2019 which was treated as “related-party” financial debt by the RP. The ITNL filed IA No. 100 of 2020 on 02.03.2020 before the Adjudicating Authority challenging the decision of the RP to classify them as a “related-party” in their quest for a seat on CoC.

• On 05.08.2020, the Adjudicating Authority stayed the continuation of CIRP by its interim order on IA No. 100 of 2020 which stay continued until 16.03.2021.

• On 16.03.2021, the Adjudicating Authority had directed the CIRP of the Corporate Debtor to continue under the guidance of Justice (Retd.) D.K. Jain as he was looking after the CIRP process of IL&FS group entity. However as Justice (Retd.) D.K. Jain recused from the said proposal on 24.04.2021, ITNL filed IA No. 374 of 2021 seeking restoration of IA No. 100 of 2020.

• On 26.07.2021, RP filed IA No. 197 of 2021 under Section 66 and 67 of the IBC with regard to fraudulent transaction by the ITNL.

• On 11.11.2021, the Adjudicating Authority capped the fees of RP to Rs 1,00,000/- per month and sought justification for enhanced fees of Rs 2,00,000/- per month.

• On 29.08.2022, IA 100 of 2020 of the ITNL was restored by the Adjudicating Authority.

• On 08.12.2022, the Adjudicating Authority directed the parties to explore the possibility of amicable settlement and on 16.01.2023 directed the RP to convene a meeting of the CoC along with the ITNL for this purpose. RCPL did not attend the meeting of the CoC convened for this purpose. In compliance of the order of 16.01.2023, the RP had convened a meeting of CoC on 23.01.2023 which had to be deferred due to absence of quorum. The Adjudicating Authority on 24.01.2023 again directed CoC meeting to be held on 25.01.2023. The meeting on 25.01.2023 also could not be convened because Appellant had requested for rescheduling of the meeting on the grounds of personal exigency. The seventh CoC meeting was eventually convened on 01.02.2023. During the seventh CoC meeting held on 01.02.2023, the RCPL objected to the proposal of the ITNL despite the offer of the three Operational Creditors in CoC being paid 100% of their dues. Since the RCPL with 89.54% vote share had objected, the RP concluded that the settlement offer will not be considered by the CoC and that the offer of ITNL stood rejected.

• On 20.04.2023, the Adjudicating Authority passed the impugned order terminating the CIRP after noting the malafide conduct of the CoC. The impugned order, inter-alia, reduced the fees of the RP to Rs 50,000/- per month after noting that RP had continued with CIRP when there was no need for conducting the CIRP.

• Aggrieved with the impugned order, the two appeals have been filed. Company Appeal No. 853 of 2023 has been filed by the RCPL assailing the impugned order on the grounds that CIRP of the Corporate Debtor had been erroneously terminated. Company Appeal No. 785 of 2023 has been filed by the erstwhile RP seeking expunction of alleged unwarranted remarks contained in the impugned order on the conduct and performance of RP as well as for reduction of their fees.

# 3. Since the facts and issues are closely intertwined, we would like to consider dealing with both the appeals together. Further, since the contentions of the Corporate Debtor and ITNL largely overlap, we would like to capture their submissions conjointly. Similarly, we would like to club together the submissions made on behalf of RCPL, RP and the two other members of CoC.

# 4. Making their submissions, the Ld. Counsel for RCPL and RP assailing the impugned order contended that RCPL had validly initiated Section 9 application against the Corporate Debtor for an outstanding operational debt of Rs 23.97 lakhs which debt was never disputed by the Corporate Debtor. It is contended by RCPL that even when a notice had been issued by them on 11.01.2019 prior to filing of the Section 9 application seeking payment of the outstanding amount, the Corporate Debtor did not come forward offering to make good the outstanding payment. Post the filing of Section 9 application also, the Corporate Debtor did not make any expression of their intent, willingness or ability to repay the operational debt before the Adjudicating Authority. As regards the role of ITNL, it has been submitted by RCPL that after the admission of the Section 9 application, the ITNL which was a group company of IL&FS submitted a claim of Rs 181.34 Cr. before the RP on 20.12.2019 towards the loan given by it to the Corporate Debtor. The RP acting fairly and transparently had admitted the claim of ITNL as Financial Creditor but did not admit them into the CoC by holding them to be a “related-party”, which fact was also communicated to ITNL on 06.02.2020. ITNL however filed IA No. 100 of 2020 disputing their ‘related-party’ status thus stalling resolution efforts of the Corporate Debtor for over three years. It is thus asserted that though the Corporate Debtor was admitted into CIRP on 24.09.2019, the CIRP proceedings dragged on for many long years not on their insistence but because of ITNL which was trying to position itself on the CoC by filing a claim of Rs 181.34 Cr. It was emphatically asserted that at the stage when the claim of ITNL was admitted, the cash balance lying with the Corporate Debtor was insufficient to meet the ITNLs claim of Rs 181.61 Cr. coupled with the claims of the three Operational Creditors. It was contended by RCPL that as a member of CoC it was responsible for overseeing the interest of all creditors as well as the interest of the Corporate Debtor. Hence, it could not have utilized the funds of the Corporate Debtor for serving its own interests of clearing its own dues from the account of Corporate Debtor which was already under moratorium. It was therefore misconceived on the part of the Adjudicating Authority to hold that the RP and CoC had not taken steps to refund the claims admitted by RP in respect of CoC. Assailing the impugned order, it was contended that the Adjudicating Authority had not only erroneously terminated the CIRP of the Corporate Debtor but also wrongly attributed malafide intent on them. It was also asserted by the RP that on having unearthed certain fraudulent transactions between ITNL, Corporate Debtor and a third party, namely, Kaleidoscope Developers Pvt. Ltd. they filed IA No 197 of 2021 on 26.07.2021 under Sections 66 and 67 of IBC for fraudulent transaction.

# 5. The Ld. Counsel for the RP further submitted that that the RP cannot be held responsible for prolongation of the CIRP. The delay was caused because ITNL kept on litigating for having a seat in the CoC for which purpose it had filed IA No. 100 of 2020. It was contended that ITNL was the controlling and related party of the Corporate Debtor. It was controlling the Corporate Debtor through Pario under a Share Purchase Agreement besides the fact that key managerial persons of ITNL were also serving as directors of the Corporate Debtor. Since the ITNL was a related party in terms of Section 5(24) of IBC, they were not entitled to claim a seat in the CoC in terms of Section 21 of the IBC. Yet the ITNL had continued to pursue their IA for securing a seat in the CoC. Countering the contention that the RP did not take adequate steps to repay the admitted claims, it was submitted that the bank account had merely 3 Cr. at the time of CIRP initiation. Though this amount had later increased to Rs 7 Cr., this sum still fell short of the admitted claim of Rs 181 Cr. of the Operational Creditors and ITNL. Hence, when the CoC and RP was faced with a claim amount which far exceeded the amount available in the account of the Corporate Debtor, it could not have paid off only the Operational Creditors. Further, since no proposal for any settlement or withdrawal under Section 12-A was received from the suspended management of the Corporate Debtor, the RP was bound by moratorium and could not have suo moto paid off the Operational Creditors while ignoring the financial debt of more than Rs 181 Cr. claimed by ITNL. On the issue of their fees and remuneration, it was submitted that remuneration of Rs 1,00,000/- per month had been confirmed by the CoC in their first meeting held on 24.10.2020. However, as the claim amount of the creditors touched a figure of more than Rs 181 Cr., the CoC in its fourth meeting held on 20.03.2020 agreed to enhance the remuneration of the RP from Rs 1,00,000/- to Rs 2,00,000/- per month. It was further contended that Regulation 34-B of the CIRP Regulations prescribed minimum fees of Rs 2,00,000/- per month for RP under Schedule-II and hence their claim for the same fees was justifiable. Though the RP was performing his duties diligently throughout the CIRP process including keeping the Corporate Debtor as a going concern even when CIRP was put on hold, the reduction in fees to Rs 50,000/- per month by the Adjudicating Authority is reflective of punitive action on the RP which has caused prejudice to the reputation of the RP. It was vehemently contended that certain unwarranted and unsubstantiated observations have been made against the RP by the Adjudicating Authority which deserved to be expunged.

# 6. Refuting the contentions of the CoC and the RP, it has been submitted by Corporate Debtor and ITNL that the CoC and RP had colluded to continue on with the CIRP of the Corporate Debtor for a period of four and half years at a time when the Corporate Debtor had ample funds right from the point of inception of CIRP to repay the meagre outstanding debt of the CoC members amounting Rs 26.76 lakhs. It was contended that the Adjudicating Authority had correctly noticed that RCPL and two other Operational Creditors had been offered repayment of the entire dues in the seventh CoC meeting, however, RCPL instead of taking its dues from the RP misused its dominant position in the CoC to insist on continuing with the CIRP of the Corporate Debtor. There are no convincing grounds offered by RCPL as to why they were unwilling to accept the 100% of due payable to it. It therefore becomes clear that RCPL has been harbouring some ulterior and oblique motive to carry on the CIRP proceedings. The refusal on the part of the Operational Creditors to accept their entire operational debt shows that they were not interested in the insolvency resolution of the Corporate Debtor but wanted to subject the Corporate Debtor to CIRP proceedings clearly with some other hidden agenda. Reliance has also been placed on the judgment of the Hon’ble Supreme Court in Swiss Ribbons Pvt. Ltd. Vs UoI (2019) 4 SCC 17 in support of their contention that if the CoC arbitrarily rejects a just settlement, the Adjudicating Authority as well as the Appellate Authority can always set aside such decision. As regards the conduct of CIRP by the RP it was pointed out that as against the debt of CoC of Rs 26 lakhs, the fees of RP was disproportionately high as it far exceeded the total admitted debt of the CoC. CIRP was continued despite CIRP costs touching Rs 73 lakhs which was thrice the size of the total admitted debt of CoC which all goes to show that the RP had continued the CIRP in collusion with CoC to ensure higher billings. The RP had thus continued the CIRP for a period of four and a half years with hefty fees and inflated CIRP costs. On the conduct of the RP, it was asserted that instead of putting a lid on the ongoing CIRP process by paying off the three Operational Creditors who were the only members of the CoC, the RP in collusion with the CoC had meaninglessly lingered on with the CIRP proceedings and in the process incurred an exorbitant expenditure of Rs 73.31 lakhs towards CIRP cost.

# 7. We have duly considered the arguments advanced by the Learned Counsel for all the parties and perused the records carefully.

# 8. The short question which is required to be answered is whether the decision of the CoC to decline the proposal for acceptance of their admitted dues and close the CIRP proceedings is justified and whether the purported role of the RP in dragging on with the CIRP proceedings and in the process incurring an exorbitant expenditure towards CIRP cost was arbitrary and unsustainable.

# 9. It is the case of the CoC and RP that on the recusal of Justice (Retd) D.K. Jain from conducting the insolvency of the Corporate Debtor, it was the ITNL which had once again sought revival of IA 100 of 2020 which led to prolongation of the CIRP proceedings. The IA No. 100 of 2020 was revived on 29.08.2022 and the matter was heard on several occasions. Thus, the conduct of insolvency resolution proceedings of the Corporate Debtor was delayed by almost three to four years because of ITNL unabatedly litigating for their inclusion in the CoC. Thus, when the delay was neither on account of the RP or the CoC, the finding of Adjudicating Authority imputing malafide motives on the RP and the CoC for unnecessarily stretching on with CIRP was contrary to the fact on record and therefore unsustainable. Furthermore, once the CoC had refused to accept the settlement proposed by ITNL, the Adjudicating Authority could not have reviewed the business decision of the CoC and superimposed a settlement on the CoC. It has been contended that the Adjudicating Authority had rejected the reasoning given by the CoC in rejecting the settlement offer merely by recording a cryptic observation that the objections were irrelevant without proper substantiation. It was asserted that the Adjudicating Authority could not have substituted their own wisdom for the commercial wisdom of the CoC.

# 10. When we look at the sequence of events, we notice that ITNL had staked a claim of Rs 181 Cr. on 24.12.2019 which was treated as “related-party” financial debt by the RP. The ITNL thereafter filed IA No. 100 of 2020 on 02.03.2020 before the Adjudicating Authority challenging the decision of the RP to classify them as a “related-party”. Consequent upon filing IA No. 100 of 2020 by ITNL, the Adjudicating Authority on 05.08.2020 had passed interim order directing the RP not to proceed with the CIRP of the Corporate Debtor. In its subsequent order dated 16.03.2021, the Adjudicating Authority observed that the RP had proceeded with the resolution with the Corporate Debtor overlooking some of the major developments that were happening with respect to group insolvency process of IL&FS and its group companies under Section 241 and 242 of the Companies Act. Keeping in view that the present matter also fell under the Group Resolution Approach as had been approved by this Appellate Tribunal, the Adjudicating Authority directed that the resolution of the present Corporate Debtor be carried out under the supervision of Justice (Retd.) D.K. Jain. The Adjudicating Authority had also directed the RP to forward all records/documents relating to the conduct of the resolution process of the Corporate Debtor to Justice (Retd.) D.K. Jain. Pursuant to the recusal of Justice (Retd.) D.K. Jain vide letter dated 24.04.2021 in handling the resolution process of the Corporate Debtor, the ITNL once again sought revival of IA No. 100/2020 which was restored on 29.08.2022.

# 11. When the matter was being heard by the Adjudicating Authority with regard to IA No. 100/2020, the ITNL had submitted a proposal that if the entire claims of the Operational Creditors was settled and the Operational Creditors filed an application for withdrawal of CIRP, in that eventuality, ITNL would also not claim any amount against the Corporate Debtor. While the proceedings in respect of IA No. 100 of 2020 had commenced, it was noticed by the Adjudicating Authority that a substantial amount of approximately Rs 7 Cr. was lying in the account of the Corporate Debtor which was far in excess of the aggregate claim of Rs 26.76 lakhs of the three Operational Creditors who constituted the CoC. The Adjudicating Authority, therefore, directed the RP twice on 16.01.2023 and 24.01.2023 to convene a meeting of the CoC in which all members of CoC as well as ITNL would remain present wherein if the claim of the three Operational Creditors could be settled, an appropriate application for withdrawal of IA No. 100 of 2024 would be filed by ITNL. The order of the Adjudicating Authority on 16.01.2023 also recorded the submission made by ITNL that if the claim of the Operational Creditors was settled and the application for withdrawal of the Section 9 application was filed by the Appellant, ITNL would not claim any amount in the CIRP.

# 12. In pursuance of the order of the Adjudicating Authority on 16.01.2023 and 24.01.2023 two meetings of the CoC were scheduled on 23.01.2023 and 25.01.2023 but could not be held. Eventually the CoC met on 01.02.2023. During this seventh CoC meeting, RCPL conveyed that they would like to refrain from accepting this offer of ITNL. The objections were primarily on the grounds that that the unilateral settlement proposal of ITNL was without the approval and permission from Justice (Retd.) D.K. Jain; that ITNL was not an aggrieved party and did not have locus to offer a settlement; that by way of this unlawful settlement ITNL was seeking closure of the CIRP; the proposal of ITNL was based on utilization of the amount lying in the bank account of the Corporate Debtor which was violative of Section 14 of the IBC; that the Corporate Debtor had indulged in fraudulent and suspicious circular transactions with various related entity of IL&FS group which was under investigation; that ITNL did not follow the process of Section 12-A of IBC in offering the settlement proposal and that IA No. 100 of 2020 had been filed to delay the CIRP of the Corporate Debtor thereby burdening the Corporate Debtor with hefty CIRP expenses besides diminishing the assets of Corporate Debtor. Since the RCPL which had a voting share of 89.54% had specifically refrained from the settlement offer, the RP took the view that there was no point to conduct voting on the proposal of ITNL.

# 13. From the deliberations of the seventh CoC meeting, it becomes clear that RCPL has only raised doubts and questions on ITNL’s locus and standing with respect to the settlement proposal but cleverly skirted to address the more relevant and pertinent question as to why the Operational Creditors were unwilling to claim their dues when it was being fully repaid. When sufficient fund was already available with the Corporate Debtor to liquidate the debt of the Corporate Debtor, we see no cogent reasons offered by the Operational Creditors in declining to accept their entire admitted claim and closing the CIRP. We find that the Adjudicating Authority has relied on the judgment of Hon’ble Supreme Court in the matter of E.S. Krishnamurthy Vs Bharath Hi-Tech Builders (P) Ltd. (2022) 3 SCC 161 wherein it has been clearly held that ultimate purpose of IBC is to facilitate insolvency resolution so as to put the Corporate Debtor back on its feet so as to ensure revival and continuance of the Corporate Debtor. The relevant excerpts of the impugned order are as reproduced hereunder:

• “21. It has been time and again held in various judgments that the primary focus of IBC is to ensure revival and continuance of the Corporate Debtor. The Code is a beneficial legislation which aims to put the Corporate Debtor back on its feet and not a mere recovery legislation. The Hon’ble Supreme Court in the matter of E.S. Krishnamurthy v. Bharath Hi-Tech Builders (P) Ltd., (2022) 3 SCC 161 has held the following:

• “35. Undoubtedly, settlements have to be encouraged because the ultimate purpose of IBC is to facilitate the continuance and rehabilitation of a corporate debtor, as distinct from allowing it to go into liquidation. As the Statement of Objects and Reasons accompanying the introduction of the Bill indicates, the objective of IBC is to facilitate insolvency resolution “in a time-bound manner” for maximisation of the value of assets, promotion of entrepreneurship, ensuring the availability of credit and balancing the interest of all stakeholders. … … …”

# 14. The Adjudicating Authority after having noticed that the Corporate Debtor had sufficient capital/liquidity to meet its debt, went ahead and observed that the CoC and RP should not have gone forward with the CIRP of the Corporate Debtor. The Corporate Debtor had cash balance of Rs 3,68,22,145.11/- on the CIRP admission date which was sufficient to settle the operational debt raised by the Operational Creditor. Further significant resolution proceeds had also been received by the Corporate Debtor in the CIRP of a sister entity of the Corporate Debtor namely Flamingo Landbase Pvt Ltd which was also initiated and controlled by the RCPL. At a time when there was Rs 7 Cr. in the bank account of the Corporate Debtor while the total claim of the Operational Creditors was merely Rs. 26 lakhs, there was no reason for continuing on with the CIRP proceeding. When 100% of the admitted debt of the CoC was being satisfied and yet not being accepted by CoC members, we find that the Adjudicating Authority had not committed any mistake in inferring that there was some other hidden motive on the part of the Operational Creditors to continue with the CIRP.

# 15. The Adjudicating Authority has also rightly adverted attention to inherent powers of the Adjudicating Authority as conferred under Rule 11 of NCLT Rules, 2016 whereby inherent powers can be exercised by the Adjudicating Authority to make orders for meeting the ends of justice to prevent abuse of the process of the tribunal. At this stage it may be useful to notice that the Adjudicating Authority has passed a well-reasoned, comprehensive and detailed impugned order which is as reproduced below:

• “25. We find no reason why the Operational Creditors have not claimed their dues. It is a clear case of some hidden motives and misuse of IBC and apparently gives rise to the suspicion of understanding among certain parties to continue the CIRP for some oblique purpose and till the amount lying in the account of the CD is exhausted as the CoC is not bearing the CIRP expenses.

• 26. It is apposite to refer to Rule 11 of NCLT Rules, 2016 in the present matter.

• “11. Inherent Powers.- Nothing in these rules shall be deemed to limit or otherwise affect the inherent powers of the Tribunal to make such orders as may be necessary for meeting the ends of justice or to prevent abuse of the process of the Tribunal.”

• 28. Section 60(5) gives power to this forum to exercise residuary jurisdiction in matters pertaining to the CIRP of the Corporate Debtor. Moreover, the Hon’ble Supreme Court in the matter of Vallal RCK v. Siva Industries & Holdings Ltd., (2022) 9 SCC 803 has while relying on the judgment of Swiss Ribbons (P) Ltd. Vs. Union of India; (2019) 4 SCC 17 observed the following:

• “20. It could thus be seen that this Court has found that if the CoC arbitrarily rejects a just settlement and/or withdrawal claim, the learned NCLT and thereafter the learned NCLAT can always set aside such decision under the provisions of IBC.

• 24. When 90% and more of the creditors, in their wisdom after due deliberations, find that it will be in the interest of all the stakeholders to permit settlement and withdraw CIRP, in our view, the adjudicating authority or the appellate authority cannot sit in an appeal over the commercial wisdom of CoC. The interference would be warranted only when the adjudicating authority or the appellate authority finds the decision of the CoC to be wholly capricious, arbitrary, irrational and dehors the provisions of the statute or the Rules.”

• 29. The CoC members and the Operational Creditor namely, M/s Rajputana Constructions Pvt Ltd. holding 90% of voting share, present in court were asked to clarify the reason for not accepting their dues to be paid immediately. No satisfactory reply was received on their behalf and procedural issues with regard to the filing of the application for withdrawal of CIRP were raised. The reasons given by the Operational Creditor for not accepting the claim does not hold any practical logical ground. In the circumstances as outlined, the question of fine analysis of any question of related parties becomes redundant.

• 30. It is pertinent to mention that an Application was filed under Section 9 of the Code by the same Operational Creditor namely, M/s Rajputana Constructions Pvt Ltd. against M/s Flamingo Landbase Pvt Ltd., which is a related party to this Corporate Debtor. A credit of Rs 3.29 crore was received by the Corporate Debtor herein namely, M/s Rajasthan Land Holdings Ltd., from the leftover amount of the Resolution Plan of M/s Flamingo Landbase Pvt Ltd., on the same day, in petition numbered as CP No.(IB)-45/9/JPR/2019 i.e. the next number of this petition and the present Operational Creditor was holding almost 100% of voting right in the CoC of M/s Flamingo Landbase Pvt. Ltd. with a claim amount of appx Rs 1.07 crore. In that case also the land was available and this OC has got its full amount. This fact was only revealed when the clarification during hearing was sought regarding the increase of the cash available in the CD’s account during CIRP proceedings by around Rs 3.3 Crores. Now this OC here is not taking its dues here from the RP perhaps with intention to orchestrate and go for resolution, or sell the property, as per its decision since it is holding approx. 90% of voting in CoC. This intent of the OC appears to be malicious.”

# 16. It is well settled that IBC is a beneficial legislation intending to bring back the Corporate Debtor on its feet without letting the value of the assets of the Corporate Debtor suffer a beating. Hence CIRP proceedings against the Corporate Debtor, when pursued coercively or mindlessly, it becomes violative of the quintessential spirit of the insolvency resolution framework. In the present facts of the case, when the Corporate Debtor had sufficient finances in its kitty and was indubitably in a position to wipe off and repay the operational debt qua the three Operational Creditors who are the only members of the CoC and full liability was proposed to be discharged, there seems to have been no rational basis for the Operational Creditors to decline from accepting their outstanding dues. What comes to notice is stubborn reluctance on the part of CoC members to accept the repayment of the operational debt, making it clear that the three Operational Creditors who constituted the CoC were trying to scuttle the resolution of the Corporate Debtor and more interested in pushing the Corporate Debtor into insolvency rather than salvaging the Corporate Debtor from the perils of corporate death. The RCPL with majority stake in the CoC has been trying to take undue advantage of the situation and was being actuated by some other ulterior and dubious motives which had nothing to do with insolvency resolution. This amounts to misuse and abuse of the provisions of IBC. Based on the totality of circumstances, we are convinced that the intent behind continuing of the CIRP proceedings by the Operational Creditor was clearly for reasons other than insolvency resolution.

# 17. This now brings us to the second related question whether the RP was working in collusion with RCPL and CoC in dragging on with the CIRP proceedings and in the process charging hefty fees and ballooning the CIRP costs.

# 18. It is the case of the RP that it had no role to play in the delay with regard to the CIRP proceedings of the Corporate Debtor. It was submitted that ITNL had been litigating for a seat on the COC for more than three years without ever making a proposal to withdraw its claim. Only when ITNL realised that it would not be able to manage a place in the CoC that it floated a proposal relating to withdrawal of its claim and termination of CIRP by paying off the Operational Creditors. In any case the RP could not have proposed for any settlement between the parties as that was not the mandate of the RP under IBC. Moreover, when a Section 66 application was pending against ITNL wherein serious allegations had been raised against ITNL to be a conspirator in the fraudulent and circular transactions duly backed by a report from Independent Transaction Auditors, the settlement offer of ITNL could not have been accepted. It was further emphasised that as RP, she performed all statutory duties, obligations and compliance towards the proper management of the Corporate Debtor. Summarising the various efforts undertaken by the RP in person and through other professionals appointed during the CIRP period, it was pointed out that they had secured income tax refund of Rs 91.92 lakhs for AY 2018-19 and Rs 6.34 lakhs for AY 2015-16 which helped in increasing the bank balance of the Corporate Debtor from Rs 3 cr to Rs 7 cr approximately. The RP took several other steps including contesting the tax assessment of the Corporate Debtor, pursuing the recovery of Rs 48 Cr in fraudulent transactions, work towards reviving struck-off subsidiaries under Section 248 of the Companies Act besides protecting the assets of the Corporate Debtor from legal proceedings. All these tasks were carried out inspite of non-cooperation from the Corporate Debtor which compelled the RP to file IA Nos. 38 of 2020 and 359 of 2020 under Section 19 of the IBC. The RP has been filing all minutes of meetings and timely progress reports of CIRP to the Adjudicating Authority.

# 19. Per contra, ITNL has contended that the RP had conducted CIRP in a malafide manner in collusion with CoC members. It is contended that the Adjudicating Authority had correctly arrived at their categorical finding on the malicious conduct of the RP and failure on her part to have performed the duties in a diligent manner. The RP did not inform the Adjudicating Authority that Corporate Debtor has sufficient funds to discharge the admitted claims of the CoC. There was no reason for continuation of CIRP of the Corporate Debtor by the RP when there was sufficient cash balance. It was contended that during the entire three and half years of CIRP proceedings from 24.09.2019 till 20.04.2023, only seven CoC meetings were held. Further listing out the non-compliance and failure to discharge duties by the RP, it was stated that the RP had failed to file annual returns of the Corporate Debtor with RoC for FY 2018-19 to FY 2022-23. It had also failed to prepare and approve the financial statements of the Corporate Debtor for FY 2018-23 which all amounted to violation of Sections 92, 134 and 137 of the Companies Act, 2013. The RP had also failed to hold AGM of the Corporate Debtor during the CIRP; failed to file income tax returns since 2018-19 and to undertake routine compliances such as filing Form DPT-3 and MSME Forms. The RP had also failed to comply with GST compliances in due time.

# 20. We do not feel it necessary to delve into the rival submissions made with regard to the nitty-gritty of obligations discharged by the RP in the CIRP proceedings. What needs to be seen is whether the RP who is supposed to run the Corporate Debtor as a prudent business person by preserving the all-round interests of all stakeholders lived up to that role appropriately without any arbitrary personal gain. It is an undisputed fact that for an admitted debt of Rs 26 lakhs, the CIRP was allowed to drag on for a four and half years. In contrast to a paltry sum of Rs 26 lakhs of admitted debt, the CIRP cost had inflated to Rs 73 lakhs which was three times the admitted debt of the CoC which on the face of it shows that the Corporate Debtor was burdened with unnecessary and exorbitant expenditure. The CIRP cost had clearly mounted on account of the fees of the RP which was increased from Rs 1,00,000/- to Rs 2,00,000/- per month in the fourth CoC meeting held on 20.03.2020. We also find that the RP had continued to charge fees even when the CIRP had remained stayed from 05.08.2020 to 16.03.2021. The Adjudicating Authority had also relied on the judgment of this Tribunal in Indus Ind Bank Ltd. Vs Rajendra K Bhuta in CA(AT)(Ins.) No. 177 of 2022 wherein it was held that the fee of RP cannot be charged for the duration of a stay on CIRP. We are also inclined to agree with the Adjudicating Authority that the RP had unlawfully charged fees of Rs 7,09,090/- for CIRP stay period from 05.08.2020 to 16.03.2021 which was a period of 7 months and 11 days. This misconduct of the RP is also validated by the fact that the RP had himself filed IA No. 129 of 2021 before the Adjudicating Authority seeking exclusion of the stay period of 7 month and 11 days for the purpose of computation of the duration of CIRP. That being the case, submission of bill for fees by the RP could not have been raised for this period when CIRP stood stayed. It is also been contended by ITNL that Schedule-II which was added to CIRP Regulation 34(B) was applicable to fee of RP for CIRP which was initiated after 01.10.2022 while in the present case the CIRP was initiated on 24.09.2019, hence no reliance could have been placed on Schedule-II of the CIRP Regulations. Seen together it lends force to the contention that the RP has continued the CIRP of the Corporate Debtor just to ensure higher billing inspite of sufficient capital/liquidity being available with the Corporate Debtor to meet its debts. While reducing the remuneration payable to the RP to Rs 50,000/- per month from 24.01.2019 to 19.04.2023, the Adjudicating Authority had done so after noting that there was no need for CIRP of the Corporate Debtor to continue since the Corporate Debtor had sufficient funds to discharge the admitted claim of the CoC. We are of the considered view that the impugned order had not committed any infirmity in directing that RP was to receive only remuneration of Rs 50,000/- per month totalling Rs 21.45 lakhs besides directing the refund of the excess amount of remuneration paid to the RP.

# 21. Besides the fact that CIRP cost have far exceeded the admitted debt of CoC, in the present case, the entire CIRP expenses was being met by utilising the funds of Corporate Debtor without reimbursement by the CoC which was not in conformity with the terms of Regulation 33 and 34 of IBBI (Insolvency Resolution Process of Corporate Persons) Regulations, 2016. It is anomalous and paradoxical that while the CoC was paying the CIRP cost from the resources of the Corporate Debtor, it was reluctant to accept the payment from the Corporate Debtor towards the admitted dues. Hence the order of the Adjudicating Authority is a well-reasoned order directing the CoC members to pay the CIRP cost proportionately. This does lend credence to the contention of the Respondents that there was a calculated strategy on the part of the RCPL as the dominant member of the CoC to retain control over the Corporate Debtor. The Adjudicating Authority has rightly noted that the CIRP was being misused to benefit private interest at the cost of the Corporate Debtor. As the admitted dues of the Operational Creditors when squared off against the liability of proportionate CIRP costs to be borne by the CoC, a balance amount had become recoverable from the CoC and no dues in respect of the admitted claim of the CoC members survived, we are also of the view that the Adjudicating Authority has rightly terminated the CIRP of the Corporate Debtor.

# 22. In view of the reasons stated above, we find no good grounds to interfere with the impugned order. We find both the Appeals to be devoid of merit. The Appeals are dismissed with no costs.

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