The National Company Law Appellate Tribunal (Chennai Bench) heard two appeals filed by Mr. S. Viswanathan, former Resolution Professional (RP) of Maylari Agro Products Ltd., challenging NCLT Bengaluru's order dated 30.11.2021. The NCLT had dismissed his application for reconfirmation as RP (IA 349/2021) and allowed Canara Bank's application (IA 276/2021) for his replacement with Ms. Shirley Mathew, based on the CoC's 84.6% majority vote.
The Appellant contended that the NCLT violated natural justice by not considering his defence, that no voting sheet was legally required for the unanimous first CoC meeting, and that Canara Bank's application suffered from non-joinder of Karnataka Bank and lack of Power of Attorney. He also sought payment of ₹21.21 lakhs in fees and expenses, and expungement of adverse remarks.
Canara Bank argued that the CoC's commercial wisdom under Section 22 IBC is supreme, citing R.K. Vallal v. Sree Ramkrishna Sponge (P) Ltd., and that the Appellant failed to maintain voting records and delayed convening the second CoC meeting. The new RP had since concluded CIRP with a ₹5.05 crore resolution plan approved unanimously.
The NCLAT held: (i) The Appellant's fee claim requires factual determination by the NCLT, which is the appropriate forum; liberty granted to approach NCLT within two months. (ii) Adverse observations in paragraphs 4, 5, 6, 7, 9, and 10 of the impugned order are expunged as they unnecessarily tarnish professional reputation. (iii) The CoC's decision to replace the RP falls within its commercial wisdom, subject to statutory compliance; the NCLT was justified in respecting the majority view. An RP has no vested right to continue, and must function independently, but not contrary to the Code. (iv) Both appeals disposed of accordingly.
