The Insolvency and Bankruptcy Board of India Disciplinary Committee found multiple lapses by an insolvency professional in conducting CIRP, particularly in a real estate project. The professional failed to ensure complete and verifiable disclosure of material information in the Information Memorandum (IM), including audited financial statements and project-specific details, and could not substantiate that such data was available through the Virtual Data Room. Additionally, he failed to file the IM with CIRP Form-3, delayed the first Committee of Creditors (CoC) meeting beyond statutory timelines, and showed inconsistent interpretation of legal provisions. A significant delay in filing avoidance applications further undermined statutory compliance, as reliance on external factors and advisors did not absolve responsibility. The Committee also noted delayed circulation of meeting minutes, reflecting lack of transparency. These cumulative failures violated duties of diligence, transparency, and compliance, leading to disciplinary action against the professional.
INSOLVENCY AND BANKRUPTCY BOARD OF INDIA
(Disciplinary Committee)
Order No. IBBI/DC/311/2026 Dated: 30 March 2026
This Order disposes of the Show Cause Notice (SCN) No. COMP-11015/27/2024-IBBI/877/477 dated 24.07.2024 issued to Shri Hitesh Goel, who is an Insolvency Professional (IP) registered with the Insolvency and Bankruptcy Board of India (IBBI/Board) having Registration No. IBBI/IPA-001/IP-P01405/2018-2019/12224 and a Professional Member of the Institute of the Chartered Accountants of India ICAI (IIIP-ICAI).
1. Background
1.1 M/s Supertech Limited (CD-1) was admitted into Corporate Insolvency Resolution Process (CIRP) vide its order dated 25.03.2022 by NCLT, New Delhi, Bench-VI , on an application filed by the Financial Creditor (Union Bank of India) under Section 7 of the Insolvency and Bankruptcy, Code, 2016 (Code), wherein Shri Hitesh Goel was appointed as the Interim Resolution Professional (IRP) and subsequently confirmed as the Resolution Professional (RP). Subsequently, directors of the suspended board of the CD -1, filed an appeal before the National Company Law Appellate Tribunal (NCLAT) against the admission of the CD into the CIRP. The NCLAT stayed the constitution of the CoC vide its order dated 12.04.2022. Later on, the NCLAT vide its order dated 10.06.2022 vacated the stay order and ordered the CIRP only for Eco Village 2 (EV-2) project and further directed that all other projects apart from the EV-2 Project would proceed as an ongoing project under the overall supervision of the IRP.
1.2 The order dated 10.06.2022 of the NCLAT was challenged before the Hon’ble Supreme Court. The Hon’ble Supreme Court vide its order date 11.05.2023 did not interfere with the directions of the NCLAT regarding projects other than EV-2. Regarding EV-2, it observed that any process beyond voting on the resolution plan should not be undertaken without specific orders of the Hon’ble Supreme Court. The order of the DC deals with the alleged contraventions of Shri Hitesh Goel for the CIRP period of EV-2 prior to the SCN dated 24.07.2024, i.e., when the EV-2 project was under CIRP as per the extant NCLAT order dated 10.06.2022 and the Hon’ble Supreme Court order dated 11.05.2023.
1.3 M/s Nobility Estates Private Limited (CD-2) was admitted into the CIRP on an application filed under Section 7 of the Code by Ask Trusteeship Services Private Limited and the AA vide its order dated 24.11.2023 appointed Shri Hitesh Goel as the IRP. Later, directors of the suspended board filed an appeal before the National Company Law Appellate Tribunal (NCLAT) against the admission of the CD into the CIRP. The NCLAT reserved the order on 06.12.2023 and stayed the constitution of the CoC till the judgement is delivered. Subsequently, the NCLAT vide its order dated 10.01.2024 dismissed the appeal, upholding the admission order passed by the AA.
1.4 The Board received complaints against Shri Hitesh Goel, both, with respect to Eco Village 2 project which is under CIRP as well as with respect to projects other than EV-2. The Board also received complaint against Shri Hitesh Goel with regard to CIRP of CD-2. The Board in exercise of its powers conferred under Section 218 of the Code read with Regulations 7(1) and 7(2) of the IBBI (Inspection and Investigation) Regulations, 2017 (Investigation Regulations), appointed an Investigating Authority (IA) to conduct investigation regarding the allegations made against Shri Hitesh Goel in the complaints in both the CDs.
1.5 The IA served the notice of investigation to Shri Hitesh Goel as per Regulation 8(1) of the Inspection and Investigation Regulations, on 29.05.2024. Thereafter, reminders were sent to Shri Hitesh Goel vide emails dated 01.06.2024, 03.06.2024. 06.06.2024 and 18.06.2024. In response thereof, Shri Hitesh Goel submitted the information vide email dated 18.06.2024. The IA sent certain queries vide emails dated 19.06.2024, 21.06.2024 and 25.06.2024, to which Shri Hitesh Goel provided reply vide emails dated 21.06.2024, 24.06.2024 and 25.06.2024 and 28.06.2024. After considering the reply, the IA submitted the Investigation Report to the Board.
1.6 On perusal of the findings in the investigation report, the Board formed a prima facie view that Shri Hitesh Goel had contravened the provisions of the Code and the Regulations made thereunder and issued the SCN to Shri Hitesh Goel on 24.07.2024. The SCN alleged contraventions of several provisions of the Code, Insolvency Resolution Process for Corporate Persons Regulations, 2016 (CIRP Regulations) and IBBI (Insolvency Professionals) Regulations, 2016 (IP Regulations). The reply of Shri Hitesh Goel to the SCN was received on 07.08.2024.
1.7 The SCN and the reply of Shri Hitesh Goel to the SCN were referred to the Disciplinary Committee (DC) for disposal of the SCN. Shri Hitesh Goel requested to avail opportunity of personal hearing before the DC. The personal hearing of Shri Hitesh Goel was held on 02.09.2025 through virtual mode wherein he appeared along with his Advocate Shri Abhishek Anand and also submitted additional submissions subsequent to the hearing.
2. Alleged Contraventions, Submissions of Shri Hitesh Goel and Findings of the DC.
The contraventions alleged in the SCN, oral and written submissions by Shri Hitesh Goel and analysis and findings of the DC are summarized as follows:
In the matter of Supertech Limited (CD-1)- EV-2 Project
2.1 Failure to Disclose Material Information in the Information Memorandum (IM).
2.1.1 The Board observed that Shri Hitesh Goel had failed to disclose certain material information with regard to the Eco Village II project in the IM. The information that was missing from the IM with regards to the various towers of the project were as follows:
a. Status of the pending or completed towers or units,
b. Value of unsold inventory,
c. Details of occupation status of the launched towers and
d. Details/status of Occupancy Certificates
2.1.2 Further, Regulation 36(2)(c) of Insolvency Resolution Process for Corporate Persons Regulations, 2016 (CIRP Regulations) inter alia states that IM shall contain:
“audited financial statements of the corporate debtor for the last two financial years and provisional financial statements for the current financial year made up to a date not earlier than fourteen days from the date of the application.”
2.1.3 The Board observed that while Shri Hitesh Goel had provided the provisional financial statements of the CD as on 31.03.2021 and 25.03.2022, respectively in the IM, he failed to provide the audited financial statements of the CD for the year 2020-21 as was required under the aforementioned provisions of the CIRP Regulations.
2.1.4 In view of the above, the Board held the prima facie view that Shri Hitesh Goel had contravened Sections 208(2)(a) and (e) of the Code, Regulation 36(2)(c) of the CIRP Regulations, Regulations 7(2)(a) and (h) of the IP Regulations read with Clause 14 of Code of Conduct specified in First Schedule to IP Regulations..
2.2 Submissions by Shri Hitesh Goel.
Brief Overview and Current status of the Supertech Process and an overview of the complexities associated with the process.
2.2.1 Shri Hitesh Goel submitted that CD-1 was admitted into CIRP on 25.03.2022, following an application filed by Union Bank of India. On 12.04.2022, the NCLAT granted a stay on the constitution of the Committee of Creditors (CoC) in response to an appeal filed by the CD-1’s promoter. Subsequently, on 10.06.2022, the NCLAT passed an interim order which defined and outlined the scope of the process that had to be followed qua the CD-1. The Hon’ble Supreme Court on 11.05.2023, directed that specific directions from the Supreme Court be sought for any actions to be taken regarding Project EV-II post-voting on the resolution plan. Therefore, the ongoing activities at Supertech Limited including those for Project EV-2 do not fall into the category of a ‘traditional CIRP for which there exist relevant rules and regulations. On the contrary, the process at Supertech Limited is a ‘Test’ as also mentioned by the NCLAT in its order and is a novel way of the NCLAT trying to guide a process for the ultimate benefit of homebuyers whose houses needed to be constructed. It is a NCLAT run process and is not a process on which the CIRP Regulations and other applicable rules and regulations can be applied to stricto sensu. Paragraph 23 of the NCLAT Order acknowledges that the process at CD-1 is a ‘test’ process and even for Project-EV-11 the participation of the ex-management has not been excluded.
2.2.2 He further submitted that even with regard to utilisation of funds lying with the CD-1 in its 30% RERA Account(s) the NCLAT has specifically mentioned that the utilisation of such funds would be as per its orders, which in a traditional CIRP would have been as per the discretion of the RP and the CoC. The constitution of CoC for EV-2 is itself unique, as the CoC and the RP were directed by the NCLAT to work in cooperation with the ex-management. The NCLAT has deliberately said that no resolution plan can be put up for the CoC voting without its approval, which meant that the process is not a CIRP but rather a test process devised and run by the NCLAT. The Promoter was directed to arrange funds for the process and the CoC discretion in a traditional CIRP to accept such funds was curtailed by the NCLAT Order as it specified that such funds shall be treated as ‘interim finance’. The NCLAT order dated 10.06.2022 clearly specified that towards expenses to be incurred, leave of the NCLAT had to be obtained and for EV-2 where the CoC was constituted, the CoC’s approval had to be obtained for expenses. The direction of the NCLAT to the IRP to submit regular status reports establishes that the CD-1’s process is not a traditional CIRP but rather a test process being run under the aegis of the NCLAT.
2.2.3 Shri Hitesh Goel submitted that through table 1.5.4 and table 1.5.5 at page 12 of the IM, the detailed information on the completion status of 18 towers, including the percentage of handover for each, along with details regarding sold units, units handed over, and the status of Occupancy Certificates (OC) were mentioned. Further, the IM was shared via a virtual data room (VDR) where comprehensive project details were uploaded and made accessible. Section 8.1 of the IM, titled “Key Selling Propositions/Key Investment Highlights” outlines the key details such as the number of residential and commercial towers, launched and unlaunched towers, unsold shops and amenities. At the end of Section 8.1 at page 19, the IM stated, “Details shall be made available on VDR” details of which are as follows:
- Annexure A6- Screenshot of VDR folder, providing general overview of information uploaded on VDR.
- Annexure A7- Screenshot of VDR folder, providing overview of Project Related Information uploaded on VDR.
- Annexure A8- Screenshot of providing detail of tower wise inventory/units and receivables.
- Annexure A9- Financials of Supertech Limited uploaded on VDR.
- Annexure A10- Providing overview of folder, wherein the data pursuant to queries raised
by PRAs were uploaded. In relation to the specific issues raised in relation to the IM, it was submitted that the first IM, along with the corresponding data, was uploaded on the VDR on 03.08.2022. Subsequently, in the second round of the Form G process, the IM was further updated and uploaded on the VDR on 20.08.2023 and 31.08.2023, while the other folders remained unchanged.
Status of the pending or completed towers or units:
2.2.4 The folder titled “Details of Sold and Unsold Data,” as referenced in Annexure A8, contained information on unsold units, including their super area and type (residential or commercial). This folder also included details of sold units and the receivables due against them. Additionally, the folder titled “Details of Fit-Out Units,” as mentioned in Annexure A8, provided information on units that was handed over to the allottees by Supertech Limited. A combined reading of these two folders provided which units were completed and which were not by Supertech Limited. Hence, it was submitted that status of pending or completed towers or units was provided along with the IM.
Value of unsold Inventory:
2.2.5 Details of unsold units were provided through VDR in the folder named “Details of Sold and Unsold Data”. The same was mentioned in Annexure A8. The rate of sale for these unsold inventories were determined by the registered valuers and formed part of the valuation report. As per the Code, as it existed on the date of issuance of IM, the valuation report could not have been disclosed to the prospective resolution applicants (PRAs), accordingly value of unsold inventory was not uploaded on the VDR. Further, as far as the CoC was concerned, they had access to the valuation report. It was further submitted, that it was for the PRA to provide its own estimation of value of unsold inventory and as the RP, he had provided the PRA with all the relevant data in respect of unsold inventory, except the rates at which these unsold inventories could had been sold. Furthermore, the Resolution Applicant – Voyants Solution Private Limited in Annexure 5 at Page 97 of its resolution plan, provided its own estimation of value of Unsold Inventory of Project EV-2.
Details of occupation status of the launched towers:
2.2.6 The details of units which were handed over was provided in folder “Details of Fit out Units ” which was part of Annexure A8.
Details/Status of Occupancy Certificates
2.2.7 Page no. 12 of the IM, specifically at table 1.5.4. and table 1.5.5. mentioned the 18 towers which were completed and mentioned that OC was received for these 18 towers. For the remaining 24 towers of the launched phase, it was mentioned in table 1.5.5 of the IM that no OC was received.
2.2.8 Shri Hitesh Goel submitted that he had included all the material information concerning the Project EV-2 in the IM. Further, the IM at page 19 specifically provided that for further details the PRA and the CoC may refer to the VDR. It was further submitted that a VDR was employed for the dissemination and management of confidential information throughout the resolution process to the stakeholders. The VDR is a standard tool utilized by IPs to centralize and safeguard all relevant data while preserving confidentiality. The CoC for Project EV-2 had approved the expenditure for VDR services, and they also had the access to the VDR. Moreover, incorporating all project data directly into the IM is impractical due to the variety of formats in which data was maintained, such as Excel and PDF. Although PDFs can be merged, integrating Excel data with a PDF-based IM is unfeasible. Additionally, combining PDFs increases the IM’s size, which poses challenges given that most banks’ email servers restrict file sizes to 2-3 MB. Therefore, utilizing the VDR for distributing the IM and associated data is essential. Furthermore, the data on VDR was being regularly updated from time to time and notifications of such updates were sent by email to all stakeholders who had VDR access. The VDR is particularly crucial in resolution process involving real estate allottees, as it provides a feature requiring users to accept a confidentiality undertaking before accessing data. The VDR also includes a watermark on downloaded PDF files, indicating the name of the user who accessed the data, which facilitates tracking of any potential leakage of confidential information. For these reasons, the IM and VDR are interrelated and should be considered together
2.2.9 He further submitted that at Page 16 of the IM, after table 2.2.2. a note was provided which stated that “Project EV-II is not a separate legal entity and therefore the financial statements prepared for the same are provisional and are prepared for internal purposes only. The same has not been audited for any year”. The NCLAT vide its order dated 10.06.2022, ordered constitution of the CoC only in respect of Project EV-2 and not for the entire CD. Further, as per the order dated 10.06.2022 of the NCLAT, Shri Hitesh Goel was to proceed with issuance of IM, Form G, request for resolution plans (RFRP), etc. only in respect of Project EV-2 and not the entire CD. Hence, for the resolution process of Project EV-2, it was the project which was the CD. Project EV-2 is a real estate project rather than a separate legal entity. Consequently, the CIRP Regulations applicable to traditional CIRPs, which involve a distinct CD, may not be directly applicable to a project that is not a body corporate and does not have its own separate legal status. Additionally, the project-specific resolution process framework was established by the NCLAT, and the Code or the CIRP Regulations do not outline specific procedures or regulations tailored to project-wise resolution process. Furthermore, in respect of the audited financials for the entire CD, the same were uploaded on VDR. Audited fmancial statements of CD were provided for FY 2015, 2016, 2017, 2018, 2019, 2020 and 2021 through VDR and the extracts of financial statements pertaining specifically to Project EV-II was incorporated in the text of the regulatory IM itself.
2.3 Analysis and findings of the DC.
2.3.1 The DC notes that the CD-1 M/s. Supertech Ltd. was admitted to CIRP on an application filed by Union Bank of India under Section 7 of the Code by order dated 25.03.2022 of the AA. The same order also appointed Shri Hitesh Goel as IRP of the CD-1 as a whole. The order of the AA dated 25.03.2022 was challenged before the NCLAT by the directors of the suspended board of the CD-1. The NCLAT observed in its order dated 10.06.2022 as follows:
“23. In the facts of the present case and keeping in view the submissions raised by the Learned Counsel for the parties, we are of the view that in VIRP ‘ Process, Project- Wise Resolution to be started as a test to find out the success of such Resolution.”
2.3.2 The directions of the NCLAT related to the EV-2 project were as follows:
i. “The Interim Order dated 12th April, 2022 continuing as on date is modified to the extent that IRP may constitute the CoC with regard to the Project Eco Village II only.
ii. After constitution of CoC of Eco Village II Project, the IRP shall proceed to complete the construction of the project with the assistance of the ex management, its employees and workmen.
iii. With regard to the Eco Village II Project, the IRP shall proceed with the completion of the project, Resolution and shall be free to prepare Information Memorandum, issue Form —G, invite Resolution Plan however no Resolution Plan be put for voting without the leave of the Court.
iv. All receivables with regard to the Eco Village II Project, shall be kept in the separate account, earmarked account and detail accounts of inflow and outflow shall be maintained by the IRP.”
v. That all other projects of the Corporate Debtor apart from Eco Village II Project shall be kept as ongoing project. The Construction of all other projects shall continue with overall supervision of the IRP with the assistance of the ex-management and its employees and workmen.
vi. The promoter shall infuse the funds as arranged by it in different projects which shall be treated as Interim Finance regarding which detail account shall be maintained by the IRP.
vii. No account of Corporate Debtor shall be operated without the counter signature of the IRP. All expenses and payments in different projects, shall be only with the approval of the IRP. All receivables in different projects shall be deposited in the account as per ‘RERA’ Guidelines and 70% of the amount shall be utilized for the construction purpose only. With regard to the disbursement of rest of the 30 %, appropriate direction shall be issued subsequently after receiving the status report and after hearing all concerns.
viii. The IRP shall obtain approval of the CoC which is directed to be constituted for Eco Village II Project and incur all the expenses regarding the said projects and further incur the expenses accordingly.
ix. With regard to the expenses to other projects for which no CoC has been constituted, IRP is at liberty to submit a proposal for payment of various expenses including `CIRP’ expenses to this Tribunal.
x. The Promoters of the Corporate Debtor shall be at liberty to bear any expenses as requested by the IRP without in any manner utilizing any of the funds of the Corporate Debtor
xi. Let the IRP submit a further Status Report within six weeks from today regarding Eco Village II Project and all other projects.
xii. The Parties are at liberty to file an I.A. for any direction/clarification in the above regard.”
The above directions clarify that the EV-2 project was to be carried as per the CIRP provided under the Code and its underlying regulations.
2.3.3 With regards to the submission of Shri Hitesh Goel that the process for EV-2 was a “test process” and not a conventional CIRP, the DC notes that the NCLAT heard the appeal arising from the order delivered by the AA in respect of the application filed by the Union Bank of India under Section 7 of the Code. As such, the process very much remains under the ambit of the IBC framework and Shri Hitesh Goel had been given responsibilities by the NCLAT by virtue of the fact that he was registered as an IP with IBBI and later appointed as the IRP by the AA. The statutory obligations under the Code and its Regulation will thus continue to be applicable for Shri Hitesh Goel as the IRP and he was required to exercise the highest standard of diligence within the overall framework of IBC and related regulations/rules. The directions of the NCLAT, even if they prescribe a modified procedure or enhanced supervision, cannot be construed as permitting any dilution of these statutory responsibilities. The DC has gone through the order of NCLAT and nowhere in the order, it is mentioned that provisions of the Code and Regulations are relaxed or diluted for the purpose of running of the insolvency procedure for the EV-2 project. In fact, paragraph 23 the NCLAT states that “The IRP shall separate the claims received with regard to the Eco Village II Project and prepare an `Information Memorandum’ accordingly and proceed for meeting of the CoC as per the Code. It is further directed that even for Eco Village II Project, the IRP shall carry the Project and continue the project as ongoing project by taking all assistance from the ex-management, employees, workmen etc.” Moreover, Section 24 of the Code also provides that the directors, partners of the CD may attend the meetings of CoC, but shall not have any right to vote in such meetings and shall not invalidate proceedings of such meeting. Thus, it remained the IRP’s duty to ensure that disclosures in the IM were complete, timely, and accurate, so that stakeholders were not deprived of material information by virtue of the contention of Shri Hitesh Goel that the EV-2 was a test process.
2.3.4 The DC has perused the IM and notes the submissions of Shri Hitesh Goel regarding the underlined tables
(a) Tables 1.5.4 and 1.5.5 at page 12 of the IM contained information regarding 18 completed towers, including the percentage of handover, sold units, and details/status of Occupancy Certificates (OC);
(b) Section 8.1 of the IM provided an overview of the project’s key features and amenities, with a note expressly directing stakeholders to a Virtual Data Room (VDR) for detailed information; and
(c) various annexures (A6 to A10) were produced as screenshots of VDR folders, purportedly demonstrating that all relevant project-wise information, including sold/unsold data, fit-out units, and financial statements, had been made available to stakeholders.
2.3.5 The DC further notes that while reliance on a VDR may be a practice in CIRPs, in large real estate matters, the RP bears full responsibility to ensure that the IM, whether standalone or read conjointly with the VDR, contains all material information as mandated under Regulation 36(2) of the CIRP Regulations, including audited financial statements for the preceding two financial years and provisional financials for the current year.
2.3.6 The DC notes that initially the RP has produced screenshots of the VDR folders (Annexures A6—A10). However, when asked about the data during the personal hearing, he submitted the said folders which were there in the screenshot to demonstrate that relevant data was uploaded. However, these screenshots do not contain any verifiable information as to the date of upload or the exact contents of the files. In the absence of such contemporaneous evidence, it could not be verified that the material information was actually available to the prospective resolution applicants at the relevant time and stage of the process. The inability to demonstrate the timing and completeness of disclosures through reliable records creates a substantive gap, undermining the transparency and integrity expected in the CIRP.
2.3.7 The DC observes that the audited financial statements of the CD for FY 2020-21 were not incorporated in the IM, although Shri Hitesh Goel submitted that the audited statements of the CD for multiple years, including FY 2020-21, were uploaded on the VDR. However, it was not substantiated by him that these documents were available in the VDR at the relevant time. The DC further notes that even during the personal hearing, when specifically asked to demonstrate that these documents were accessible to the PRAs at the relevant time, the RP was unable to furnish any evidence such as system-generated logs, email notifications, or any other document(s) that could conclusively establish that the audited financial statements were indeed uploaded and available to the PRAs at the relevant time.
2.3.8 The DC further observes that Regulation 36(2) envisages the IM, as circulated to the stakeholders, is to be substantially self-contained to the extent necessary for a resolution applicant to take an informed decision. The CIRP Regulations do not envisage a dilution of disclosure obligations merely by substituting detailed annexures with generic folder references. In the absence of such contemporaneous evidence, it was not verifiable that the said audited statements and other project-specific data were indeed available to PRAs at the relevant time.
2.3.9 In context of the observation made in above paragraph 2.3.3, the DC notes that that nondisclosure or incomplete disclosure of material information in the IM directly undermines the integrity of the resolution process. The very purpose of the IM is to enable a prospective resolution applicant to form a fair, realistic and fully informed assessment of the viability, feasibility, risks and commercial potential of the project. Any gaps such as absence of audited financials, incomplete tower-wise data, unclear inventory position, or missing OC details, impair the ability of a SRA to evaluate the intrinsic value of the project. This affects the quality of resolution plans received, suppresses valuation, discourages participation from credible applicants, and may result in sub-optimal or unsuccessful resolution. In real-estate CIRPs, where viability is intrinsically linked to project progress, unsold inventory and receivables, the consequences of non-disclosure are even more severe. Accurate and complete disclosure is therefore not a procedural formality but a substantive requirement essential to maximizing value and ensuring that interest of all stakeholders, including homebuyers, are duly protected.
2.3.10 In view of the above discussion, the DC finds that Shri Hitesh Goel did not discharge his duty with the degree of completeness and transparency expected under Regulation 36(2) of the CIRP Regulations read with the Code and the IP Regulations on the pretext of a test case. Also, the non-production of verifiable evidence of VDR content and timing creates a material gap in establishing compliance with statutory disclosure requirements. Accordingly, the DC holds the contravention.
2.4 Failure to file the Information Memorandum (IM) along with the CIRP Form-3 with the Board.
2.4.1 Regulation 40B of the CIRP Regulations mandates the filing of the IM, inter alia, along with CIRP Form-3 with the Board. However, it was observed by the Board that Shri Hitesh Goel failed to file the IM with the Board along with CIRP Form-3 as was required under Regulation 40B of the CIRP Regulations.
2.4.2 In view of the above, the Board held the prima facie view that Shri Hitesh Goel had contravened Sections 208(2)(a) and (e) of the Code, Regulations 40B of CIRP Regulations and Regulations 7(2) (a) and (h) of IP Regulations read with Clause 14 of the Code of Conduct specified in First Schedule to IP Regulations.
2.5 Submissions by Shri Hitesh Goel.
2.5.1 Shri Hitesh Goel submitted that he became aware of the non-attachment of IM only after it was brought to his attention by the Board. The CIRP Form-3 was filed by him on 16.08.2022 approximately two years ago, and to the best of his recollection and information available, he had uploaded all required files, including the IM and its necessary annexures, at the time of submission. It is possible that a technical glitch prevented the CIRP Form-3 from being uploaded or from being transmitted from the computer system to the servers of the Board. The CIRP Form-4, which was filed later, includes all relevant annexures such as the RFRP and the Expression of Interest (EOI), which are issued after the IM stage and hence it is highly unlikely that RFRP, EOI etc. was attached but IM was not. Further, the CIRP Forms 1, 2, 3, 4, 6 and 7 have been dully submitted along with annexures. Therefore, he submitted that the IM not being transmitted was a mere technical glitch and was not an oversight on his part. Furthermore, due to the bifurcation of the project into “Eco Village -2” and “Non-Eco Village” as per the order issued by the NCLAT on 10.06.2022, he sought permission from Board to add a separate assignment for Project EV-2 on the IBBI portal. This request was made with the foresight of potentially handling distinct resolution process for each project in the future, necessitating potential project wise filings of CIRP forms. As a result of this bifurcation, the submission of CIRP Form-3 was delayed by 6 days and was submitted on 16.08.2022. The reason for the delay was the “Delay in receipt of approval for adding assignment on the IBBI portal” and the said reason is captured in CIRP Form-3. It is possible that this delay, combined with the addition of a new assignment, may have contributed to technical errors on the concerned portal. He submitted that this is the first instance where the non-attachment of the IM has been brought to his attention. During the renewal process for the authorization for assignment (AFA), the IPA (IIIPI-ICAI) requested a copy of CIRP Form-3 and CIRP Form-4 since they were unable to find these form on the IBBI portal, which then he duly provided. At that time also, no discrepancies regarding the attachment of the IM were identified or communicated to him. Hence it is apparent that the non-attachment was not a deliberate omission or an oversight and was rather due to circumstances beyond his control and no prejudice was caused to any stakeholders due to this technical glitch.
2.6 Analysis and Findings of the DC.
2.6.1 The DC notes that the Regulation 40B of the CIRP Regulations mandates the filing of CIRP Forms with the Board within the prescribed timelines, including CIRP Form-3 along with the IM. The requirement is aimed at ensuring transparency and contemporaneous oversight over the conduct of the CIRP.
2.6.2 Though Shri Hitesh Goel pleaded that he uploaded the IM and its annexures while filing CIRP Form-3 and that any missing attachment may have been due to a technical glitch and that the omission was inadvertent, the DC finds these explanations unconvincing. First, regarding the plea of a “technical glitch,” the DC notes that, as per the RP’s own submission, the IPA (IIIPI-ICAI) was unable to locate CIRP Form-3 on the IBBI portal. This itself indicates that the possibility cannot be ruled out that the documents were not available on the portal at the relevant time, which explains why the IPA could not trace them. However, be that as it may, the issue before the DC is not about the date of filing or traceability of the CIRP Forms but specifically the RP’s failure to attach the IM. The RP was under a clear obligation to ensure that the IM was duly uploaded, and the failure to do so constitutes a lapse irrespective of the technical reasons now being cited.
2.6.3 The DC further notes that in the CIRP, Form-3 was filed with the Board on 16.08.2022. Further, in CIRP 3, column H, the date of submission of IM to members of the CoC is mentioned as 03.08.2022. The DC has gone through the email dated 03.08.2022 through which the IM was shared. The text of the email dated 03.08.2022 present as follows:
“Accordingly, the Provisional Information Memorandum, along with the annexures, has been uploaded on the Virtual Data Room (“VDR’) and the viewing access has been provided to all the Financial Creditors, including Homebuyers. However, the downloading rights will be provided only after execution of the physical Confidentiality Undertaking (“CU’) by the banks and the Authorized representative of the Homebuyers, on a stamp paper of appropriate duty. The format of the CU has already been shared separately over email.”
While the IM, as placed on record available with the Board, mentions on its first page as “Original Date: 19th August 2023” and “Updated IM: 30th August 2023”, the IM shared to the CoC members vide email dated 03.08.2022 was not final. Hence it appears that the provisional IM was given to the CoC members which is not in accordance with Regulation 36(4) of the CIRP Regulations which provides that “The resolution professional shall share the information memorandum after receiving an undertaking from a member of the committee to the effect that such member or resolution applicant shall maintain confidentiality of the information and shall not use such information to cause an undue gain or undue loss to itself or any other person and comply with the requirements under sub-section (2) of section 29.”
2.6.4 Thus, the provisional version of the IM shared through the VDR cannot be regarded as valid circulation of the IM to the CoC members within the meaning of Regulation 36 of the CIRP Regulations. Even if the IM uploaded on the VDR was final, the explanation furnished by the RP is inconsistent. While on one hand, the RP attributes the non-attachment of the IM in CIRP Form-3 to a “technical glitch” on the IBBI portal, on the other hand, he simultaneously asserts that the issue was never brought to his notice and it may have been an inadvertent oversight. These two explanations are mutually contradictory. A technical glitch presupposes that the IM was uploaded correctly by the RP but failed due to a system error, whereas an oversight presupposes that the IM was never uploaded by the RP in the first place. Both cannot be true at the same time. This inconsistency weakens the credibility of the justification and indicates an absence of contemporaneous records or diligence expected of an Insolvency Professional. The IM must be duly filed along with CIRP Form-3. The RP failed to demonstrate, through verifiable evidence, that the IM was in fact uploaded at the relevant time.
2.6.5 The DC, therefore, finds that Shri Hitesh Goel failed to comply with the mandatory requirement of Regulation 40B of the CIRP Regulations to file the IM along with CIRP Form-3. This failure, coupled with an explanation that is inconsistent, constitutes a serious lapse in professional conduct. Hence, the DC holds the contravention.
2.7 Failure to Conduct the First Meeting of the CoC as per the Prescribed Timeline.
2.7.1 The CIRP of the CD was initiated on 25.03.2022, however, the NCLAT stayed the constitution of the CoC on 12.04.2022. Eventually, vide its order dated 10.06.2022, the NCLAT vacated the said stay on the constitution of the CoC and ordered for CIRP of the Eco Village II project of the CD-1. Pursuant to the said order dated 10.06.2022 of the NCLAT, the RP filed report for constitution of the CoC before the AA on 20.06.2022.
2.7.2 Section 22(1) of the Code states that the first meeting of the CoC shall be conducted within 7 days of the constitution of the CoC. Further, Regulation 40A of the CIRP Regulations states that the 1st meeting of the CoC shall be conducted within 30 days of initiation of the CIRP. However, the 1st meeting of the CoC was held on 13.07.2022. i.e. 23 days after the constitution of the CoC. Further, the 1st CoC meeting was held after 33 days from the date of the NCLAT order vacating the stay order.
2.7.3 In view of the above, the Board held the prima facie view that Shri Hitesh Goel had contravened Sections 22(1), 208(2)(a) and (e) of the Code, Regulation 40A of the CIRP Regulations, Regulations 7(2)(a) and (h) of the IP Regulations read with Clause 13 and 14 of Code of Conduct for Insolvency Professionals, specified in First Schedule to IP Regulations.
2.8 Submissions by Shri Hitesh Goel.
2.8.1 Shri Hitesh Goel submitted that on 20.06.2022 (i.e., within 10 days from the NCLAT Order), alongside filing the CoC constitution report with the NCLT, he also filed an application for the appointment of an Authorized Representative (AR). Given that this case involved 2,709 real estate allottees with a 54.75% voting share during the first CoC meeting, it was essential that they be represented in the CoC through an AR. In this regard, he referred to Section 21(6A)(b) of the Code, which stipulates that “… the interim resolution professional shall make an application to the Adjudicating Authority along with the list of all financial creditors, containing the name of an insolvency professional, other than the interim resolution professional, to act as their authorized representative who shall be appointed by the Adjudicating Authority prior to the first meeting of the committee of creditors.” Therefore, in compliance with Section 21(6A)(b) of the Code, he filed the application with the AA for the appointment of an AR and waited for the AR to be appointed before conducting the Pt CoC meeting. The order confirming the appointment of AR was issued by the AA on 05.07.2022 and subsequently uploaded to the website of the NCLT on 06.07.2022. Accordingly, he promptly scheduled the first CoC meeting within 7 days of receiving the order confirming the appointment of the AR.
2.8.2 He further submitted that this period coincided with the summer vacations of the NCLT for that particular year (13.06.2022-30.06.2022 with 01.07.2022, being a restricted holiday and 02.07.2022 and 0307.2022 being a Saturday and Sunday respectively) Immediately upon reopening, he ensured that his advocate mentioned the application for appointment of the AR before the AA and got the same heard as soon as possible., Moreover, in the Discussion Paper on Amendments to the CIRP Regulations dated 19.06.2024, on page 4 of this discussion paper it was mentioned that the Board proposes allowing the AR to attend the CoC meetings once the IRP submits the application for the AR’s appointment to the AA. It is therefore evident that there exists a lacuna as to whether the first CoC meeting can be held without the appointment of the AR of homebuyers. Shri Hitesh Goel took the most conservative view as per Section 21(6A) of the Code, which provides that the first meeting shall be held only after the appointment of the AR. This was also relevant in the factual situation of the CD as homebuyers constituted a large stakeholder group in the case of the CD. During the first CoC meeting of Project EV-2, 2,709 homebuyers, constituting 54.75% of the voting share, were to be represented. As the minimum voting threshold for any decision under the Code is 51%, the banks, with a combined voting share of 45.25%, would not have been able to make any decisions independently without the homebuyers’ representation. Critical decisions such as confirming the IRP as the RP, appointing registered valuers, and engaging other professionals were to be made during this meeting. Proceeding with the CoC without the representation of homebuyers would have been both unethical and non-transparent. Consequently, the first CoC meeting was conducted within seven days of receiving the AA’s order for the AR’s appointment.
2.9 Analysis and Findings of the DC.
2.9.1 The events related to the above contravention is narrated as below:
| Particulars | Date | Statutory Requirement |
| Stay vacated by the NCLAT | 10.06.2022 | |
| CoC constitution report filed before the AA | 20.06.2022 | CoC meeting shall be conducted within 7 days of its constitution, i.e., 17.06.2022 |
| AA’s order for appointment of AR | 05.07.2022 | |
| AR appointment order uploaded on the AA’s website | 06.07.2022 | |
| 1st CoC meeting | 13.07.2022 | 1st CoC meeting shall be conducted within 30 days of initiation of CIRP, i.e., 10.07.2022 |
2.9.2 Shri Hitesh Goel submitted that he filed an application for the appointment of an AR along with report for CoC constitution, on 20.06.2022. And due to holidays, the order for appointment of AR could be passed only on 05.07.2022. The DC took note of the practical difficulties highlighted by Shri Hitesh Goel and that the meeting of CoC was held within seven days thereafter. These facts indicate that while there was a delay, efforts were made to address the underlying procedural requirement expeditiously once the AR was appointed.
2.9.3 At this stage, the attention of the DC is also drawn to the submission made by Shri Hitesh Goel in subsequent paragraph no. 2.17.3 of this order regarding a contravention in the CIRP of CD-2 in later part of this order. Shri Hitesh Goel has submitted above that on conjoint reading of Sections 22(1) and 21 (6A) of the Code would be that the 1St meeting of the CoC may be held only after the appointment of the AR was finalized by the AA so that the homebuyers are adequately represented in the 1St CoC meeting which has important agendas to be considered including confirmation of the IRP as RP. However, in CIRP of CD-2 Shri Hitesh Goel decided to immediately call the CoC meeting after giving the mandatory 5 days’ notice, despite the fact that the final order of the AA appointing the AR had not been passed, on basis of legal opinion as admitted by him in the subsequent paragraph no. 2.17.3 of this order. The DC observes that Shri Hitesh Goel has taken stand as convenient to him at different points in time. With respect to CD-1 he was strict in his interpretation to conduct CoC meeting only after appointment of AR while with respect to CD-2, he adopted different approach regarding conduct of meeting on basis of a legal opinion. Such selective & inconsistent interpretation by Shri Hitesh Goel are not tenable.
2.9.4 While the explanation provided by Shri Hitesh Goel demonstrates that the delay arose even after he attempted to ensure that all key stakeholders were adequately represented, the deviation nevertheless amounts to non-compliance with the statutory timelines under Section 22(1) of the Code read with Regulation 40A of the CIRP Regulations. Moreover, his change of interpretation as per convenience also weakens his defence. As per his own submissions with respect to CD-2, the meeting could have been conducted within the stipulated timeline with members representing creditors in a class rather than waiting for the formal appointment of AR. In view of the above, the DC holds the contravention.
2.10 Inordinate delay in filing Avoidance Application.
2.10.1 Regulation 35A of the CIRP Regulations states that once an IP makes a determination as to the existence of any transaction under Section 43, 45, 50 or 66 of the Code, he shall file an application before the AA within 130 days of the insolvency commencement date. However, it was observed that Shri Hitesh Goel failed to file the avoidance application with the AA within the prescribed timeline as mentioned under Regulation 35A of the CIRP Regulations. While the CIRP of the CD had resumed from 10.06.2022, Shri Hitesh Goel filed the PUFE application on 31.08.2023, thus causing a substantial delay of 317 days in filing the PUFE application before the AA.
2.10.2 In view of the above, the Board held the prima facie view that Shri Hitesh Goel had contravened Sections 22(1), 208(2)(a) and (e) of the Code, Regulation 35 A of the CIRP Regulations, Regulations 7(2)(a) and (h) of the IP Regulations read with Clauses 13 and 14 of Code of Conduct for Insolvency Professionals, specified in First Schedule to IP Regulations.
2.11 Submissions by Shri Hitesh Goel.
2.11.1 Shri Hitesh Goel submitted that Supertech Test Process is not a CIRP in the sense envisaged under the Code and the CIRP Regulations. It is rather a “Test” process being run by the NCLAT in exercise of its inherent powers. Therefore, Regulation 35A of the CIRP Regulations or any other regulation/provision of the Code cannot be applied stricto sensu to the Supertech Test Process as all the contours of the Supertech Test Process are being determined by the NCLAT. He submitted that:
a) the CoC qua Project EV-2 was not given all rights and powers under the Code and the CIRP Regulations, its functioning had been decided by the NCLAT.
b) The control of the CD-1 was not transferred to the creditors, rather the CoC had been mandated to work in cooperation with the ex-management of the CD-1.
c) As the IRP, Shri Hitesh Goel had been mandated to submit regular reports to the NCLAT and seek their directions for the way forward.
2.11.2 Therefore, any adjudication by the Board on whether there had been any delay in filing of avoidance applications is an issue that would fall within the jurisdiction of the NCLAT and any such determination by the authority may be premature and beyond its jurisdiction.
2.11.3 He submitted that the timelines stipulated under Regulation 35A are directory and not mandatory. This fact has been held by several judgements of the NCLAT and has also been recognized by the IBBI itself in its clarification note dated 16.01.2023, relevant extracts of the said note are reproduced below: –
- “The scheme of the Code suggests that proceedings for unearthing such transactions are ancillary proceedings and the resolution of the CD need not be stalled due to pendency of such proceedings. The RP has to thoroughly examine the transactions which the CD has undertaken in the period prior to commencement of the period of insolvency proceedings. This is a very cumbersome process and more so in respect of companies whose books and records do not properly document all its past transactions.”
- The RP also has to assess if a suspicious transaction would meet the requirements that are necessary to be seen before terming it as a suspicious transaction. Not only the investigation but the adjudication of such transaction is a lengthy process and findings of these transactions by AA involves answering questions on both law and fact and, therefore, it will be impossible to conclude these proceedings within the time frame laid down in the process.”
- The amendment to regulation 35A dated 16.09.2022 makes it amply clear that an avoidance application can be pending even beyond the submission of the resolution plan. The timelines under this regulation are directory and not mandatory in nature. Regulation 35A pertains merely to the RP discharging his statutory burden of filing an avoidance application within an outer limit of 135 days from the commencement of the CIRP. This timeline takes date of commencement of CIRP as the reference point. However, the CIRP process itself is not strictly or mandatorily bound by its timelines. The intent behind regulation 35A appears to be that a resolution applicant is able to take cognizance of the avoidable transactions at the earliest.
- The duty cast by the IBC under section 25(2)(l) is with respect to the RP filing the application before conclusion of the CIRP. But adherence to regulation 35A cannot be required so strictly as to render the provisions of avoidable transactions redundant. There is no time limit prescribed for the AA to adjudicate these applications.”
2.11.4 Thus, the objectives sought to be achieved by Regulation 35A are two fold;
a) reversal of avoidance transactions for the benefit of the corporate debtor by enhancing its asset pool. Shri Hitesh Goel submitted that he had filed avoidance applications which may potentially enhance the asset pool of the Corporate Debtor-1 by approximately Rs.600 crore; and
b) making the PRAs aware of the avoidance applications so that suitable treatment could be provided by him in the resolution plan to be submitted by him. Shri Hitesh Goel submitted that the PRAs got adequate time to factor in the treatment of avoidance applications in their resolution plan.
2.11.5 He further submitted that one of the reasons why the timelines under Regulation 35A are held to be directory is that the determination of avoidance transactions qua no two companies can follow the same timelines. Such timelines depend on the complexities, nature and volume of transactions that have to be reviewed prior to determination of existence of avoidance transactions. It was further submitted that the term consciously used in the Code as well as the delegated legislation (CIRP Regulations) is `Corporate Debtor’ qua which the determination of avoidance transactions has to be made. It is evident that the Project EV-II does not fall within the definition of Corporate Debtor as contained in Section 3 of the Code. Thus, the timelines prescribed in Regulation 35A are all based on the assumption that the determination of avoidance transactions would have to be made qua a corporate debtor i.e. a legal entity having a distinct jural and corporal existence, to apply such timelines to one individual project of a CD would not be correct.
2.11.6 The date wise delay was explained by Shri Hitesh Goel as under:
| Particulars | Date | Delays vs Timeline |
| NCLAT order directing constitution of CoC for Project EV-II | 10.06.2022 | |
| Prima facie opinion formed by him on existence of avoidance transactions. | 05.08.2022 | No Delay |
| Statutory deadline to form a prima facie opinion on PUFE transactions. | 24.08.2022 | (T+75) |
| CoC voting concluded on agenda for approval of cost to Transaction Review Auditor (TRA). | 29.09.2022 | 55 days |
| Intimation of appointment was sent to TRA. | 03.10.2022 | |
| To make a determination on PUFE transactions. | 03.10.2022 | (T+115) |
| To file application to the Adjudicating Authority for appropriate relief. | 18.10.2022 | (T+130) |
| Segregation of project specific data from voluminous and unstructured data maintained by the CD-1 | 21.12.2022 | 79 days |
| Lead partner of Transaction Review Auditor (TRA) incapacitated due to health reasons resulting in delay in analysis of data. | 11.01.2023 | 21 days |
| Stay by the Hon’ble Supreme Court in an appeal challenging the NCLAT order of 10.06.2022. | 27.01.2023 | |
| Deliberations and analysis of the submissions on the draft report received from the TRA. | 29.03.2023 | 77 days |
| Stay was subsequently lifted by the Hon’ble Supreme Court. | 11.05.2023 | |
| Submission of final report. | 16.06.2023 | 79 days |
| Analysis of the fmal report and final determination of avoidable transactions, including consultation with CoC. | 28.06.2023 | 12 days |
| Time taken by the legal counsel in preparation of application and find the contact addresses for 65 individuals who were to be included as parties in the avoidance application. | 57 days | |
| PUFE application filed by Shri Hitesh Goel. | 31.08.2023 | (T+288) |
| Exclusion period from 27.01.2023 to 05.07.2023 by the NCLAT. | 01.09.2023 | 159 days |
2.11.7 He further submitted that: –
A. The notice of the 2nd CoC meeting dated 05.08.2022 included the agenda for appointment of the TRA. However, the approval of the CoC regarding cost was received only on 29.09.2022, upon conclusion of the e-voting process after the 3rd CoC meeting. Consequently, 55 days were lost due to this delay.
B. The CoC directed that the scope of the Transaction Review Audit should be from the initiation of Project EV-2 (i.e., 01.04.2010) till the insolvency commencement date (25.03.2022), which made the audit exercise complex, voluminous and time consuming.
C. He had been proactive in providing and make data available promptly, despite challenges in segregating it, particularly for Project EV-2.
D. The data requested and processed by the auditor was extensive, with data requests continuing until the last week of February 2023.
E. The auditor requested data in piecemeal rather than in a consolidated format, which caused delay due to need of segregation for each such request.
F. The lead partner of audit firm was absent for 45 days due to dengue.
G. The management’s response to the interim audit report was delayed and provided in fragments.
H. Despite his regular follow-ups and proactive approach, the auditor delayed closing the report.
I. He required the signed version of final transaction review audit report before proceeding with the application finalization.
J. The Supertech Test Process, mandated by the NCLAT order, was suspended from 27.01.2023 until 05.07.2023 by the order of the Hon’ble Supreme Court.
2.11.8 He submitted that a cumulative reading of the orders of the Hon’ble Supreme Court, the NCLAT and the AA, shows that CIRP for Project EV-2 also got affected due to stay granted by the Hon’ble Supreme Court vide order dated 27.01.2023. But the audit exercise was never halted on account of the Hon’ble Supreme Court’s order dated 27.01.2023; rather, the work continued during that period and the CoC was kept duly informed.
2.11.9 It is plainly evident from a perusal of the above dates and events that the process of determination of the avoidance transactions:
a) was immensely complex on account of the extremely high volume of data, lack of project specific data, intermixing of accounts, no time limit (look back period) for determination of fraudulent transactions and absence of any guidance in the extant laws and regulations.
b) was therefore an extensive and time taking exercise.
c) took the time it took for reasons beyond his control even while he was always diligent in discharging his responsibilities.
d) a period of 159 days was excluded by virtue of orders of the NCLAT dated 01.09.2023.
2.11.10 He submitted that the avoidance applications were uploaded in the VDR on 03.06.2023, while the resolution plan for EV-2 (which was finally rejected by the CoC) was submitted on 28.10.2023 and the revised resolution plan on 19.12.2023 and thus the PRA got ample opportunity to review and provide treatment tor such applications in its resolution plan.
2.11.11 He submitted that the AA vide order dated 27.09.2023, directed Shri Hitesh Goel to file an application seeking condonation of delay in filing the avoidance application. The said application has been duly filed and the matter was sub-judice before the AA. Shri Hitesh Goel later submitted vide email dated 17.11.2025 that the NCLT, after considering his submissions and documents placed on record, has condoned the delay of 394 days in filing the said avoidance applications before NCLT vide order dated 07.11.2025.
2.11.12 Accordingly, and in view of all the above, the two-fold objective of Regulation 35A was duly met as; a) avoidable transactions qua an independent Project which was not even a legal entity were suitably determined and b) ample opportunity was provide to the PRA(s) to review the same and therefore no prejudice whatsoever was caused to any stakeholder.
2.12 Analysis and Findings of the DC.
2.12.1 The DC notes that the CIRP qua EV-2 commenced on 10.06.2022, whereas the avoidance application was ultimately filed on 31.08.2023. Thus, the avoidance application was filed after 447 days from the initiation of CIRP as against the mandate of 135 days provided in Regulation 35A of the CIRP Regulations.
2.12.2 Shri Hitesh Goel has attempted to explain the delay of 317 days by pleading that Project EV-2 got affected due to stay granted by the Hon’ble Supreme Court vide order dated 27.01.2023 which was vacated by judgement dated 11.05.2023. The DC has gone through the stay order dated 27.01.2023 of the Hon’ble Supreme Court, the relevant extract of the said order is reproduced as under: –
“Taking note of the submissions sought to be made in these matters, we are clearly of the view that as at present, the offers said to have been made by the prospective resolution applicants may be evaluated and may be placed for consideration before the NCLAT but beyond that process, we would request the NCLAT to keep the proceedings in abeyance and await further orders of this Court. List these matters on 16.02.2023.”
2.12.3 From the above order, it is clear that only the proceedings before the NCLAT were stayed by the Hon’ble Supreme Court. There is nothing in the said order of the Hon’ble Supreme Court specifically restraining the RP from performing statutory duties such as examining transactions and preparing, finalising, or filing avoidance applications before the AA. The CIRP continued to remain operational, and the RP remained fully empowered and obligated to comply with Section 25(2)(j) and Regulation 35A during this period. Therefore, the reliance placed by Shri Hitesh Goel on the Supreme Court’s order to explain or justify inaction is misplaced, as the order did not create any express legal impediment that prevented the RP from progressing with avoidance-related work.
2.12.4 The RP has also sought to justify the delay by attributing it to various factors such as extensive and piecemeal data requests by the auditor, the auditor’s partner being unavailable due to illness and the auditor’s own delay in closing the report. On this issue, the DC notes that delay on account of the Transaction Review Audit cannot be accepted as it is the duty of the IRP/RP to determine avoidance transactions. The DC notes that while assistance of professionals is permissible and often necessary, the responsibility to meet statutory timelines rests solely with the RP. Engagement of advisors or transaction auditors does not absolve the RP from exercising proactive oversight and ensuring that the task is completed within the reasonable timeframes, notwithstanding operational challenges faced by third parties. Any reliance on delays attributable to professionals cannot shift or dilute the statutory accountability of the RP.
2.12.5 The DC also notes that a prolonged delay undermines the very purpose for which Regulation 35A was introduced, namely, to allow resolution applicants to account for potential recoveries and to preserve value for the stakeholders in a timely manner.
2.12.6 Further, the DC is unable to accept the RP’s contention that the issue of delay in filing avoidance applications falls outside the jurisdiction of the Board. In this regard, the DC is of the view that condonation of delay in filing the avoidance applications or extension granted by the AA will not preclude the RP in discharging his statutory duties under Sections 25(2)(j), 25(2)(1), 208(2)(a), and Regulation 35A. This supervisory and disciplinary function lies squarely within the mandate of the IBBI. The RP’s reliance on the Board’s 16.01.2023 clarification and certain NCLAT decisions to suggest that timelines are merely directory cannot be stretched to mean that delays are inconsequential or that an RP may proceed at his own pace. “Directory” does not mean “optional.” The very purpose of prescribing the 135-day framework under Regulation 35A is to ensure that avoidance (PUFE) transactions are identified promptly, enabling resolution applicants to factor them into their plans and thereby maximising value for stakeholders. Any delay negates this objective and undermines the efficacy of the resolution process. The clarification note relied upon by the RP only acknowledges practical challenges; it does not dispense with the duty of diligence, nor does not provide any immunity to an RP from scrutiny.
2.12.7 The DC further notes that the RP has produced the AA’s order dated 17.11.2025 condoning the delay; however, such condonation is to be seen in the context of the adjudicatory proceedings before the AA. The grant of exclusion by the AA intended to safeguard the continuity and computation of the CIRP timeline does not dispense with or dilute the independent statutory obligation of an insolvency professional to comply with the timelines prescribed under Regulation 35A of the CIRP Regulations. The exclusion protects the process timeline, but it does not cure the fact that the avoidance application was filed after a substantive delay of 317 days. In view of the above, the DC holds the contravention.
Non-EV II Projects
2.13 Inordinate Delay in Circulating the Minutes of the Lenders’ Meeting to the Stakeholders.
2.13.1 The CIRP of the CD was initiated on 25.03.2022, however, the NCLAT stayed the constitution of the CoC on 12.04.2022. Subsequently, vide its order dated 10.06.2022, the NCLAT vacated the said stay on the constitution of the CoC and ordered for project wise resolution of the CD other than EV-2. The NCLAT passed an order dated 12.02.2024 in Non EV-2 projects wherein it directed Shri Hitesh Goel to prepare the draft proposal of project wise resolution/alternate mechanism for the Non-EV-2 projects of the CD, collect inputs of the lenders and charge holders of the project and submit these draft proposals for due consideration of the NCLAT within 4 (four) weeks from the date of the said order.
2.13.2 In furtherance of the NCLAT order dated 12.02.2024 wherein Shri Hitesh Goel was directed to collect inputs of the lenders and charge holders of the project and submit the draft proposal for due consideration of the NCLAT, Shri Hitesh Goel conducted a meeting with the lenders, viz. the representatives of Bank of Maharashtra and Union Bank of India on 16.03.2024 to discuss the draft proposal for non EV-2 project. The Board observed that subsequent to the said meeting dated 16.03.2024, Bank of Maharashtra had requested Shri Hitesh Goel to share minutes of the meeting dated 16.03.2024 vide emails dated 13.05.2024. 15.05.2024, and 31.05.2024 respectively. However, it was noted that even after the repeated requests from Bank of Maharashtra, the minutes of the said meeting was shared by Shri Hitesh Goel after a substantial delay of 76 days from the date of conduct of the said meeting, vide email dated 31.05.2024.
2.13.3 In view of the above, the Board held the prima facie view that Shri Hitesh Goel had contravened Sections 208(2)(a) and (e) of the Code, Regulations 7(2)(a) and (h) of the IP Regulations read with Clause 14 and 15 of Code of Conduct for Insolvency Professionals, specified in First Schedule to IP Regulations.
2.14 Submissions by Shri Hitesh Goel.
2.14.1 Shri Hitesh Goel submitted that all information pertaining to the relevant meetings were duly provided to Bank of Maharashtra (BoM) by way of advance service of status report dated 21.03.2024 and therefore there was no instance where any information qua the relevant meeting was not provided in a timely manner to BoM. Therefore, the allegation that the minutes/ records of proceedings were not shared in a timely manner is factually incorrect and devoid of any merit.
2.14.2 He submitted that in accordance with the NCLAT order dated 10.06.2022, the formation of the CoC was only to be for project EV-2. All the other projects were to be under the supervision of the IRP, and no CoC was to be constituted for these projects. Further, the meetings of stakeholders which were convened to discuss the issues related to other projects of the CD apart from EV-2, i.e. the Non- Eco Village II Projects of CD, were as per the directions of the NCLAT and were not CoC meetings. By way of the NCLAT order dated 12.02.2024, it was directed that the IRP will prepare project-wise resolution proposals and share them with lenders for discussion and IRP was allowed to collect inputs on the proposal and capture as part of the proposal. This entailed preparing resolution reports for 16 projects of the CD which exercise included an in-depth analysis of the existing status of each project and suggesting ways for resolution of each project. This exercise was akin to preparation of resolution plans as envisaged under the Code and he ensured that such reports for all 16 projects were prepared and submitted in a timely manner before the NCLAT and with all the lenders. This involved the extensive task of collating data, preparing various models, analyzing due diligence reports, and reviewing available data and cashflows within a short period of 40 days. Following this, Shri Hitesh Goel shared these proposals on 15.03.2024, with the concerned project lenders which included Bank of Maharashtra and held discussions with them on 16.03.2024 and 19.03.2024 respectively.
2.14.3 He further submitted that he provided the project wise resolution proposal along with the inputs as received from Union Bank of India and BoM pertinent to project Eco Village III project on 21.03.2024 to the NCLAT by the way of Status Report in compliance with the NCLAT order. The discussion with BoM on 16.03.2024 and 19.03.2024 and its summary was adequately included in aforementioned report and it was shared on their email IDs (i.e., gm recovery@rma ha ban k.co.in, bmmgr1456@mahabank.co.in). Hence, the record of proceeding in relation to meeting on 16.03.2024 were duly circulated on 21.03.2024 in line with the direction with the order of the NCLAT in this manner. Subsequently, BoM requested the minutes on 16.05.2024, i.e., two months after the meeting. Shri Hitesh Goel assisted them by carving out the record of proceeding in relation to project Eco Village II by reiterating the same information structured in the form of Minutes. The MoM and submissions in the status report can be compared from the respective documents. Therefore, the allegation that the minutes were not shared in a timely manner is factually incorrect and lacks merit. Since this is a ‘test’ process being envisaged and run by the NCLAT as per its directions and any allegation of contravention of timelines or procedure should be adjudicated by the NCLAT.
2.14.4 He submitted that the meetings of stakeholders convened pursuant to the order of the NCLAT, including the meeting held on 16.03.2024, were not formal statutory meetings of the CoC as provided under the Code, but were simplicitor project-specific consultations with stakeholders (lenders and charge holders) relating to non-EV-2 Projects. Accordingly, the IRP was not statutorily mandated under the Code, or the CIRP Regulations to prepare and circulate minutes of such consultative meetings. Hence, no regulatory breach arises from any delay in furnishing minutes of these meetings, especially where the material information was shared timely through status reports and other communications. It was further submitted that the minutes were not intentionally withheld and there was no delay or lapse on the IRP’s part in communicating the outcome of the meetings. The information was shared promptly through the Status Report, and the subsequent request from BoM for formal minutes was duly complied with by providing the contents of Status Report in a minute format.
2.15 Analysis and Findings of the DC.
2.15.1 The DC notes the observations made by the NCLAT in its order dated 10.06.2022 regarding the other projects of the CD-1 as follows:
“v. That all other projects of the Corporate Debtor apart from Eco Village II Project shall be kept as ongoing project. The Construction of all other projects shall continue with overall supervision of the IRP with the assistance of the ex-management and its employees and workmen.
vi. The promoter shall infuse the funds as arranged by it in different projects which shall be treated as Interim Finance regarding which detail account shall be maintained by the IRP.
vii. No account of Corporate Debtor shall be operated without the counter signature of the All expenses and payments in different projects, shall be only with the approval of the IRP. All receivables in different projects shall be deposited in the account as per ‘RERA’ Guidelines and 70% of the amount shall be utilized for the construction purpose only. With regard to the disbursement of rest of the 30 %, appropriate direction shall be issued subsequently after receiving the status report and after hearing all concerns.
…
ix. With regard to the expenses to other projects for which no CoC has been constituted, IRP is at liberty to submit a proposal for payment of various expenses including `CIRP’ expenses to this Tribunal.”
The DC notes from the above directions that Shri Hitesh Goel was directed to overview the remaining projects in tandem with the management of the CD and under supervision of the NCLAT. The above responsibility was given to Shri Hitesh Goel in light of his appointment as IRP of the CD as a whole by the NCLT in the admission order dated 25.03.2022 and later as IRP of the EV-2. Thus, he is required to abide by the Code of Conduct for the IPs as laid down in the IP Regulations.
2.15.2 The NCLAT further directed Shri Hitesh Goel vide its order dated 12.02.2024 to prepare project-wise resolution/alternate mechanism proposals for the non-EV-2 projects, collect inputs from the lenders and the charge holders, and submit draft proposals for the consideration of the NCLAT. In furtherance of these directions, a meeting with the lenders, including BoM, was held on 16.03.2024 to discuss the draft proposal for Eco Village III. Subsequently, BoM sent repeated email reminders dated 13.05.2024, 15.05.2024, and 31.05.2024 requesting the minutes of this meeting, which were eventually provided on 31.05.2024, i.e., 76 days after the meeting.
2.15.3 The DC notes that Shri Hitesh Goel only prepared a summary of such discussions. It is only after requests from the BoM, he extracted the minutes of the meeting and shared the same with lenders. The preparation of minutes of the meeting and their circulation with the stakeholders is necessary as per Clause 15 of the Code of Conduct. The eventual circulation of the minutes after a delay of over two months on request by a stakeholder demonstrates negligence towards the stakeholders. The professional expectation from an insolvency professional is that both substantive updates (such as status reports) and the formal record of meetings (minutes) are shared promptly and proactively to avoid any perception of lack of transparency.
2.15.4 The DC notes that the entire premise of Shri Hitesh Goel’s defence is that the meetings held pursuant to the NCLAT’s directions were not “formal CoC meetings” under the Code and therefore did not require preparation or timely circulation of minutes. This contention is untenable. Once an Insolvency Professional is appointed as IRP/RP under the Code, he functions strictly within the statutory framework of the Insolvency and Bankruptcy Code, 2016 and the Regulations framed thereunder Shri Hitesh Goel received this assignment in his capacity as an Insolvency Professional registered with the IBBI, and not as an external administrator or a special officer appointed outside the framework of the Code. His authority to act flows exclusively from the Insolvency and Bankruptcy Code, 2016, and accordingly, his conduct remains governed at all times by the Code, the CIRP Regulations, the IP Regulations, and the Code of Conduct. Accordingly, he continues to remain bound by the standards of conduct, diligence, transparency, and record-keeping prescribed under Sections 208(2)(a) and (e) of the Code and the Code of Conduct under Regulation 7(2)(h) of the IP Regulations. The obligation to maintain proper records of meetings, communications, and decisions is inherent to the role of an RP. Even if we accept the submission of IP that the meetings with lenders were not “CoC meetings” in the strict sense, they were stakeholder forming an integral part of the NCLAT-directed process, and the RP was expected to follow the discipline of the Code. The nature of the meeting should not be used as a ground to avoid preparing clear, contemporaneous minutes or to justify substantial delay in sharing them particularly when lenders had repeatedly requested them.
2.15.5 The failure to provide the formal minutes with undue delay reflects a lapse in procedural diligence and stakeholder communication. Insolvency professionals are supposed to adhere to a standard of promptness, clarity, and responsiveness in their dealings with stakeholders. Accordingly, the DC holds the contravention.
In the matter of Nobility Estates Private Limited (CD-2)
2.16 Failure to Conduct the First Meeting of the CoC as per the Prescribed Timeline.
2.16.1 The CD was admitted into the CIRP vide order of the AA dated 24.11.2023. However, vide its order dated 06.12.2023, the NCLAT stayed the constitution of the CoC which was vacated by the NCLAT on 10.01.2024. Shri Hitesh Goel filed the Report for Constitution of the CoC before the AA on 22.01.2024 while the stay on CoC was already vacated on 10.01.2024 by the NCLAT.
2.16.2 Section 22(1) of the IBC. 2016 provides that “The first meeting of the committee of creditors shall be held within seven days of the constitution of the committee of creditors.” It is noted that Shri Hitesh Goel should have conducted the first meeting of CoC by 29.01.2024. However, Shri Hitesh Goel conducted the said meeting of the CoC only on 27.02.2024, thus, leading to a delay of 29 days. In view of the above, the Board held the prima facie view that Shri Hitesh Goel had contravened Sections 22(1), 208(2)(a) and (e) of the Code, Regulations 7(2)(a) and (h) of the IP Regulations read with Clause 13 and 14 of Code of Conduct for Insolvency Professionals, specified in First Schedule to IP Regulations.
2.17 Submissions by Shri Hitesh Goel.
2.17.1 Shri Hitesh Goel submitted a tabular representation of dates and events which is reproduced as under: –
| Date | Event |
| 24.11.2023 | Initiation of CIRP as per the order of the AA. |
| 27.11.2023 | Publication of public announcement and asking the creditors to submit their claims with IRP. |
| 06.12.2023 | The NCLAT stayed CoC formation but ordered to continue collating the claims. |
| 10.01.2024 | The stay on the formation of the CoC was lifted by the NCLAT. |
| 12.01.2024 | As per Form A, the last date for submission of claims was 08.12.2023. However, on account of the operation of stay imposed by the NCLAT on the formation of CoC, an additional time of 2 days was given for claim submission from the date when the stay was lifted. Therefore, the time period for claim submission stood extended till 12.01.2024. |
| 19.01.2024 | Verification of claims on provisional basis for the purpose of formation of CoC within 7 days of last date for submission of claims. |
| 22.01.2024 | The application for constitution of CoC and the appointment of an Authorized Representative (AR) was submitted before the AA. |
| 20.02.2024 | The application for CoC constitution was taken on record after hearing on 19.02.2024. |
| 27.02.2024 | The first CoC meeting is being called on 27.02.2024 |
2.17.2 He further submitted the events that transpired between 22.01.2024 till 27.02.2024, which is provided below:
| Date | Event |
| 22.01.2024 | Applications seeking constitution of CoC and appointment of AR filed with AA |
| 07.02.2024 | Applications numbered by the Registry of the AA for the first time after multiple queries of the Registry and multiple follow ups. |
| 07.02.2024
to 16.02.2024 |
Application not listed before the AA. |
| 16.02.2024 | Application mentioned by the counsel of RP before the AA requesting for urgent listing. |
| 19.02.2024 | AA approved the application seeking CoC Constitution, however, the application for appointment of AR was dismissed with the liberty to refile the same. Pertinently on this date, an advocate claiming to represent the homebuyers appeared before the AA and submitted that he would like to challenge the CoC constitution and appointment of AR. The AA directed him to file an application. |
| 19.02.2024 | Shri Hitesh Goel sought legal opinion from the legal counsel of the IRP in relation to further steps to be undertaken qua calling the 1st CoC meeting since the CoC constitution application was allowed by the AA while the application for appointment of AR was dismissed with liberty to re-file the same. The legal counsel opined that there exists a dichotomy between Sections 21 (6A) and Section 22 of the Code. Section 21 (6A) casts an obligation on the Adjudicating Authority and since the Hon’ble Supreme Court has in a catena of judgements held that any boundation of time on a tribunal is not permissible, Section 21 (6A) may be understood to be directory. Therefore, it would be prudent to call a CoC meeting relying upon Section 22 of the Code read with Regulation 16A (3) of the CIRP Regulations which should be attended by the AR also with a caveat that the participation of the AR in the said meeting would be subject to final orders of the NCLT in the AR appointment application. This aspect was duly covered in the minutes of the 1st CoC meeting, as reflected below.
“It was conveyed that Mr Navin Khandelwal has been selected as the AR through a 77% majority vote from the Homebuyers. According to CIRP Regulations, the IRP has initiated the process for AR appointment by filing an application on January 22, 2024. This application is currently pending before the NCLT. The AR has been invited to participate in the 1st CoC meeting based on the majority votes received, however the final Appointment of the AR shall be contingent upon the final order by the NCLT approving such appointment.” |
| 20.02.2024 | Application seeking appointment of AR was filed afresh |
| 20.02.2024
to 22.02.2024 |
Preparation of Agenda for 1st CoC meeting. |
| 22.02.2024 | Notice of the 1st CoC meeting was sent for the meeting to be held on 27 February 2024 after the mandatory 5-day notice. |
| 04.03.2024 | The Application seeking appointment of AR was listed before the NCLT and the NCLT was pleased to allow the same. |
2.17.3 He further submitted that a conjoint reading of Sections 22(1) and 21 (6A) of the Code, shows that Section 21 (6A) provides that the AR shall be appointed by the AA prior to the first meeting of the committee of creditors and Section 22 (1) provides that the first meeting of the CoC shall be held within seven days of the constitution of committee of creditors. Accordingly, the most reasonable interpretation and the interpretation would be that the Pt meeting of the CoC may be held only after the appointment of the AR was finalized by the AA. This was also important to ensure that the homebuyers are adequately represented in the 1St CoC meeting which had important agendas to be considered including confirmation of the IRP as RP. However, pursuant to the legal opinion, Shri Hitesh Goel decided to immediately call the CoC meeting after giving the mandatory 5 days’ notice, despite the fact that the final order of the AA appointing the AR had not been passed then. In the first CoC meeting itself it was disclosed to the CoC that exclusion would have to be sought for the time spent on account of stay imposed by the NCLAT and on account of the delay in listing and approval of the AR appointment application by the AA. The model timelines were accordingly calculated, and full transparency was ensured. In this context, an application seeking exclusion of a period of 63 days from the CIRP period was filed before the AA on 28.05.2024 (“Exclusion Application”). The exclusion application disclosed in detail the delays beyond the control of the IRP and, inter alia, averred the following:
“Upon the vacation of stay imposed on the formation of the Committee of Creditors, the Applicant, on 22 January 2024, filed an application being IA No. 583 of 2024, under Regulation 13(2)(d) and 17(1) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulation, 2016 (“Regulations’) for formation of the Committee of Creditors (“CoC Application”) of the Corporate Debtor However, despite having filed the application on 22 January 2024, defects were notified on the said application only on 01 February 2024. Immediately upon being notified of the defects, the same were cured by the Applicant and the CoC Application was refiled on 02 February 2024. Thereafter, the said Application was numbered by the registry of this Hon’ble Tribunal after 5 (Five) days, i.e., on 07 February 2024. However, the same was not listed before the Hon’ble Tribunal. It was only after the application was mentioned before this Hon’ble Tribunal on 16 February 2024, that the Application came to be listed before this Hon’bles Tribunal on 19 February 2024. It is submitted that owing to this, the Applicant was unable to proceed with the CIRP for a further period of 28 days.”
Further, the Exclusion Application sought the following prayers-
“(a) Exclude a total period of 35 days in the Corporate Insolvency Resolution Process of the Corporate Debtor owing to the stay imposed on the constitution of the Committee of Creditors, vide Order dated 06 December 2023 and finally vacated vide order dated 10 January 2024 passed by the Hon’ble NCLAT in Company Appeal (AT) (Insolvency) No. 1575 of 2023; and/or;
(b) Exclude a further period of 28 days in the Corporate Insolvency Resolution Process of the Corporate Debtor being the intervening period between 22 January 2024, i.e., the date of filing of the Applicant’s Application being IA No. 532 of2024 and 19 February 2024 i.e., the date on which the Application was listed before and allowed by this Hon’ble Tribunal”
2.17.4 The Exclusion Application was allowed by the AA vide order dated 03.06.2024 whereby the AA was pleased to grant an exclusion of 63 days. Pertinently, the 63-day period for which exclusion was granted by the AA, included the period of 28 days which was the period of delay as alleged in the SCN. The reasons based on which the AA grants exclusion are settled law by now and have been aptly summarized by the NCLAT in Quinn Logistics India Pvt. Ltd v. Mack Soft Tech Pvt. Ltd and ors., [CA(AT) (Insolvency) No. 185 of 20181 where the NCLAT held as below-
“9. From the decisions aforesaid, it is clear that if an application is filed by the “Resolution Professional” or the “Committee of Creditors” or “any aggrieved person” for justified reasons, it is always open to the Adjudicating Authority/Appellate Tribunal to “exclude certain period” for the purpose of counting the total period of 270 days, if the facts and circumstances justify exclusion, in unforeseen circumstances 10. For example, for following good grounds and unforeseen circumstances, the intervening period can be excluded for counting of the total period of 270 days of resolution process :-
i. If the corporate insolvency resolution process is staved by a court of law or the Adjudicating Authority or the Appellate Tribunal or the Hon’ble Supreme Court.
ii. If no “Resolution Professional” is functioning for one or other reason during the corporate insolvency resolution process, such as removal.
iii. The period between the date of order of admission/moratorium is passed and the actual date on which the “Resolution Professional” takes charge for completing the corporate insolvency resolution process.
iv. On hearing a case, if order is reserved by the Adjudicating Authority or the Appellate Tribunal or the Hon’ble Supreme Court and finally pass order enabling the “Resolution Professional” to complete the corporate insolvency resolution process.
v. If the corporate insolvency resolution process is set aside by the Appellate Tribunal or order of the Appellate Tribunal is reversed by the Hon’ble Supreme Court and corporate insolvency resolution process is restored.
vi. Any other circumstances which justifies exclusion of certain period.
However, after exclusion of the period, if further period is allowed the total number of days cannot exceed 270 days which is the maximum time limit prescribed under the Code.”
2.17.5 He further submitted that the alleged delay of 28/29 days as contained in the SCN is an issue which has been considered by the AA, which after applying its judicial mind has considered the same as a period suitable for being excluded from the CIRP period and therefore there has been no prejudice whatsoever to any stakeholder of NEPL on account of such alleged delay.
2.18 Analysis and Findings of the DC.
2.18.1 As observed earlier in paragraph 2.9.3, Shri Hitesh Goel has made inconsistent submissions regarding the conduct of the CoC meeting involving representation of class of creditors by an AR. He pleaded that in his view the CoC meeting could reasonably be convened only after the AA appointed the AR and followed this interpretation in case of CD-1, while he convened the first CoC meeting even before the AR appointment was formally approved in case of CD-2. Such wavering stand by Shri Hitesh Goel shows convenience in choosing stand and appears to be an afterthought to cover his own inactions and delays.
2.18.2 The DC notes that an application seeking exclusion of 63 days from the CIRP period was allowed by the AA vide its order dated 03.06.2024. This exclusion covered both the period of judicial stay and the intervening procedural delay, thereby safeguarding the CIRP from expiry of its outer limit However, the grant of exclusion by the AA intended to safeguard the continuity and computation of the CIRP timeline does not dispense with or dilute the independent statutory obligation of an insolvency professional to comply with the timelines prescribed under Section 22(1) of the Code. The exclusion protects the process timeline, but it does not cure the fact that the first CoC meeting was held after the statutory period. In view of the above, the DC holds the contravention.
2.19 Failure to Appoint the Registered Valuers within the Prescribed Timelines.
2.19.1 Regulation 27 of CIRP Regulations, 2016 provides that “(1) The resolution professional shall, within seven days of his appointment but not later than forty seventh day from the insolvency commencement date, appoint two registered valuers to determine the fair value and the liquidation value of the corporate debtor in accordance with regulation 35.”
2.19.2 The Board observed that the CoC approved the appointment of valuers in second CoC meeting held on 13.03.2024 whereas as per the Regulation 27(1) of the CIRP Regulations, the Registered Valuers should have been appointed by 26.02.2024, which indicates delay of 16 days.
2.20 Submissions by Shri Hitesh Goel.
2.20.1 Shri Hitesh Goel submitted that as per the model timelines disclosed to the CoC in the first CoC meeting, the appointment of the registered valuers was done on 13.03.2024, in due adherence to the timelines mandated under the CIRP Regulations, including Regulation 27 of the CIRP Regulations. Such adherence was possible as the AA had excluded a period of 63 days from the CIRP period, which exclusion was envisaged in the first CoC meeting itself and was also granted by the AA.
2.20.2 He submitted that on account of the exclusion granted by the AA, no prejudice has been caused to any stakeholder of CD-2 on account of the alleged delay. Further, the delay if any stands condoned by virtue of the AA order granting the exclusion as the AA by applying its judicial mind has considered the reasons leading to the alleged delay to be reasons beyond his control and has therefore granted exclusion.
2.21 Analysis and Findings of the DC.
2.21.1 The DC notes that the AA, by its order dated 03.06.2024, excluded 63 days from the CIRP period, expressly covering periods impacted by judicial intervention and procedural delays, including the period within which the alleged delay in appointment of valuers occurred.
2.21.2 The judicial exclusion regularises the timeline for CIRP in so far as statutory period remaining is concerned. The DC notes that though the exclusion of time by the AA condones the consequence of delay but does not substitute the RP’s obligation to act with due diligence and compliance.
2.21.3 The statutory timelines under the Code and the Regulations are designed to ensure discipline and predictability in the CIRP. While the exclusion of a period by the AA extends the overall CIRP timeline, it does not dilute the underlying duty of an IP to endeavour to comply with the prescribed timelines under the Code and its underlying regulations. An extension or exclusion cannot be treated as a mandate to relax statutory obligations; rather, it operates as a safeguard to prevent the overall process from heading into unwarranted outcome which are beyond control of IP. Insolvency professionals are expected to make every reasonable effort to adhere to the prescribed timelines. Even in situations with impinging external factors, the RP is expected to actively monitor and, wherever possible, take parallel preparatory steps such as identifying and engaging valuers so that formal appointments should take place without delay.
2.21.4 In view of the above, the DC holds the contravention.
2.22 Failure to Publish Form-G within the Prescribed Timelines
2.22.1 Regulation 36A(1) of CIRP Regulations, 2016. states that “(1) The resolution professional shall publish brief particulars of the invitation for expression of interest in Form G o f the Schedule-I at the earliest, not later than sixtieth day from the insolvency commencement date, from interested and eligible prospective resolution applicants to submit resolution plans. ” .
2.22.2 The Board observed that Shri Hitesh Goel published the Form G on 27.03.2024 whereas as per the aforesaid Regulation, it should have been published on 10.03.2024, thus leading to a delay of 17 days in publication of Form G.
2.23 Submissions by Shri Hitesh Goel.
2.23.1 Shri Hitesh Goel submitted that as per the model timelines (after considering exclusion of 63 days) the publication of the Form-G had to be done by 26.03.2024 and it was done within time on 27.03.2024. Since no newspapers were published on 26.03.2024, which followed the Holi holiday, and there was limited circulation on 25.03.2024 owing to Holi holiday, Form G was instead published on 27.03.2024. He reiterated the submission made on account of the exclusion of a period of 63 days and submitted that there was no delay in submission of the Form-G.
2.24 Analysis and Findings of the DC.
2.24.1 Shri Hitesh Goel submitted that the AA, by its order dated 03.06.2024, excluded a period of 63 days from the CIRP computation. After factoring the exclusion, the model timelines were recalculated, placing the last permissible date for publication of Form-G at 26.03.2024. It was published on 27.03.2024, one day after the adjusted date, owing to Holi holidays and non-publication of newspapers on 26.03.2024.
2.24.2 The DC observes that the statutory timelines under the Code and the Regulations are designed to ensure discipline and predictability in the CIRP. While the exclusion of a period by the AA extends the overall CIRP, it does not dilute the underlying duty of the resolution professional to endeavour to comply with the prescribed timelines. An extension or exclusion cannot be treated as a mandate to relax statutory obligations; rather, it operates as a safeguard to prevent the overall process from heading into unwarranted outcome which are beyond control of IP. Insolvency professionals are expected to make best effort to adhere to the model timelines notwithstanding the availability of an extended period.
2.24.3 In view of the above, the DC holds the contravention.
2.25 Delay in Submission of IM.
2.25.1 The Board observed that Shri Hitesh Goel prepared the IM on 30.04.2024 whereas Regulation 36(1) of CIRP Regulations, 2016 states that, “the resolution professional shall submit the information memorandum in electronic form to each member of the committee on or before the ninety-fifth day from the insolvency commencement date”.
2.25.2 Shri Hitesh Goel was required to submit the IM before the CoC by 14.04.2024. However, it is noted by the Board that there was a delay of 16 days in the submission of IM before the CoC.
2.25.3 In view of the above, the Board held the prima facie view that Shri Hitesh Goel had contravened Sections 22(1) of the IBC 2016, Regulations 27(1), 36(1) of the CIRP Regulations 2016, Regulation 7(2)(a) and (h) of the Insolvency Professionals Regulations read with Clause 13 and 14 of the Code of Conduct for Insolvency Professionals specified in First Schedule to IP Regulations.
2.26 Submissions by Shri Hitesh Goel.
2.26.1 Shri Hitesh Goel submitted that as per the model timelines (after considering exclusion of 63 days) the submission of the IM had to be done by 30.04.2024 and it was done within time on 30.04.2024.
2.26.2 He reiterated the submission made that on account of the exclusion of a period of 63 days and submitted that there was no delay in submission of IM.
2.27 Analysis and Findings of the DC.
2.27.1 The DC notes that Regulation 36(1) of the CIRP Regulations, 2016 mandates that the resolution professional shall submit the information memorandum (IM) to each member of the committee of creditors on or before the ninety-fifth day from the insolvency commencement date.
2.27.2 In this matter, as per the statutory timeline, the IM ought to have been submitted by 14.04.2024. Instead, it was prepared and submitted on 30.04.2024, reflecting a delay of 16 days.
2.27.3 Shri Hitesh Goel explained that the AA had granted an exclusion of 63 days from the CIRP period. On account of this exclusion, the recalculated deadline for submission of the IM shifted to 30.04.2024, and the IM was indeed submitted on that very date.
2.27.4 The DC notes that the exclusion granted by the AA secures the validity of the CIRP period but does not remove the underlying statutory duty of the insolvency professional to adhere to the prescribed milestones
2.27.5 In the present case, while the IM was submitted within the recalibrated period, it was still prepared and shared only at the far end of the extended window. The DC notes that the IM is a critical document that enables the CoC and prospective resolution applicants to assess the viability of resolution. Any avoidable delay, even within an extended period, risks compressing the time available for other essential CIRP milestones.
2.27.6 In view of the above, the DC holds the contravention.
3. Conclusion.
3.1. The DC observes that in respect of CD-1, the NCLAT vide its order dated 10.06.2022 and the Hon’ble Supreme Court dated 11.05.2023. had continued the CIRP, subject to certain directions, by keeping Shri Hitesh Goel as IRP for the EV-2 project which was to be carried as per the provision of the Code and regulations made thereunder. With regards to other projects of the CD-1, the IRP has been given responsibility to supervise the construction with the assistance of the ex-management and its employees and workmen under the directions and approval of the NCLAT which was also subsequently upheld by the Hon’ble Supreme Court. The NCLAT entrusted these responsibilities to Shri Hitesh Goel by the virtue of his appointment as IRP of the CD-1 by the AA. With respect to EV-2 project, the NCLAT in paragraph 23 of its order dated 10.06.2022 specifically directed Shri Hitesh Goel to carry out activities as per the provisions of the Code. He was given this duty to overlook other projects of the CD-1 because of his registration as IP with the Board. Therefore, the Code of Conduct provided for an IP will apply to him. Moreover, till the issuance of above SCN dated 24.07.2024, the process was operating under the aegis of the IBC framework. The directions of the NCLAT should not be read as exclusion of the Code of Conduct applicable to an IP. Hence Shri Hitesh Goel cannot claim exclusion from his role as an IP under the Code.
3.2. Further, the Supreme Court’s order dated 21.02.2023 did not prevent Shri Hitesh Goel from performing his statutory duties as Resolution Professional, including examining transactions and filing avoidance applications. The only restriction imposed by Hon’ble Supreme Court was that the evaluated offers of the PRAs may be placed for consideration before the NCLAT, but the NCLAT was requested to keep the proceedings in abeyance till further orders. Thus, the CIRP remained operational with regards to the performance of duties under Section 25(2)(j) of the Code and Regulation 35A of the CIRP Regulations. Further, an extension or exclusion of time granted by the AA does not preclude the statutory obligations of an IP. Rather, it serves as a protective mechanism to prevent the overall insolvency resolution process from heading into unwarranted outcome which are beyond control of IP. However, the IP remains duty-bound to make all reasonable efforts to comply with prescribed timelines in terms of the provisions under the Code and the regulations made thereunder.
4. Order.
4.1. In view of the foregoing discussion, the SCN, reply to the SCN, oral and written submissions made by Shri Hitesh Goel, the DC finds that Shri Hitesh Goel had failed to perform his duties provided under the Code with Regulations made thereunder. The DC is of the view that Shri Hitesh Goel made the following contraventions of the Code, and the Regulations made thereunder:-
In CIRP of CD-1
a) Failure to disclose material information in the Information Memorandum (IM).
b) Failure to file the IM along with the CIRP Form 3 with the Board.
c) Failure to conduct the first meeting of CoC as per the prescribed timeline.
d) Inordinate delay in filing avoidance application.
e) Inordinate delay in circulating the minutes of the lenders’ meeting to stakeholders in non-EV-2 projects of CD-1.
In CIRP of CD-2
f) Failure to conduct the first meeting of the CoC as per the prescribed timeline in CIRP of CD-2.
g) Failure to Appoint the Registered Valuers within the Prescribed Timelines.
h) Failure to Publish Form-G within the Prescribed Timelines
i) Delay in Submission of IM
4.2. Therefore, the DC in exercise of the powers conferred under Section 220 of the Code read with Regulation 13 of the IBBI (Inspection and Investigation) Regulations, 2017 hereby suspends the registration of Shri Hitesh Goel (Registration No. IBBI/IPA-001/IP-P01405/2018-2019/12224) for a period of two years.
4.3. This Order shall come into force on expiry of 30 days from the date of its issue.
4.4. A copy of this order shall be sent to the CoC/Stake Holders Consultation Committee (SCC) of all the corporate debtors in which Shri Hitesh Goel is providing his services, if any. The CoC/SCC of the respective CD may decide about continuation of Shri Hitesh Goel as RP/Liquidator of the CD.
4.5. A copy of this order shall be forwarded to the Institute of the Chartered Accountants of India ICAI (IIIP-ICAI) where Shri Hitesh Goel is enrolled as a member.
4.6. A copy of this order shall also be forwarded to the Registrar of the Principal Bench of the National Company Law Tribunal, New Delhi, for information.
4.7. Accordingly, the show cause notice is disposed of.
Sd/-
(Dr. Bhushan Kumar Sinha)
Whole Time Member
Insolvency and Bankruptcy Board of India
Sd/-
(Jayanti Prasad)
Whole Time Member
Insolvency and Bankruptcy Board of India
Dated: 30 March 2026
Place: New Delhi
