2025 (3) TMI 972 - AT - IBC

Termination of Corporate Insolvency Resolution Process (CIRP) initiated - seeking clarification of the order on the ground the order simply stops the IRP to take further steps in the Corporate Debtor but in no way it says the CIRP has come to an end or the order dated 04.12.2023 of the Ld. NCLT initiating the CIRP is quashed - HELD THAT - Admittedly upon initiation of CIRP the moratorium is to be declared which in fact was declared by the impugned order 04.12.2023. Admittedly vide such order the IRP was appointed and admittedly per Section 17 of IBC from the date of the appointment of the IRP the management of the affairs of the Corporate Debtor stood vested with the IRP on 04.12.2023 itself - A bare perusal of the order dated 07.12.2023 passed by this Tribunal shows the Tribunal only granted a stay on further steps to be taken by the IRP. Admittedly the applicant being the majority shareholders of the Corporate Debtor and in the wake of allegations it makes; including admission by the appellant that some portion of property of Corporate Debtor has been mortgaged after the CIRP is initiated; the applicant needs to be heard and it cannot be said it has no locus. Even otherwise we need not dwell upon this issue as even the appellant s application is also for clarification of order dated 07.12.2023. The main issue in it was qua exclusion of some period for counting of the time limits for completion of CIRP hence would not be relevant for the issue involved herein. The learned senior counsel also referred to Rajendra Bhutia Vs Suri Rahul Erstwhile Director of the Corporate Debtor and Another 2021 (10) TMI 1458 - NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH wherein the facts were the RP did not take possession of the assets during a particular period and the Board of Directors of Corporate Debtor were incharge of its affairs and it was held there cannot be a vacuum in the management of company. However in this case too the amount so withdrawn by the erstwhile Directors was directed to be refunded alongwith fine to the IRP hence also is not relevant. Admittedly after 07.12.2023 the RP is precluded from taking steps qua inviting claims; constituting of Committee of Creditors etc. etc but this would not mean the Suspended Board shall be incharge of assets of the Corporate Debtor. Conclusion - i) The management of the Corporate Debtor remains with the IRP despite the stay on further CIRP steps as per the legal fiction created by the IBC. ii) The stay order does not imply a return to the status quo ante and the Board of Directors cannot resume control. Application disposed off.

ISSUES PRESENTED and CONSIDERED

The core legal questions considered in this judgment include:

Whether the order dated 07.12.2023 effectively terminated the Corporate Insolvency Resolution Process (CIRP) initiated by the order dated 04.12.2023.
Whether the Interim Resolution Professional (IRP) continues to manage the affairs of the Corporate Debtor despite the stay order on further steps in the CIRP.
The locus standi of the applicant in IA No.1509/2025, who claims to hold a majority shareholding in the Corporate Debtor.
The implications of the writ petition filed by an erstwhile Director of the Corporate Debtor and the role of the IRP in this context.

ISSUE-WISE DETAILED ANALYSIS

1. Effect of the Order Dated 07.12.2023 on the CIRP

Relevant legal framework and precedents: The judgment references Sections 13, 14, 16, and 17 of the Insolvency and Bankruptcy Code (IBC), 2016, which outline the procedures and implications of initiating a CIRP, including the declaration of a moratorium and the appointment of an IRP.
Court's interpretation and reasoning: The Tribunal clarified that the order dated 07.12.2023 did not quash the CIRP initiated by the order dated 04.12.2023. Instead, it merely stayed further procedural steps in the CIRP.
Key evidence and findings: The Tribunal noted the legal fiction created by the IBC, which vests management of the Corporate Debtor with the IRP upon initiation of CIRP.
Application of law to facts: The Tribunal concluded that the management of the Corporate Debtor remains with the IRP, despite the stay on further CIRP steps.
Treatment of competing arguments: The Tribunal rejected arguments suggesting that the stay order implied a return to the status quo ante, thereby reinstating the Board of Directors' control.
Conclusions: The Tribunal affirmed that the IRP retains control over the Corporate Debtor's management.

2. Locus Standi of the Applicant in IA No.1509/2025

Relevant legal framework and precedents: The Tribunal considered precedents like Ashish Gupta Vs Delagua Health India Pvt Ltd to determine the rights of shareholders in CIRP proceedings.
Court's interpretation and reasoning: The Tribunal recognized the applicant's claims regarding alleged asset transfers and deemed the applicant a necessary party due to its majority shareholding.
Key evidence and findings: The applicant's allegations of improper asset transfers by the suspended directors were considered significant.
Application of law to facts: The Tribunal decided that the applicant should be heard, given the potential impact on the Corporate Debtor's assets.
Treatment of competing arguments: The Tribunal dismissed arguments against the applicant's locus standi, emphasizing the need for transparency and accountability.
Conclusions: The Tribunal allowed the applicant to participate in proceedings due to its substantial shareholding and the allegations raised.

3. Role of the IRP in the Writ Petition

Relevant legal framework and precedents: The Tribunal referenced its own order dated 07.12.2023, which highlighted the importance of protecting the interests of allottees.
Court's interpretation and reasoning: The Tribunal directed the IRP to join the writ petition as a co-petitioner, given its potential impact on the Corporate Debtor's obligations and interests.
Key evidence and findings: The writ petition's alignment with the interests of allottees was a key factor in the Tribunal's decision.
Application of law to facts: The Tribunal found the IRP's involvement necessary to ensure comprehensive representation of the Corporate Debtor's interests.
Treatment of competing arguments: The Tribunal did not entertain arguments against the IRP's involvement, focusing instead on the broader implications for the Corporate Debtor.
Conclusions: The Tribunal mandated the IRP's participation in the writ petition to safeguard the Corporate Debtor's interests.

SIGNIFICANT HOLDINGS

The Tribunal held that the management of the Corporate Debtor remains with the IRP despite the stay on further CIRP steps, as per the legal fiction created by the IBC.
The Tribunal emphasized that the stay order does not imply a return to the status quo ante, and the Board of Directors cannot resume control.
The Tribunal recognized the applicant's locus standi due to its majority shareholding and the allegations of asset transfers, allowing it to participate in proceedings.
The Tribunal directed the IRP to join the writ petition as a co-petitioner to protect the interests of the Corporate Debtor and its stakeholders.

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