Idbi Bank Limited vs Ravindra Kumar Goyal

1

NATIONAL COMPANY LAW APPELLATE TRIBUNAL PRINCIPAL BENCH NEW DELHI COMPANY APPEAL (AT)(Ins) NO.853/2025 (Arising out of judgement and order dated 29.05.2025 passed by Ld. NCLT, Mumbai in Interlocutory Application No.817/2025 in CP)IB)/973/MB/2023) In the matter of: IDBI Bank Ltd IDBI Bank Ltd, 7th floor Cuffe Parade, Mumbai 400005 Appellant

Vs

Mr. Ravindra Kumar Goyal, IRP Eden I-807, S G Highway, Godrej Garden City, Jagat Pura Gujarat 382470 Respondent

For Appellant:Ms Prachi Johri, Mr Rishi Thakur, Ms Dhwani Gala, Advocates. For Respondent:Mr. Krishnendu Datta, Sr Advocate Mr Samaksh Goyal, Mr Harsh Gurbani, Advocates.

JUDGEMENT

JUSTICE YOGESH KHANNA, MEMBER (JUDICIAL) This order be read in continuation of the order dated 09.06.2025 by this

Tribunal. The only contention raised today by the learned counsel for the

appellant per Section 22(2) of the IBC, is the Committee of Creditors after being

constituted and required in its first meeting either to resolve to appoint an

Interim Resolution Professional as Resolution Professional or to replace the

Interim Resolution Professional by another Resolution Professional. It is argued

in the first meeting of the Committee of Creditors the Interim Resolution 2

Professional was not appointed as Resolution Professional but the Interim

Resolution Professional continued to hold his office and it was only in 12th CoC

Meeting he was so appointed as Resolution Professional. Thus it was in violation

of Section 22(2) of the Code. Heard.

2. We have gone through our earlier order dated 09.06.2025 and we proceed

to note in sub-section (2) of Section 22 of the IBC there is a discretion with the

CoC that it "may" in the first meeting do the needful as suggested by the learned

counsel for the appellant and in case the Interim Resolution Professional is not

appointed as Resolution Professional in the first meeting he has to be replaced.

However, we also need to note sub-section (5) of Section 16 of the Code says the

term of Interim Resolution Professional shall continue till the date of the

appointment of the Resolution Professional under Section 22. Further Rule 17(3)

of IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016

where the appointment of Resolution Professional is delayed, the Interim

Resolution Professional shall perform the functions of the Resolution

Professional from the 40th day of Insolvency commencement date till the RP is

appointed under Section 22 of the Code.

3. The objective of IBC is a time bound resolution of a Corporate Debtor and

hence, Section 16(5) of the IBC read with Regulation 17(3) of the CIRP

Regulations, 2016 seeks to prevent a situation where a time bound CIRP gets

stalled merely because the CoC fails to confirm the Interim Resolution

Professional appointed by the Ld. NCLT as the Resolution Professional, or fails 3

to appoint someone else as the RP. The 'deeming' fiction created by law

empowers the Interim Resolution Professional appointed by the Ld. NCLT to act

as the Resolution Professional and continue to handle the CIRP as if the said

Interim Resolution Professional was in fact the Resolution Professional of the

corporate debtor.

4. In the facts of the present case, the Respondent was confirmed as the

Resolution Professional by the CoC on 17.02.2025 by 78.43% votes, but the

Respondent continued to discharge the functions of the Resolution Professional

prior to 17.02.2025 as no person came to be appointed as the Resolution

Professional by the CoC any time prior thereto. As the 'deemed' Resolution

Professional, all acts undertaken by the Respondent were valid by operation of

law. The Appellant's contention is the Respondent could not have acted as the

'deemed' Resolution Professional prior to 17.02.2025 since he was not confirmed

as the Resolution Professional, and consequently, the decision taken by the

Respondent is void and contrary to the letter and spirit of Section 16(5) of the

IBC read with Regulation 17(3) of the IBBI (CIRP) Regulations, 2016. If this

argument is accepted, then it would lead to 'turning back the clock' and erode

the objective of the Code for time bound resolution, by a creditor having only

9.76% voting share.

5. Alternatively, it is important to point out after appellant filed the present

Appeal on 09.06.2025, a resolution plan for the corporate debtor came to be

approved on 13.08.2025 by a majority of 75.37% votes. The Appellant 4

participated in the voting process but voted against the said Plan. The

Respondent then filed IA/Plan/ 103/2025 seeking final approval of the said

resolution plan before the Ld. NCLT, Mumbai on 03.09.2025 which is still

pending. Admittedly the Appellant had filed IA 3746/2025 challenging the

resolution plan. Therefore, today the resolution plan for the corporate debtor

stands approved by a thumping majority of 75.37% votes and thus the issue

raised by the learned counsel for appellant now is more of an academic nature.

The Resolution Plan has since been approved by the CoC and is before the

Adjudicating Authority for its approval where the objections have been filed by

the appellant to the Plan and thus we dispose of this appeal with liberty to the

appellant to raise all his contentions before the Ld. Adjudicating Authority.

7. Pending applications are also disposed of.

(Justice Yogesh Khanna) Member (Judicial)

(Mr Indevar Pandey) Member (Technical) Dated:16-03-2026 bm