Pan India Consultants Pvt. Ltd vs Amit Chandrakan Shah Resolution ...

IN THE MATTER OF: Pan India Consultants Private Limited ...Appellant Versus Amit Chandrakan Shah, Resolution Professional of Frost International Ltd. & Anr. ...Respondents

Present: For Appellant : Mr. Angad Mehta and Mr. Arsh, Advocates.

For Respondents : Mr. Shahan Ulla, Mr. Varun Kalra and Mr. Pranav Khanna, Advocates for R-1.

Mr. J. Rajesh, Mr. Dhrupad Vaghani, Ms. Gayatri Mohite, Md. Arsalan Ahmed, Mr. Yashwardhan Aggarwal and Ms. Kamakshi Maini, Advocates for R-2.

ORDER

(Hybrid Mode)

30.01.2026: Heard learned counsel for the appellant as well as learned

counsel for the respondent.

2. This appeal has been filed against an order dated 12.01.2026 passed

by the adjudicating authority (National Company Law Tribunal, Mumbai

Bench - I) in I.A. No. 4589/2025. I.A. was filed by the appellant praying for

reliefs which has been quoted in paragraph 1 of the impugned order.

Paragraph 1 of the impugned order is as follows:

"(e) this Hon'ble Tribunal be pleased to direct that the PI of the Corporate Debtor in the Oil Block is not an asset of the Corporate Debtor;

(f) this Hon'ble Tribunal be pleased to direct Respondent No. 1 to offer the PI of the Corporate Debtor to the Applicant as per Article 13 and/or any other provision of the JOA;

(g) this Hon'ble Tribunal be pleased to pass an order directing that the PI of the Corporate Debtor in the Oil Block be excluded from the Corporate Insolvency Resolution Process of the Corporate Debtor;

(h) this Hon'ble Tribunal be pleased to pass such further orders as may be required/necessary in the facts and circumstances of the present case."

3. The corporate debtor has participating interest in the oil block. The

appellant/applicant has also the participating interest in the oil block and

there were two contracts; Production Sharing Contract and Joint Operation

Contract, of which appellant and corporate debtor both were parties. The

Corporate Insolvency Resolution Process (CIRP) against the corporate debtor

commenced on 09.02.2023. Form-G was issued thrice. The resolution plans

were received and have been approved by the Committee of Creditors (CoC)

and are pending consideration before the adjudicating authority for approval.

The appellant filed I.A. No. 4589/2025 praying for reliefs as noted above. The

adjudicating authority by the impugned order has rejected the application,

aggrieved by which order, this appeal has been filed.

4. Learned counsel for the appellant submitted that the Resolution

Professional (RP) could not have taken control of the assets. He has referred

to Section 18(1)(f) Explanation (a) of the Insolvency and Bankruptcy Code,

2016 (for short the Code or the IBC). He submits that the corporate debtor

was having possession under the contractual arrangement, hence the said

could not have been taken control by the RP and the participating interest

ought to have been excluded from the assets of the corporate debtor. He

further submits that appellant had right to ask for valuation of the

Comp. App. (AT) (Ins.) No. 210 of 2026 2 of 5 participating interest and exercise his pre-emptive right with respect to

participating interest. He submits that appellant has objected when Form-G

was issued and asked for communicating the valuation of the corporate

debtor in the participating interest.

5. Learned counsel appearing for the respondent refuting the submissions

of the appellant submits that the RP is not taking possession of the assets

what belonged to the corporate debtor is only participating interest in the oil

blocks which is an intangible right and is fully covered by asset/property and

is asset of the corporate debtor. It is further submitted that the present is not

a case where participating rights are being transferred or sold so as to attract

the provisions of Joint Operation Agreement or the clauses which has been

relied by the appellant. It is submitted that the corporate debtor is being

resolved under the IBC which is not akin to any transfer of the asset.

6. We have considered the submissions of the counsel for the parties and

perused the records.

7. Section 18(1)(f) Explanation (a) which is relied by the appellant,

provides as follows:

"18. Duties of interim resolution professional. - The interim resolution professional shall perform the following duties, namely:--

(f) take control and custody of any asset over which the corporate debtor has ownership rights as recorded in the balance sheet of the corporate debtor, or with information utility or the depository of securities or any other registry that records the ownership of assets including--

Comp. App. (AT) (Ins.) No. 210 of 2026 3 of 5

(i) assets over which the corporate debtor has ownership rights which may be located in a foreign country;

(ii) assets that may or may not be in possession of the corporate debtor;

(iii) tangible assets, whether movable or immovable; (iv) intangible assets including intellectual property;

(v) securities including shares held in any subsidiary of the corporate debtor, financial instruments, insurance policies;

(vi) assets subject to the determination of ownership by a court or authority;

Explanation.--For the purposes of this 1 [section], the term "assets" shall not include the following, namely:--

(a) assets owned by a third party in possession of the corporate debtor held under trust or under contractual arrangements including bailment;"

8. When we come to the facts of the present case, RP is not taking

possession of oil blocks or any other asset, what is part of the asset of the

corporate debtor is the participating interest in the oil block allotted by the

Central Government. We thus are of the view that Section 18(1)(f) Explanation

(a) does not render any assistance to the appellant to resist inclusion of the

assets of the corporate debtor.

9. Coming to the submission that appellant has pre-emptive right to take

assets and receive the valuation, present is a case where under the IBC and

the Regulation, 2016, the corporate debtor is being resolved in the process of

resolution, everyone including the applicant had right to participate by

submission its Expression of Interest. Present is not a case where RP is

transferring the assets so as to give pre-emptive right to the appellant.

Relevant clauses on which reliance has been placed by the appellant has been Comp. App. (AT) (Ins.) No. 210 of 2026 4 of 5 looked into and has been considered by the adjudicating authority in the

impugned order.

10. We are of the view that adjudicating authority after giving valid reasons

has rejected the application filed by the appellant which does not warrant any

interference in exercise of appellate jurisdiction by this Tribunal.

Appeal is dismissed.

[Justice Ashok Bhushan] Chairperson

[Barun Mitra] Member (Technical) himanshu/md

Comp. App. (AT) (Ins.) No. 210 of 2026 5 of 5