Raman Gupta vs National Asset Reconstruction Company ...
- CitationCompany Appeal (AT) (Insolvency) No. 1711 of 2025
Ratio decidendi
The rule this decision rests on
Where a resolution plan approved under the Insolvency and Bankruptcy Code expressly authorises the Committee of Creditors or its representative to pursue avoidance applications under Sections 43 to 51 and Section 66, the Committee of Creditors may be substituted for the Resolution Professional as applicant in such an application, and that substitution is in accordance with the plan. A person bound by an approved resolution plan, including a suspended director of the corporate debtor, cannot challenge such a substitution on the ground that he was not given an opportunity to object to the avoidance application or was not made a party to it, since the plan is binding on all stakeholders.
Written by Miss Lucy from the judgment below, not taken from a headnote.
Judgment
As delivered
IN THE MATTER OF: Raman Gupta ...Appellant Versus National Asset Reconstruction Company Ltd. ...Respondents
Present: For Appellant : Ms. Purti Gupta, Ms. Heena George, Ms. Sunidhi Sah and Ms. Khushi Sharma, Advocates.
For Respondents : Mr. Ankur Mittal, Ms. Sabhya Jain and Mr. Ankush Kumar, Advocates.
ORDER
(Hybrid Mode)
12.11.2025: This appeal has been filed against an order dated
18.08.2025 passed in I.A. No. 3968/2025 filed by the Committee of Creditors
(CoC) by which CoC has been substituted i.e., National Asset Reconstruction
Company Ltd. (NARCL) in place of Resolution Professional (RP) who had filed
I.A. No. 3389/2021 (avoidance application).
2. Learned counsel for the appellant challenging the order submits that
appellants were not given opportunity to object to the application and not even
made party to the application hence order need to be interfered with.
3. The adjudicating authority has referred to Clause 4.7 of the resolution
plan which clearly authorised the CoC or representative of the CoC to pursue the application filed under Sections 43 to 51. Clause 4.7 of the plan has been
quoted in paragraph 2 of the judgment which is as follows:
"4.7 In the event any transaction is avoided/ set aside by the NCLT in terms of Sections 43, 45, 47, 49, 50 or 66 of the IBC and any amount is received by the Resolution Professional, Resolution Applicant or Corporate Debtor in furtherance thereof, such sums shall be for the benefit of the Financial Creditors forming part of the CoC and shall be a pass-through amount to the Financial Creditors forming part of the CoC in ratio of their admitted claims and which shall be paid without any demur or protest or adjustments to the Financial Creditors forming part of the CoC within 10(ten) days from the receipt of such amounts). Provided that all or any costs and expenses in relation to pursuing such applications post approval of this Resolution Plan by the NCLT shall be borne by the CoC. The Resolution Applicant further authorizes CoC or representative of CoC to pursue the applications filed under Sections 43 to 51 (both inclusive) and Section 66 of the Code and Resolution Applicant / Corporate Debtor shall provide all necessary assistance, information and records as may be available with them to contest, preserve and protect the rights of recovery available to the CoC in such proceedings."
4. The submission of the appellant that appellant the suspended director
was not given any opportunity to object the application does not commend
us. When the resolution plan was approved which is binding on the appellant
also where the resolution applicant has authorised CoC or representative to
pursue the avoidance application, we fail to see any substance in the
submission of the appellant that it can object to the said application for
substitution of NARCL in place of RP which is in accordance with resolution
plan. Resolution plan is binding on all stakeholders including the appellant
who is suspended director, it is not open for the appellant to challenge the
substitution.
Comp. App. (AT) (Ins.) No. 1711 of 2025 & I.A. No. 6736 & 6738 of 2025 2 of 3 We thus do not find any merit in the appeal. Appeal is dismissed.
[Justice Ashok Bhushan] Chairperson
[Barun Mitra] Member (Technical) himanshu/md
Comp. App. (AT) (Ins.) No. 1711 of 2025 & I.A. No. 6736 & 6738 of 2025 3 of 3
This page reproduces a public judgment and a summary of it. It is research material, not legal advice, and it is no substitute for advice from an advocate on your own facts.
Research this judgment with Miss Lucy
Ask what it holds, what has followed it, and what it means for your matter — in plain English, with the citations.
Try Miss Lucy free