Withdrawal Application Filed After Constitution Of CoC Must Obtain Its Approval U/S 12A Of IBC: NCLAT, Chennai

Background

The case arises from the two appeals filed before the National Company Law Appellate Tribunal (NCLAT), Chennai. The first appeal is filed by Riju Ravindran, a suspended director and promoter of Think & Learn Pt ltd against the IRP and the second appeal has been filed by the Board of Control for Cricket in India (BCCI) against the same respondents. The case is related to a financial dispute wherein the BCCI has filed a petition under Section 9 of the IBC against Think & Learn Pt ltd for recovery of Rs. 158.90 crores and consequently filing of another petition by GLAS Trust Company LLC for a massive debt of Rs 8200 crores. The NCLT Bangalore admitted the petition filed by the BCCI and consequently dismissed the GLAS Trust company petition by directing them to approach the IRP.

A settlement was reached between the BCCI and the promoters of Think & Learn Pt ltd. Byjus Raveendran challenged the initiation of CIRP in an appeal and the same was allowed. Later GLAS Trust Company LLC challenged this decision before the Supreme Court and the Apex court stayed the NCLAT's order.

Meanwhile BCCI also submitted Form FA to the IRP 16^th August, 2024 for withdrawal of CIRP, but the IRP stated that no action can be taken till the Supreme court dismiss the appeal. The IRP also constituted an CoC on 21^st August, 2024 including GLAS Trust Company LLC and other creditors.

In the month of August, the Supreme Court allowed the appeal by setting aside the NCLAT order. The court stated that CoC had already been constituted and its role had to be recognized. Following this IRP filed an application for withdrawal application which was objected by the creditors. The NCLT stated that the application had to be considered by the CoC. Aggrieved, Riju Ravindran and BCCI filed current appeals.

Argument of Appellant

The appellant argued that the application for withdrawal of the CIRP should be treated as filed before the constitution of the CoC and thus is governed by Regulation 30A(1)(a) of the IBBI regulations which does not require CoC approval. The appellant stated that the settlement between BCCI was reached before and the Form FA for withdrawal was submitted to the IRP prior to the CoC's constitution. The appellant argued that the IRP delay in filling the Form FA due to the pending Supreme Court appeal, should not defeat his right to withdrawal under the pre-CoC framework.

Argument of Respondent

The respondent argued that the withdrawal application under Section 12A along with Form FA was formally filed by the IRP after the constitution of the CoC. According the Regulation 30A(1)(b), approval of 90% CoC voting share was mandatory. They also argued that the although Form FA was submitted in august, the BCCI itself had instructed the IRP to file it only after the Supreme Court's decision. The delay was at the instance of appellant.

NCLAT Judgement

The tribunal held that the application for the withdrawal of the CIRP under Section 12A of the of the IBC was submitted after the constitution of CoC. The trinbunal rejected the argument of the appellant stating that Form FA submitted should be treated as the date of filing noting that IRP did not act on it due to the explicit instructions from the BCCI to wait until the SC disposed of the pending appeal. The tribunal concluded that since the withdrawal application was filed after CoC constitution, it must go through the CoC approval process as mandated under Section 12A and Regulation 30A(1)(b) and thus the appeals lacked merit.

Both the appeals were dismissed.

Case Title: Riju Ravindran Suspended director and Promoter of Think & Learn Pt ltd V. Pankaj Srivastava, IRP of Think and Learn Pvt. Ltd. & 3 Ors

Case Number: Company Appeal (AT) (CH) (Ins) No. 89 of 2025 IA Nos. 250, 251 & 390/2025

Tribunal: National Company Law Appellate Tribunal, Chennai

Coram: Justice Rakesh Kumar Jain (Member (Judicial) and Jatindranath Swain (Member (Technical)

For Appellant: Mr. Arun Kathpalia, Senior Advocate Mr. Abhijeet Sinha, Senior Advocate Mr. Adarsh Ramanujan, Advocate Ms. Ananya Ghosh, Advocate Ms. Mrinalini Mishra, Advocate Ms. Doel Bose, Advocate, Ms. Priscilla Carolyn, Advocate, Mr. Rishab Gupta, Advocate, Ms. Diksha Gupta, Advocate

For Respondent: Ms. Ann Pereira, Ms. Bhavya Mohan & Ms. Anjali Kutiyal, Advocates for R2

Mr. Vijay Narayan, Senior Advocate For Ms. Sneha Parthasarathy, Mr. Abishek Jenasenan & Ms. Aparajitha Vishwanath, Advocates for R3

Mr Kapil Sibal, Senior Advocate Mr Krishnendu Datta, Senior Advocate For Mr. Prateek Kumar, Ms. Raveena Rai, Ms Moha Paranjpe, Mr Siddhant Grover, Advocates for R4

Mr. Abhinav Vasisht, Senior Advocate For Mr. Savar Mahajan, Ms. Arveena Sharma, Ms. Ichchha Kalash, Ms. Samridhi Shrimali, Ms. Lakshana Viravalli, Ms. S.Madhusmitha & Ms. Akshita Sachdeva Jaitly, Advocates for R5

Date of Judgement: 17^th April, 2025

Read/Download Order Here