NCLAT Chennai Rules, Withdrawal Application Filed After Constitution Of CoC Must Obtain Its Approval U/S 12A Of IBC
Pranav B Prem
The National Company Law Appellate Tribunal (NCLAT), Chennai Bench, comprising Justice Rakesh Kumar Jain (Judicial Member) and Jatindranath Swain (Technical Member), dismissed joint appeals filed by Riju Ravindran, suspended director and promoter of Think & Learn Pvt. Ltd. (the parent company of BYJU’s), and the Board of Control for Cricket in India (BCCI). The appeals challenged the decision of the National Company Law Tribunal (NCLT), Bengaluru Bench, which had ruled that a withdrawal application filed under Section 12A of the Insolvency and Bankruptcy Code (IBC) after the constitution of the Committee of Creditors (CoC) must obtain CoC’s approval.
Background
The case arises from financial claims initiated against Think & Learn Pvt. Ltd. BCCI filed an application under Section 9 of the IBC for default of ₹158.90 crore. Subsequent to the NCLT admitting this application, another creditor, GLAS Trust Company LLC, also sought to initiate CIRP for an outstanding claim of ₹8,200 crore. However, NCLT dismissed the GLAS application, directing the applicant to approach the Interim Resolution Professional (IRP).
Meanwhile, BCCI and the promoters of Think & Learn Pvt. Ltd. reached a settlement. Raveendran, representing the promoters, approached the NCLAT challenging the initiation of CIRP. The NCLAT allowed the appeal, but this was overturned by the Supreme Court on 18 August 2024, which held that the CoC had already been constituted and its role could not be negated.
During the pendency of proceedings, BCCI submitted Form FA to the IRP on 16 August 2024 for withdrawal of the CIRP under Section 12A. However, the IRP refrained from acting upon it due to the Supreme Court's pending appeal and on the explicit instructions of BCCI to await the final ruling. The IRP subsequently constituted the CoC on 21 August 2024, which included GLAS Trust Company LLC.
Post the Supreme Court’s decision, the IRP filed an application for withdrawal under Section 12A, but it was objected to by creditors. The NCLT ruled that since the CoC had been constituted, its approval was necessary. Aggrieved, Riju Ravindran and BCCI filed separate appeals before the NCLAT.
Appellants’ Submissions
The appellants argued that Form FA for withdrawal was submitted on 16 August 2024, prior to the constitution of the CoC, and thus the application should be governed by Regulation 30A(1)(a) of the IBBI (CIRP) Regulations, 2016. Under this provision, the approval of the CoC is not required if the withdrawal application is filed before the CoC is constituted. They contended that the IRP’s delay in filing the application—allegedly due to the pending Supreme Court appeal—should not prejudice the rights of the applicant to seek withdrawal under the pre-CoC framework.
Respondents’ Submissions
The respondents, including the IRP and financial creditors, argued that although Form FA was submitted earlier, the actual withdrawal application under Section 12A was filed after the CoC was constituted. They stressed that as per Regulation 30A(1)(b), once the CoC is in place, withdrawal requires approval from 90% of the CoC voting share. Further, they submitted that BCCI had clearly directed the IRP not to act on Form FA until the Supreme Court decision, and thus any delay was attributable to the appellants themselves.
NCLAT’s Findings
The NCLAT held that the relevant date for determining the applicability of Regulation 30A is not the date when Form FA is submitted but when the IRP actually files the application for withdrawal before the Adjudicating Authority. The tribunal observed that the IRP did not act on the Form FA due to the instructions of BCCI and the pendency of the Supreme Court appeal.
The Tribunal emphasized that once the CoC is constituted, its role is critical and cannot be bypassed. It clarified that in the instant case, since the application under Section 12A was filed after the constitution of the CoC, the statutory requirement of obtaining 90% approval from the CoC under Regulation 30A(1)(b) was mandatory. The tribunal also rejected the appellants’ argument that the IRP acted with mala fides or undue delay. It held that the IRP acted reasonably and in accordance with instructions from the parties.
Verdict
The NCLAT concluded that the withdrawal application filed after the CoC was constituted must necessarily comply with the requirements of Section 12A of the IBC and Regulation 30A(1)(b), which mandates CoC approval. Consequently, both appeals were found to be without merit and were dismissed.
Appearance
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
Cause 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 No: Company Appeal (AT) (CH) (Ins) No. 89 of 2025 IA Nos. 250, 251 & 390/2025
Coram: Justice Rakesh Kumar Jain [Member (Judicial], Jatindranath Swain [Member (Technical]
[Read/Download order]
