Mr. Dinesh Kothari, Mrs. Kamala Kothari, Mrs. Urmila Kothari vs Ms. Rajalakshmi Varadarajan, Bank Of Baroda

(Hybrid Mode)

Oral: Justice Sharad Kumar Sharma, Member (Judicial)

The Appellant questions the propriety of the impugned order dated 27.04.2026, that was passed in IA(IBC)/425(CHE)/2026, preferred in CP(IB)/988/CHE/2019 by the Ld. NCLT, Chennai, seeking for handing over the original title deeds pertaining to Raman Towers Property at Rajiv Gandhi Square, Pondicherry, which were in possession of Bank of Baroda. When the proceedings were taken up, before the Ld. Tribunal the Respondent Bank had recorded the statement through their Ld. Counsel that, on the instructions of their respective authorities, they have no objection in releasing the original title deeds of the said property to the liquidator. As of now, the very purpose of the impugned order dated 27.04.2026, has been served as the title documents are stated to have already been handed over to the Liquidator.

The challenge as given by the Appellant, to the impugned order is on the basis that, since his rights remain sub judice in a pending company appeal, being CA (AT) (CH) (Ins) No.609/2025 before this Appellate Tribunal in which an Interim Order is operating, the adjudication made in this company appeal on merits may have an adverse bearing, as far as the pending company appeal is concerned.

As far as the pending company appeal is concerned, in which the Appellant is pursuing his rights, as against the order of Ld. NCLT dated 09.10.2025, rendered on IA(IBC)/1207(CHE)/2022, that was preferred in CP(IB)/988/(CHE)2019, it also engages consideration with regards to determination of the rights of the Appellant qua the property whose title documents have been directed to be handed over by the impugned order.

As far as the instant company appeal is concerned, the impugned order has already been implemented. Further, the solitary ground, which has been agitated by the Appellant in this company appeal is that, the order is in violation of the principles of natural justice as the order has been passed on the application of Respondent No.1 after inviting objection from Respondent No.2 without impleading the Appellant who is the main affected person. We are of the view that, so far as the aspect of principles of natural justice is concerned, it is not to be invariably applied in all those proceedings where the consequential effect of the directions issued therein will have a bearing on the parties to the proceedings and not to parties like the Appellant who are outside the proceedings and adherence to principles of natural justice may not be blindly adopted for adjudication in the interlocutory stage without serving its purposes. Whatsoever be the consequences of the impugned order of handing over the original title deeds, it was an order by consent of the party, i.e., Bank of Baroda, who was to be affected and it will not cause any prejudice to the Appellant’s right because all his rights are still required to be considered in Company Appeal (AT) (CH) (Ins) No.609/2025, pending before this Appellate Tribunal, in which an Interim Order operates in his favour.

So instead of giving a consideration to the impugned order under challenge in the instant company appeal, we close the company appeal leaving it open for the Appellant to pursue his reliefs in Company Appeal (AT) (CH) (Ins) No.609/2025, where he has put a challenge to the order passed on 09.10.2025, in IA(IBC)/1207(CHE)/2022 in CP(IB)/988/(CHE)/2019, by virtue of which, among other things the relief sought by the liquidator to the effect that, “e. To direct the 1^st and 2^nd Respondents to hand over documents pertaining to the ownership of the Property with five floors, measuring app. 7000 sq. ft., at Raman Towers, Rajiv Gandhi Square, ECR Road, Pondicherry 605 011 viz., Agreement of Sale Deed, to this Applicant Resolution Professional;” has been granted because in case the Appellant succeeds in the Appeal, the grievance he agitates in the instant Appeal, CA (AT) (CH) (Ins) No.305/2026 will be taken care of.

The other aspect, which requires consideration as per the Appellant in the instant company appeal is that, the direction given by the impugned order to hand over the original title deeds, if not overturned, may affect the proceedings of the pending company appeal, CA (AT) (CH) (Ins) No.609/2025.

To address this concern of the Appellant, during the course of our dictation of this judgment, we had called for the records of Company Appeal (AT) (CH) (Ins) No.609/2025, preferred by the Appellants and have gone through the same. In the said company appeal, the challenge as given by the Appellant is to the impugned order as rendered in IA(IBC)/1207(CHE)/2022. which was preferred in CP(IB)/988/(CHE)/2019. In the said Appeal, the Appellant has challenged the directions of Ld. NCLT, directing the Appellants to contribute Rs.20,40,296/- to liquidation account of the Corporate Debtor and to hand over original title deeds and all documents of ownership and possession of the subject property, Raman Towers.

Since the company appeal is pending consideration and an Interim Order has been granted on 20.05.2026, deferring the auction of the said property on account of the apprehension expressed by the Appellant with regard to the contemplated auction of 26.05.2026, we are of the view that as the entire rights of the Appellant is yet to be determined in the decision to be taken in a proceedings in IA(IBC)/1207(CHE)/2022 filed under Section 25 (2)(i) and Section 66 of the I&B Code, 2016, which is the subject matter of consideration in IA(IBC)/1207(CHE)/2022. Whatsoever rights, as claimed therein, will be independently decided and closure of this company appeal as against the order of direction for handing over of the original title deeds, will not at all affect the proceedings of Company Appeal (AT) (CH) (Ins) No.609/2025, and it will be always open for the Appellant to seek for a consequential relief upon the adjudication of the company appeal on its own merits. At this stage, so far as the instant company appeal is concerned, we don’t feel that it is required to be ventured into on merits at the behest of the Appellant.

Hence, the company appeal is directed to be ‘closed’, subject to the aforesaid exemption.