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Judgment
O R D E R
Oral Judgment : Justice Sharad Kumar Sharma, Member (Judicial):
These are set of three Company Appeals; being Company Appeal (AT) (CH) (INS) No. 524 / 2025, Company Appeal (AT) (CH) (INS) No. 525 / 2025 & Company Appeal (AT) (CH) (INS) No. 526 / 2025, which question the propriety of the impugned orders that were passed on the same date i.e. 21.08.2025, on the respective Interlocutory Applications as preferred by the Appellant.
In Company Appeal (AT) (CH) (INS) No. 524 / 2025, the grievances of the Appellant is as against the rejection of IA (IBC) / 483 (CHE) / 2025.
Similarly, in Company Appeal (AT) (CH) (INS) No. 525 / 2025, his grievances is as against the rejection of the application IA (IBC) / 484 (CHE) / 2025; and in Company Appeal (AT) (CH) (INS) No. 526 / 2025, his grievances is as against the rejection of the application IA (IBC) / 523 (CHE) / 2025.
It happened so that, the proceedings for seeking dissolution of M/s. GPR Resources Private Limited, by invoking the provisions contained under Section 54 of I & B Code, 2016, was initiated before the Ld. NCLT, Chennai, by way of institution of IA (IBC) / 2369 (CHE) / 2023, as it was preferred in IBA / 582 / 2020.
While considering the aforesaid proceedings of IA (IBC) / 2369 (CHE) / 2023, which was preferred under Section 54 of I & B Code, 2016, seeking for the dissolution of M/s. GPR Resources Private Limited, the Ld. NCLT has proceeded to pass the following orders:
`` In the instant case, vide Order dated 17.10.2024 the proceedings were adjourned sine die, making certain observations which are reproduced as under:
IA(IBC)/2369(CHE)/2023
Present: Ld. Counsel Ms. Krithajnya the Applicant / Liquidator, who is also present in person.
This application is for dissolution of the Company / Corporate Debtor filed under Section 54 of IBC, 2016.
Synopsis also filed.
Ld. Counsel submits that the Corporate Debtor is a Shell Company and the assets are not identifiable. Charge sheet has also been filed against the Company as evident from the status repot filed by the Police in IA (IBC)/784(CHE)/2024. Since criminal cases have been registered against the Company and the persons managing the affairs of the above Company and the charge sheet has been filed, no orders can be passed as to the dissolution of the Corporate Debtor. The proceedings be adjourned sine die.’’
Ld. Counsel for the Liquidator submits that after this Order, the Liquidator has not raised any bill from the Applicant / Financial Creditor / member of the SCC.
Considering the fact that charge sheet has been filed after registration of case against the Company / Corporate Debtor and the persons managing the affairs of the Company / Corporate Debtor, we are not inclined to pass any order for dissolution.
The judgment referred in the case of Ramanathan Bhuvaneshwari IA/66/2021 and CP(IB)/133/BB/2017, dated 11.03.2021, NCLT, Bengaluru Bench, is not applicable to the facts and circumstances of the present case as in that case there is no document showing that the charge sheet has been filed against the Company / Corporate Debtor by the SFIO. There was an order only to the effect that investigation is to be conducted.
In the light of what has been stated above, the Applications are dismissed.’’
The consequential legal effect of the impugned order had been, that the dissolution process of M/s. GPR Resources Private Limited, has been kept in abeyance and has been directed to be adjourned sine die, on the ground, which has been assigned by the Tribunal as contained in the concluding part of the Order dated 17.10.2024, that, owing to the registration of the criminal cases as against the Company and the persons who were managing the affairs of the Company and filing of the charge sheet against them on a criminal side, no order of dissolution could be passed.
However, the said reasoning, is not foundationed on any logical basis, or any authority or a ratio of law or, a precedent laid down by any Superior Courts or Tribunals, which have held that because of pendency of criminal case, proceedings under Section 54 of I & B Code, 2016, could not be continued and were required to be adjourned sine die.
In the proceedings, in which the order was passed on 17.10.2024, the Appellant had filed the respective Interlocutory Applications, as detailed above wherein he had prayed for, that he may be permitted to be impleaded in IA (IBC) / 2369 (CHE) / 2023 and that the proceedings of IA (IBC) / 2369 (CHE) / 2023, may be reopened and taken up for consideration afresh for the purposes of considering the dissolution of the Corporate Debtor i.e. M/s. GPR Resources Private Limited, without prejudice to the respective criminal cases, which are being considered by the CCB-CB(CID) Metropolitan Magistrate Court.
These applications, have been rejected by the impugned order observing thereof that, since the proceedings have already been suspended sine die, by the order of 17.10.2024, no effective order could be passed for considering the requests made by the Appellant in his Interlocutory Applications, seeking dissolution of M/s. GPR Resources Private Limited.
As a matter of fact, after meticulously going through the order of liquidation dated 23.11.2022, we find that, the Appellant had been effectively participating in the liquidation proceedings.
In that eventuality, it was expected that the Appellant ought to have been permitted to participate in the proceedings, which were being held under Section 54 of the I & B Code, 2016, owing to the adverse financial implications, which he may have to bear as a consequence of the proceedings drawn under Section 54 of I & B Code, 2016.
But, however, the Ld. Tribunal while passing the impugned order of 21.08.2025, without considering the aspect of the necessity of the Appellant being impleaded, has proceeded to pass the impugned order on merits thereby closing the application holding that, no orders could be passed on it owing to the earlier order of 17.10.2024 which has been kept in abeyance.
The Respondent had put in an appearance. The Respondent No. 2 does not oppose the prayer, so far as it relates to passing of an order under Section 54 of I & B Code in matters of the dissolution of M/s. GPR Resources Private Limited.
The basic fabric of dispensation of justice is that, any person whose rights are likely to be affected by any judicial order, must be heard, before an adverse order is passed against him, which is lacking in the impugned proceedings and the consequential order.
Exclusively owing to the fact that the impugned order does not embark upon or record any finding to meet the pleadings that were raised by the Appellant in his respective Interlocutory Applications, which were the subject matter of consideration as preferred in IA (IBC) / 2369 (CHE) / 2023 and there is no adjudication on the merits of the application, coupled with the fact that the reason assigned for passing of the order dated 17.10.2024, do not repose much confidence, as it is not foundationed on any legal sound basis, the impugned order dated 21.08.2025 is hereby quashed. The proceedings of IA (IBC) / 2369 (CHE) / 2023 is revived back to its original number, with a request to the Ld. NCLT, Chennai, to decide the IA (IBC) / 2369 (CHE) / 2023 afresh on its merits after giving an effective opportunity to the Appellant to have his say in the proceedings of Section 54 of the I & B Code, 2016, before the Ld. NCLT, Chennai. The consequential effect of the above directions would be that the impleadment of the Appellant, being IA (IBC) / 483 (CHE) / 2025, IA (IBC) / 484 (CHE) / 2025 & IA (IBC) / 523 (CHE) / 2025, as respectively preferred in each of the Company Appeals would be deemed to be allowed.
Subject to the aforesaid, the Company Appeals being Company Appeal (AT) (CH) (INS) No. 524 / 2025, Company Appeal (AT) (CH) (INS) No. 525 / 2025 & Company Appeal (AT) (CH) (INS) No. 526 / 2025, would stand allowed. All Interlocutory Applications, if any, would stand closed.