Dhanlaxmi Electricals Pvt. Ltd. Vs HDFC Bank Ltd. & Anr. (NCLAT Delhi)
Summary: The National Company Law Appellate Tribunal (NCLAT), Principal Bench, New Delhi, in Dhanlaxmi Electricals Pvt. Ltd. Vs HDFC Bank Ltd. & Anr., examined the maintainability of an appeal filed in the name of a corporate debtor challenging an order admitting it into the Corporate Insolvency Resolution Process (CIRP). The appeal arose from the order dated 26.08.2025 passed by the National Company Law Tribunal, Mumbai Bench, Court-IV, in CP (IB)/581(MB)/2024. The corporate debtor, Dhanlaxmi Electricals Pvt. Ltd., instituted the appeal against HDFC Bank Ltd. and the Interim Resolution Professional, CA Dhaval Jitendrakumar Mistry. The central question was whether an appeal could validly be instituted in the corporate debtor’s own name after its admission into CIRP, when the powers of its board of directors had already stood suspended.
The respondents challenged the maintainability of the appeal by relying upon the Supreme Court’s decision in Nitendra Kumar Tomer, Suspended Director, Ambro Asia Private Limited Vs Unox S.P.A. and Another, Civil Appeal No. 3607 of 2026. It was argued that once a corporate debtor is admitted into CIRP, its board loses the authority to institute proceedings on behalf of the company, and any appeal against the admission order must be filed by the suspended directors in their own capacity rather than in the corporate debtor’s name. The respondents also pointed out defects in the supporting affidavit, which appeared to have been executed in Mumbai but notarised in Gurugram without any indication that the deponent had travelled there. Furthermore, the board resolution authorising the appeal was dated after the impugned CIRP admission order, when the board’s powers had already been suspended. These circumstances, according to the respondents, rendered the appeal incompetent.
The appellant raised a separate and significant objection concerning the existence of an earlier insolvency proceeding against the same corporate debtor. It submitted that CIRP had previously been initiated through an order dated 06.12.2023 in C.P.(IB) 398 of 2023. Although the NCLAT had reversed that admission order on 13.03.2024 in Company Appeal (AT) (Ins) No. 22 of 2024, the Supreme Court subsequently reversed the NCLAT’s decision on 10.12.2025 in Civil Appeal No. 12261 of 2024, thereby restoring the original CIRP admission order. Consequently, the appellant argued that the subsequent admission order dated 26.08.2025 could not survive because two separate orders could not simultaneously commence insolvency resolution proceedings against the same corporate debtor. The contention therefore concerned the legal effect of the earlier CIRP order restored by the Supreme Court.
The NCLAT, comprising Justice N. Seshasayee, Member (Judicial), and Arun Baroka, Member (Technical), found merit in the submissions advanced by both parties but distinguished between the maintainability of the appeal and the effect of the restored CIRP order. On maintainability, the Tribunal held that the appeal, as framed in the corporate debtor’s name, was inconsistent with the law declared by the Supreme Court. The conclusion reflected the consequences of commencement of CIRP under the Insolvency and Bankruptcy Code, 2016, under which the powers of the board of directors stand suspended and management vests in the Interim Resolution Professional. The Tribunal also recognised that, even if the appeal had been maintainable, the Supreme Court’s judgment restoring the earlier CIRP order would have rendered the challenge to the subsequent admission order infructuous.
The Tribunal further observed that, notwithstanding the subsequent CIRP admission order obtained by HDFC Bank Ltd., the existence of an already commenced CIRP against the same corporate debtor meant that the respondent might now have to pursue its claim in that insolvency process. However, the Tribunal expressly treated that question as a separate issue and confined its operative determination to the maintainability of the appeal. Accordingly, the NCLAT dismissed Company Appeal (AT) (Ins) No. 1530 of 2025 as not maintainable, without imposing costs, and closed I.A. No. 5993 of 2025. The decision underscores that an appeal challenging CIRP admission must be instituted by a legally competent appellant and that a board resolution passed after suspension of the board’s powers cannot confer authority to institute proceedings in the corporate debtor’s name. It also highlights the practical consequences of an earlier CIRP order being restored by the Supreme Court while a subsequent admission order concerning the same corporate debtor is under challenge.
Cases Discussed
1. Nitendra Kumar Tomer, Suspended Director, Ambro Asia Private Limited Vs Unox S.P.A. and Another (Supreme Court); Civil Appeal No. 3607 of 2026. The respondents expressly relied upon this judgment to challenge the maintainability of an appeal instituted in the corporate debtor’s name after commencement of CIRP. The NCLAT applied the Supreme Court’s ruling and held that the appeal, as framed, was not maintainable because the corporate debtor’s board had already lost its authority to institute proceedings on behalf of the company. The judgment was decisive on the issue of maintainability.
2. Supreme Court Judgment in Civil Appeal No. 12261 of 2024; 10/12/2025. The appellant relied upon this judgment, which reversed the NCLAT’s decision dated 13.03.2024 in Company Appeal (AT) (Ins) No. 22 of 2024 and restored the earlier order dated 06.12.2023 admitting the corporate debtor into CIRP. The NCLAT accepted that, in view of this Supreme Court judgment, the present appeal would have become infructuous even if it had otherwise been maintainable. The uploaded judgment does not separately identify the parties to this Supreme Court appeal.
3. NCLAT Judgment in Company Appeal (AT) (Ins) No. 22 of 2024; 13/03/2024. Referred to in the appellant’s submissions as the earlier appellate decision reversing the CIRP admission order dated 06.12.2023. That NCLAT decision was subsequently reversed by the Supreme Court on 10.12.2025, resulting in restoration of the original CIRP admission order. The present Tribunal considered this procedural history while examining the effect of the already commenced insolvency proceedings.
Related Legal Provisions: The decision concerns the legal consequences of commencement of CIRP under the Insolvency and Bankruptcy Code, 2016, particularly the suspension of board powers and vesting of management in the Interim Resolution Professional. For a detailed discussion of these consequences, see IBC Section 17: Can a Managing Director Refuse Duties During CIRP? and Suspended Director Cannot Cure Incompetent IBC Appeal After Limitation: NCLAT.
FULL TEXT OF THE JUDGMENT/ORDER OF NCLAT DELHI
This appeal is preferred by the CD which challenges the Order of the Adjudicating Authority admitting the CD to the CIRP. The appeal was filed in the name of the CD.
2. Placing reliance on the law declared by the Hon’ble Supreme Court in Nitendra Kumar Tomar, Suspended Director, Ambro Asia Private Limited Vs. Unox S.P.A. and another [Civil Appeal No.3607 of 2026], the learned Counsel for the respondent submitted the appeal as framed is not maintainable. In the fitness of things, the appeal should have been filed by the suspended directors of the CD and not by the CD, since once the CD is admitted to CIRP, its Board stands suspended. Secondly, the affidavit filed along with the appeal shows that the deponent thereof has executed it in Mumbai but it was seen notarized in Gurugram and there is nothing in that affidavit to indicate that the deponent had travelled to Gurugram and executed it before the notary. Thirdly, for instituting this appeal, the appellant has filed a board resolution which is dated after the date of the impugned Order. This is plainly incompetent, since the board appears to be in delirium, blissfully unaware of the consequences of an Order initiating a CIRP. Taking cumulatively and reading them on the plane of law declared in Nitendra Kumar Tomar judgement of the Hon’ble Supreme Court, the appeal cannot be entertained.
3. In response, the learned Counsel for the appellant submitted the CD has already been drawn into CIRP vide an Order in C.P.(IB) 398 of 2023, dated 06.12.2023, and it was reversed by this Tribunal in Company Appeal (AT) (Ins) No. 22 of 2024 dated 13.03.2024, but that judgement of the NCLAT was reversed by the Hon’ble Supreme Court in C.A.12261 of 2024 vide judgement dated 10.12.2025 and confirmed the Order of the Adjudicating Authority. The order admitting CD to CIRP in C.P.38 of 2023 now having been restored, the subsequent Order of the Adjudicating Authority dated 26.08.2025 which is sought to be impugned in this appeal cannot be sustained since there can be no two orders for commencing insolvency resolution process for the same CD.
4. There is merit on the submissions of both the parties. Turning to the maintainability of the appeal, very evidently the appeal cannot be maintained for the manner it is framed is not consistent with law. Now, even if the appeal if found maintainable, yet in view of the judgement of the Hon’ble Supreme Court in C.A.12261 of 2024, it would have become infructuous. So far as the respondent is concerned, irrespective of the Order that it has secured against CD for commencing a CIRP against it, given the fact that there has already commenced another CIRP against the CD, it may now have to prefer a claim merely. But then that is a different issue. For the present we hold that the appeal is not maintainable.
5. To conclude, we dismiss the appeal as not maintainable. No costs.
I.A. No.5993 of 2025 is also closed.
