NCLAT Clarifies Timing of Withdrawal Application Under Section 12A: Filing Date Determines Applicability of CoC Approval
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NCLAT clarified that under Section 12A of the IBC, the applicability of Committee of Creditors (CoC) approval depends on the actual date of filing of the withdrawal application, and not on the date of settlement or submission of Form FA to the IRP.
On 17.04.2025, in a significant ruling, the National Company Law Appellate Tribunal (NCLAT), Chennai Bench comprising Justice Rakesh Kumar Jain (Judicial Member) and Mr. Jatindranath Swain (Technical Member), reviewed two connected appeals along with related Interlocutory Applications and held that a withdrawal application under Section 12A of the Insolvency and Bankruptcy Code (IBC) is deemed to be filed only when it is formally submitted by the Resolution Professional (RP) before the Adjudicating Authority. If such submission occurs after the constitution of the Committee of Creditors (CoC), it must mandatorily comply with Regulation 30A(1)(b), including obtaining 90% approval from the CoC—irrespective of the date on which the settlement was reached or Form FA was handed over to the Interim Resolution Professional (IRP).
The National Company Law Appellate Tribunal (NCLAT), in its judgment concerning Company Appeals (AT) (Insolvency) Nos. 89 and 130 of 2025 dismissed the challenges brought by Riju Ravindran and the Board of Control for Cricket in India (BCCI) against the NCLT Bengaluru’s order dated 10.02.2025. These appeals arose from the dismissal of a withdrawal application filed by the Resolution Professional (RP), Mr. Pankaj Srivastava, under Section 12A of the Insolvency and Bankruptcy Code (IBC) read with Regulation 30A, in relation to the Corporate Insolvency Resolution Process (CIRP) initiated against Think & Learn Pvt. Ltd. The dispute centered around whether the withdrawal application was filed before or after the constitution of the Committee of Creditors (CoC), thereby determining the procedural requirements to be fulfilled under the CIRP framework.
Initially, the CIRP was triggered on the basis of a Section 9 application filed by the BCCI for ₹158.90 crores, admitted by the NCLT on 16.07.2024, with BCCI’s nominee appointed as the Interim Resolution Professional. Meanwhile, a competing Section 7 petition by Glass Trust Company LLC for approximately ₹8,200 crores was disposed of with liberty to file a claim in the ongoing proceedings. A settlement was subsequently reached between the BCCI and Think & Learn Pvt. Ltd., leading to the submission of Form FA by the BCCI. The NCLAT initially approved this settlement on 02.08.2024, but the order was stayed by the Hon’ble Supreme Court on 14.08.2024, with directions that the settlement amount be placed in escrow. The Supreme Court later set aside the NCLAT’s approval on 23.10.2024 while allowing the parties to pursue withdrawal through appropriate legal channels under the IBC.
Following this, BCCI directed the RP to file the withdrawal application, which was done on 14.11.2024. By then, however, the CoC had been constituted on 21.08.2024 with Glass Trust Company LLC holding a significant majority. The Appellants contended that since the settlement was executed and Form FA submitted prior to the CoC’s formation (on 16.08.2024), the withdrawal should be considered under Regulation 30A(1)(a), which does not require CoC approval. However, the NCLAT held that the decisive date for withdrawal is when the RP actually files the application with the Adjudicating Authority, not when Form FA is merely submitted to the RP. Consequently, as the application was formally filed on 14.11.2024, post-CoC constitution, it was governed by Regulation 30A(1)(b) and Section 12A, necessitating 90% approval of the CoC.
The Appellate Tribunal further held that the Appellant's reliance on para 78 of the Supreme Court’s judgment was misplaced, as it was only a factual reference to the situation as it stood on 31.07.2024. In contrast, para 87 of the same judgment specifically acknowledged that the CoC had been constituted during the pendency of the proceedings, thus clearly framing the context for determining the applicable legal provisions. The Tribunal also noted that the delay in filing Form FA was due to the Appellant’s own instruction to defer submission until after the Supreme Court’s verdict, and no timely challenge was made to the RP’s inaction during that period.
On the procedural front, the NCLAT found no merit in the complaint that the Appellant was denied a hearing, observing that the impleadment application was filed in the main petition, not in the withdrawal application, and that the Appellant was present during hearings and fully heard in the present proceedings. Ultimately, the Tribunal concluded that the application for withdrawal was validly considered under Section 12A and Regulation 30A(1)(b), and having failed to meet the requirements thereunder, the appeals lacked merit and were accordingly dismissed without costs.
Mr. Arun Kathpalia, Senior Advocate, Mr. Abhijeet Sinha, Senior Advocate, Mr. Adarsh Ramanujan, Ms. Ananya Ghosh, Ms. Mrinalini Mishra, Ms. Doel Bose, Ms. Priscilla Carolyn, Mr. Rishab Gupta and Ms. Diksha Gupta, Advocates, represented the Appellant.
Ms. Ann Pereira, Ms. Bhavya Mohan and Ms. Anjali Kutiyal, Advocates, appeared for Respondent No. 2.
Mr. Vijay Narayan, Senior Advocate for Ms. Sneha Parthasarathy, Mr. Abishek Jenasenan and Ms. Aparajitha Vishwanath, Advocates, appeared for Respondent No. 3.
Mr Kapil Sibal, Senior Advocate, Mr Krishnendu Datta, Senior Advocate for Mr. Prateek Kumar, Ms. Raveena Rai, Ms Moha Paranjpe and Mr Siddhant Grover, Advocates for R-4
Mr. Abhinav Vasisht, Senior Advocate for Mr. Savar Mahajan, Ms. Arveena Sharma, Ms. Ichchha Kalash, Ms. Samridhi Shrimali, Ms. Lakshana Viravalli, Ms. S. Madhusmitha and Ms. Akshita Sachdeva Jaitly, Advocates, appeared for Respondent No. 5.
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