Ravi Shankar Vedam vs Mr. M. Poobalan Authorized Representative Of M/S. Udhayaman Investments Pvt. Ltd

Court: National Company Law Appellate Tribunal
Case type: IA
Decided on: 18-03-2026

<div> NATIONAL COMPANY LAW APPELLATE TRIBUNAL AT CHENNAI (APPELLATE JURISDICTION) Company Appeal (AT) (CH) (Ins) No. 138/2026 (IA Nos. 416 & 417/2026) In the matter of : DR. RAVI SHANKAR VEDAM 143/1, Uthamar Gandhi Road, Nungambakkam, Chennai – 600 034 … APPELLANT V M. POOBALAN Authorized Representative of M/s. Udhyaman Investments Pvt. Ltd, No. 2, 3rd Cross Street, 1st Main Road, Devappa Garden, Nageshettyhalli, RMV 2nd Stage Extension, Bangalore – 5600094 … RESPONDENT NO.1 K. VASUDEVAN Resolution Professional of M/s. Tiffins Barytes Asbestos and Paints Ltd No. 17B/7B, Maruthi Nagar, Hasthinapuram, Chromepet, Chennai – 600064 … RESPONDENT NO.2 INDIAN OVERSEAS BANK Represented by the General Manager Esplanade Branch, Esplanade, Chennai – 600104 Mumbai – 400 013 … RESPONDENT NO.3 EMBASSY PROPERTY DEVELOPMENTS PVT. LTD. Embassy Golf links Business Park Royal Oaks Intermediate Link Road, Bangalore – 560 071 … RESPONDENT NO.4 Present : For Appellant : Mr. Sai Kaushal, Advocate For Mr. Praveen R, Advocate Company Appeal (AT) (CH) (Ins) No. 138/2026 Page 1 of 13 O R D E R (Hybrid Mode) 18.03.2026: Oral Judgment: Justice Sharad Kumar Sharma, Member (Judicial) This company appeal could be referred to as to be the best example for an utmost malicious recourse adopted by the Appellant to abuse the process of law and judicial proceedings. The Appellant had neither been fair to the learned NCLT nor to this Appellate Tribunal even, in the manner and diligence with which the Appellant has taken the proceedings before the various Courts and the Tribunals. 2. The instant company appeal is accompanied with an application seeking condonation of delay in refiling, being IA No.416/2026 . Looking into the grounds taken therein, the delay of 29 days as prayed for by the Appellant in refiling the company appeal would stand ‘condoned’. Accordingly, IA No.416/2026 would stand ‘allowed’. 3. The challenge in the instant company appeal, as given by the Appellant is to the impugned order dated 16.12.2025 as passed on IA(IBC)/922/CHE/2025 in CP(IB)/39(CHE)/2018, which is said to have been preferred to seek the following reliefs: - “1. Declare that the admission of the Corporate Insolvency Resolution Process (CIRP) was illegal and obtained through fraudulent means. Company Appeal (AT) (CH) (Ins) No. 138/2026 Page 2 of 13 2. Issue a detailed and reasoned order addressing each of the allegations raised, thereby contributing to the jurisprudence on fraudulent initiation of proceedings under the Insolvency and Bankruptcy Code. 3. Impose appropriate penalties and grant such other reliefs as this Hon’ble Tribunal may deem just, in view of the irreparable financial and mental harm caused by the Respondents’ unlawful actions. 4. Pass such further or other orders as may be deemed fit and proper in the facts and circumstances of the case, and thus render justice.” 4. For the brevity of facts, the reliefs sought in IA(IBC)/462(CHE)/2024 by the Appellant involved invoking the provisions contained under Section 379 of Bharathiya Nagarik Suraksha Sanhita, 2023 for the offence punishable u/s 227 to 229 of Bharatiya Nyaya Sanhita, 2023 r/w 424 of Companies Act, 213 and Rule 11 of NCLT Rules are extracted hereunder: - “a. to record a finding to that effect; b. to make a complaint thereof in writing; c. to send it to a Magistrate of the First-Class having Jurisdiction; d. to take sufficient Security for appearance of the Accused before such Magistrate, or if the alleged offence is non- bailable and the Court thinks it necessary so to do, send the Accused in custody to such Magistrate. Company Appeal (AT) (CH) (Ins) No. 138/2026 Page 3 of 13 e. bind over any person to appear and give evidence before such Magistrate.” The impugned order dated 16.12.2025 is a common order, which was also passed in this interlocutory application. 5. One of the questions that would be falling for consideration is as to, whether at all an order passed by a forum exercising the power under Rule 11 of the NCLT Rules, 2016, and consequentially a challenge given to that order in an Appeal under Section 61 of the I & B Code, 2016, could be maintainable before this Appellate Tribunal under the aforesaid provisions as extracted above. In the common order passed by learned NCLT dated 16.12.2025, it has been observed that the Appellant almost intends to draw a criminal proceeding, in relation to the provisions mentioned therein pertaining to Bharathiya Nagarik Suraksha Sanhita, 2023. The attempt which has been consciously made by the Appellant is nothing, but a malicious intent to blend the so-called intended criminal proceedings, which he intended to take against the Respondents by filing IA(IBC)/462/CHE/2024. A civil forum as that of the learned NCLT cannot be forced upon to perform criminal functions, under the penal provisions of the criminal law. 6. There could be yet another issue that would be required to be considered as to, whether at all the Appellant would have any locus, as such, to initiate a proceedings, to contest the same, and to continue it in the shape of the instant company appeal, particularly when, the admitted position of the Appellant Company Appeal (AT) (CH) (Ins) No. 138/2026 Page 4 of 13 happens to be that of a shareholder of M/s. Tiffins Barytes Asbestos and Paints Limited (the Corporate Debtor herein), at whose behest proceedings either before the learned NCLT or in continuation thereto the appeal before this Appellate Tribunal would not be maintainable. It has been conclusively settled by us in the larger bench judgment dated 22.07.2025 rendered in CA (AT) (CH) (Ins) No. 62/2023 , in the matters of Park Energy Private Limited v. State Bank of India & Ors. , on a reference made to larger bench. 7. The brief facts and the chronology of the proceedings, which has been taken by the Appellant are as follows: - (i) On 16.04.2016 a Memorandum of Understanding (MoU) was signed between M/s. Udhyaman Investments Private Limited (Financial Creditor) and M/s. Tiffins Barytes Asbestos and Paints Limited (Corporate Debtor). This MoU has already been tested in a proceedings under Section 7 of the I & B Code, being CP (IB)/39(CHE)/2018 for CIRP, and consequentially in a subsequent proceedings, which was being carried as against the order of approval of the resolution plan. (ii) Based upon the MoU dated 16.04.2016 and the consequential default, a proceeding under Section 7 of the I & B Code was initiated by way of CP/39/(IB)/CB/2018. Those proceedings, which were taken under Section 7 of the I & B Code, the Corporate Debtor had been directed to admitted into the CIRP by an order passed by the learned NCLT, Chennai, on 12.03.2018. Company Appeal (AT) (CH) (Ins) No. 138/2026 Page 5 of 13 (iii) After the Corporate Debtor was admitted into CIRP, a proceedings thereafter by way of MA No.179/2019, was filed in CP/39/(IB)/CB/2018 under Section 30 (6) of I & B Code, in the matter of Mr. Vasudevan v. Committee of Creditors, that was taken up before the learned NCLT, Chennai, which by virtue of an order passed on 12.06.2019 had approved the resolution plan, after having considered the compliance report filed by resolution professional in Form-H of Regulation 39 (4) of IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016. The resultant effect of the approval of the plan under Sub-Section (1) of Section 31 of the I & B Code, would be that the resolution plan was supposed to be executed, in accordance with law. (iv) The Appellant expressing his grievances allegedly being aggrieved as against the order of 12.06.2019, preferred TA (AT) No.134/2021 and TA (AT) No.135/2021, questioning the two orders that were passed on MA No.179/2019 and MA No.120/2019, whereby the plan was approved by first order and by the second order passed on the aforesaid MA, the learned Tribunal had denied to provide with the forensic audit report of the books of accounts of the Corporate Debtor, which was sought for by the present Appellant, on the ground that the entire proceedings as conducted on the basis of the MoU dated 16.04.2016 was tainted by fraud and also not to approve the resolution plan. The proceedings of TA (AT) Company Appeal (AT) (CH) (Ins) No. 138/2026 Page 6 of 13 No.134/2021 and TA (AT) No.135/2021, were filed by the Appellant, in the capacity of being the shareholder. (v) The matter was taken up by this Appellate Tribunal and judgment was rendered on 13.06.2023. This Appellate Tribunal had dismissed the company appeal, holding thereof that, there is no infirmity in the order of approval of the resolution plan and further, observed that the resolution plan has been successfully implemented. (vi) The decision of 13.06.2023, would be affirming the MoU dated 16.04.2016, having been considered in the proceedings of CIRP and approval of plan. (vii) This judgment of dismissal of the Appeal, preferred by the Appellant, dated 13.06.2023 was challenged by the Appellant, by filing a Civil Appeal No.5516/2023, Dr. Ravi Shankar Vedam v. Tiffins Barytes Asbestos and Paints Limited & Ors., before the Hon’ble Apex Court. The Hon’ble Apex Court too vide order dated 06.11.2023, dismissed the Appeal. (viii) The Appellant being dissatisfied with the dismissal of Appeal by the Hon’ble Apex Court had filed a review petition being Review Petition Diary No. 51138 / 2023, which too was dismissed on 13.02.2024. 8. Upto this stage, at least we can be very sure that, the proceedings of CIRP, upon the culmination of proceedings under Section 7 of the I & B Code, as against the Corporate Debtor, till the stage of approval of the resolution plan Company Appeal (AT) (CH) (Ins) No. 138/2026 Page 7 of 13 by the order of learned NCLT dated 12.06.2019 has attained finality at the due to dismissal of the company appeal preferred by the Appellant before NCLAT and later with the dismissal of the civil appeal by the Hon’ble Apex Court, and subsequent dismissal of the review petition by the Hon’ble Apex Court on 13.02.2024. In all these proceedings by the Appellant the consistent foundation has been the MoU dated 16.04.2016, which is now being alleged by the Appellant, by way of reiteration to be based on fraud. The propriety of the MoU has already been tested by this Appellate Court and which has been affirmed by the Hon’ble Apex Court by its order of 06.11.2023. 9. Maliciously and with ill intention, for the reasons best known to the Appellant and absolutely by abusing the process of law, he filed IA(IBC)/922/CHE/2025 before the learned NCLT on 02.06.2025, i.e., almost after more than 1 year and 6 months, from the date of the dismissal of the civil appeal by the Hon’ble Apex Court on 06.11.2023. We don’t find any logic or any valid reason as to how such an application under Section 65 of I & B Code, to be read with Section 60 (5) of the I & B Code, could have been preferred by the Appellant, and that too in the capacity of being the shareholder, and too when the Appellant is bound by the earlier dismissal of his Appeals by the NCLAT and finally by the Hon’ble Apex Court against the order of the approval of resolution plan, and that too, for the nature of relief, which has been sought by the Appellant in the IA, which has already been extracted above. Company Appeal (AT) (CH) (Ins) No. 138/2026 Page 8 of 13 10. The relief sought with regards to the declaration of the CIRP to be fraudulent, in fact, is a mischievous relief that has been grafted by the Appellant by filing the application much belatedly only on 02.06.2025, i.e., almost after 1 year, 6 months and 27 days of the decision of the Hon’ble Apex Court dismissing the civil appeal of the Appellant. In fact, if we consider the relief sought for by the Appellant, it is rather a concealed attempt to de novo open the exercise of the entire proceedings, which otherwise has attained finality, as against the Appellant, in proceedings drawn by him only, and that too, with the approval of the resolution plan and its final implementation. 11. It is this application, which has been rejected by the learned NCLT by the impugned order dated 16.12.2025, which is under challenge before this Appellate Tribunal. 12. The learned Tribunal, considered the rival contentions including the application that was preferred by the Appellant invoking the provisions contained under Bharatiya Nyaya Sanhita by filing IA(IBC)/462/CHE/2024, decided the same by a common order dated 16.12.2025 and proceeded to reject the IAs preferred by the Appellant. The learned Tribunal, while considering the entirety of the proceedings had observed that the Appellant had been instrumental in filing various other applications before the learned Tribunal. The applications concerning the Company Petition filed by the Appellant as being observed in the impugned order are extracted hereunder: - Company Appeal (AT) (CH) (Ins) No. 138/2026 Page 9 of 13 (i) MA No. 120/2019, which was dismissed on 09.07.2019 (ii) MA No. 747/2021, which was dismissed as withdrawn on 21.03.2024 (iii) MA No. 843/2021, which was dismissed as withdrawn on 21.03.2024 (iv) MA No. 1157/2021, which was dismissed as withdrawn on 21.03.2024 13. So, up to passing of the order on 21.03.2024, the Appellant had almost lost in all the interlocutory proceedings, as well in the main proceedings thereafter, relating to approval of plan, which the Appellant has preferred before the learned NCLT. His subsequent chain of company appeals were dismissed by the Appellate Tribunal followed by the final dismissal of Appeal by the Hon’ble Apex Court means that the resolution plan has attained finality. We are of the view that, after having consecutively lost in all the proceedings where the aspect of fraud was also one of the grounds agitated by the Appellant has been duly considered and has therefore attained finality. It is that now on the same ground, his subsequent proceedings in the shape of IA(IBC)/922/CHE/2025 filed on 02.06.2025 would not be maintainable and that too, particularly, when the Appellant being a shareholder, who cannot be said to be prejudiced at all in his individual capacity, whose proceedings could be held to be maintainable in the eyes of law. 14. The Appellant has to be dealt with strictly by this Appellate Tribunal for the reason that there is a specific finding recorded, that while pressing upon the IAs decided by the common order dated 16.12.2025 (which is impugned in this company appeal), the Appellant had: Company Appeal (AT) (CH) (Ins) No. 138/2026 Page 10 of 13 (i) Suppressed the material facts being brought on record to the knowledge of the Tribunal, that he had earlier attempted, when the CIRP was being carried and has attained finality and the Tribunal after considering the records had observed that the Appellant, when he had approached before the Tribunal was duty bound to be fair to the Tribunal, while pressing his present application and since, there was a concealment of fact, the Tribunal declined to interfere by the impugned order, (ii) As we have already observed that the Appellant in the capacity and in his admitted status of being that of a shareholder has got no locus standi to maintain the proceedings. (iii) The Tribunal observed that the Appellant had drawn criminal proceedings also, which were too withdrawn by him. (iv) Further, that all the grounds, which were raised by the Appellant in the IA(IBC)/922/CHE/2025, were already raised by the Appellant in the earlier Company Petition and that has been negated by the judgment of the NCLAT and also because of the judgment by the Hon’ble Apex Court and thus, on the basis of the analysis and finding recorded by the Tribunal, the Tribunal declined to interfere in the matter and had rejected his application. Hence the Appellant is before us. 15. In consistent judicial proceedings, resorted by the Appellant, the Appellant was regularly made conscious of his legal rights by the Tribunals, observing thereof that, in the capacity of being a shareholder, he has got no right Company Appeal (AT) (CH) (Ins) No. 138/2026 Page 11 of 13 as such, to agitate a cause on behalf of a Corporate Debtor. There had been consistent finding recorded that, once the order of approval of the resolution plan has attained finality by this Appellate Tribunal vide its judgment of 13.06.2023, observing that the plan has already been implemented, the Appellant ought not to have reagitated the issue and that too by filing the IA under Section 65 of the I & B Code on 02.06.2025, at a much belated stage. Furthermore, when the decision of this Appellate Tribunal approving the resolution plan, has been affirmed by the Hon’ble Apex Court, and subsequently with the dismissal of review petition also by the Hon’ble Apex Court. The conduct of the Appellant itself shows that he was not fair to himself and to the judicial setup, by not approaching the Tribunal by disclosing all the true and correct facts and raising pleadings by concealing and grafting the material fact having a vital bearing on the decision to be finally taken by the Tribunal. When the Appellant was conscious about the dismissal of his review petition by the Hon’ble Apex Court on 13.02.2024 and when the Appellant was conscious of the cause he had agitated in the Appeal, which was similar to the cause which was agitated by him in IA(IBC)/922/CHE/2025, which is impugned as now filed on 02.06.2025, which has been dismissed by the impugned order, the institution of the present IA itself would have been an abuse of process. Thus, the Appellant has got no legs to stand as against the impugned order dismissing his IA. Company Appeal (AT) (CH) (Ins) No. 138/2026 Page 12 of 13 16. Looking into the facts, and manner in which the Appellant has abused the judicial process by not being fair to the Tribunal by disclosing all the vital facts, the company appeal stands ‘dismissed’ along with all the interlocutory applications, subject to the payment of a cost of Rs.5 lakhs to be deposited in the Prime Minister’s Relief Fund. If the said amount is not deposited within a period of 2 months from the date of uploading of this order, the same to be recovered as arrears of land revenue by attachment of assets of the Appellant. [Justice Sharad Kumar Sharma] Member (Judicial) [Indevar Pandey] Member (Technical) AR/MS/AK Company Appeal (AT) (CH) (Ins) No. 138/2026 Page 13 of 13 </div>