### Committee of Creditors has a limited legal character to litigate in its name under IBC.

The Corporate Debtor (CD), M/s. Think and Learn Pvt. Ltd., was admitted into CIRP under Section 9 of the IBC.

A suspended director of the CD filed I.A. No. 466/2025 seeking the removal of GLAS Trust from the CoC, following disputes regarding the constitution of the Committee of Creditors (CoC), specifically the removal and subsequent reinstatement of GLAS Trust Company LLC (99.41% voting share) and ABCL.

The CoC filed I.A. No. 495/2025 to implead itself in that proceeding.

The Adjudicating Authority (NCLT) dismissed the impleadment application on the grounds that the CoC lacks legal character to litigate in its own name, must be represented by the Resolution Professional (RP), and is not a necessary party to a challenge against an individual member's status.

The CoC appealed this dismissal.

Section 3(23) of the IBC, which defines "Person" to include "any other entity established under a statute."

Section 21 regarding the constitution of the CoC and Section 30(2) regarding the treatment of dissenting creditors.

Supreme Court's decision in *Essar Steel (India) Ltd. CoC v. Satish Kumar Gupta*, which recognized the CoC’s role in business decisions.

Supreme Court's decision in *Regen Powertech Pvt. Ltd. v. Giriraj Enterprises*, which distinguished the roles of the RP and the CoC.

Order 1 Rule 10 of the CPC principles regarding necessary and proper parties.

The Tribunal adopted a functional approach, noting that while a CoC lacks traditional "corporate personality" (no perpetual succession or common seal) and does not strictly fit jurisprudential definitions of a trust or partnership, it is a statutory "engine" of the IBC.

The court held that to maintain the "functional efficacy" of the IBC, the CoC must be allowed to litigate in its own name within the framework of the Code, despite its jurisprudential "inadequacies."

Regarding representation, the Tribunal clarified that the RP and CoC are distinct statutory entities with different roles; hence, the RP is not the CoC's "agent" and cannot be the sole representative in all legal disputes.

On the merits of impleadment, the court reasoned that the CoC is a collective of independent creditors with distinct contracts.

A challenge to GLAS Trust’s membership is a specific inquiry into that creditor’s debt and does not affect the collective rights of the CoC as a whole.

The Tribunal held that the CoC can litigate in its own name for the limited purpose of the IBC to ensure practical utility.

The Tribunal held that the RP does not exclusively represent the CoC in all proceedings.

The Tribunal held that the CoC is neither a necessary nor a proper party to an application challenging the eligibility of an individual member (GLAS Trust) to be part of the CoC.

The order of the Adjudicating Authority was confirmed.