### Committee of Creditors possesses locus to litigate in its name but is not a necessary party regarding membership disputes. SUMMARY: Facts: The Resolution Professional (RP) of Think and Learn Pvt. Ltd. reconstituted the Committee of Creditors (CoC) by removing GLAS Trust LLC and Aditya Birla Capital Ltd. The NCLT later restored these members. Subsequently, a suspended director filed an application (IA 466/2025) to remove GLAS Trust from the CoC. The CoC sought to implead itself in this proceeding, which the NCLT denied, ruling that the CoC lacks legal character and can only be represented by the RP. Issues: 1. Whether the CoC has the legal character or juristic personality to litigate in its own name under the IBC. 2. Whether the RP is the sole authorized representative of the CoC in legal proceedings. 3. Whether the CoC is a necessary or proper party in a dispute concerning the removal of an individual member. Ruling: The NCLAT held that while the CoC is not a "juristic person" in the classical sense, it is a statutory entity under Section 3(23)(g) of the IBC. For functional efficacy, the CoC may litigate in its own name, provided that in multi-member setups, all individual members are arrayed as respondents to prevent procedural prejudice. The Court rejected the view that only the RP can represent the CoC, noting they are distinct entities with separate statutory roles. However, the appeal was dismissed because the CoC is neither a necessary nor a proper party to a dispute regarding the validity of a specific financial creditor's claim; such disputes are personal to the individual member and the Corporate Debtor.

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

The Resolution Professional (RP) initially constituted a four-member Committee of Creditors (CoC) but later reconstituted it by dropping Glas Trust (99.41% voting share) and ABCL.

Following litigation by the ousted creditors, the Adjudicating Authority (AA) restored the original CoC.

Subsequently, a suspended director of the CD filed I.A. No. 466/2025 to remove Glas Trust from the CoC again.

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

The AA dismissed the impleadment application on the grounds that the CoC lacks legal character to litigate in its own name and is represented only by the RP.

The CoC appealed this dismissal.

The Court examined Section 21 of the IBC regarding the constitution of the CoC.

The Court examined Section 3(23), which defines "Person" to include any entity established under a statute.

It referenced the principle from Committee of Creditors of Essar Steel India Ltd. v. Satish Kumar Gupta, establishing the CoC as a statutory decision-making body whose commercial wisdom binds stakeholders.

It further applied the distinction between the CoC and the RP as separate statutory entities with distinct roles, citing Regen Powertech Pvt. Ltd. v. Giriraj Enterprises.

Regarding impleadment, the court applied the "necessary and proper party" test.

The Tribunal analyzed the CoC's nature, noting it lacks classical corporate personality (common seal/perpetual succession) and does not fit the definitions of a partnership or trust.

While Section 3(23)(g) includes statutory entities as "persons," the court noted that not all "persons" (like HUFs or Trusts) can litigate in their own name without a natural representative.

However, citing a decade of "functional efficacy" where the CoC has frequently litigated (e.g., Essar Steel), the court adopted a pragmatic approach, holding that for the purpose of the IBC, the CoC can litigate in its own name to avoid "chaos".

Regarding representation, the court rejected the AA’s view that only the RP represents the CoC, clarifying that the RP is not an agent of the CoC but a distinct statutory officer.

Finally, the court reasoned that while the CoC can litigate, it is not a necessary party here because the challenge to Glas Trust’s membership is based on its specific contract with the CD, which does not affect the collective rights of the other CoC members.

(ii) The RP is not the sole representative of the CoC.

and (iii) The CoC is neither a necessary nor a proper party to a proceeding challenging the membership of one specific financial creditor.

Consequently, while the AA's reasoning regarding the CoC’s legal status was corrected, its final decision to deny impleadment was affirmed.

The appeal was dismissed.