Appeal Filed By Suspended Director In Corporate Debtor's Name Not Maintainable After IRP Appointment: Supreme Court

The Supreme Court has dismissed an appeal filed by a suspended director of Ambro Asia Pvt. Ltd., holding that once an Interim Resolution Professional (IRP) is appointed and the management of the corporate debtor vests in it, a suspended director cannot maintain an appeal in the company's name under the Insolvency and Bankruptcy Code.

In a judgment delivered on April 10, a bench of Justices Sanjay Kumar and K. Vinod Chandran said that after admission of insolvency proceedings and appointment of the IRP, it is not open to a suspended director to file or maintain an appeal in the name of the corporate debtor.

“Presently, we find that the appeal, as framed and filed in the name of the corporate debtor by a suspended director claiming to be its authorized representative, was contrary to the mandate of the Code and was, therefore, not at all maintainable. Permitting it to be converted to an appeal by the suspended director at a later point of time, throwing the prescription of limitation to the winds, was a further violation of the Code.”

Holding that the question of rectifying or modifying a wholly incompetent appeal does not arise, the bench said, “The question of rectifying or modifying a wholly incompetent appeal in violation of the mandate of the Code did not arise and the NCLAT, therefore, ought not to have extended indulgence in that regard.”

The appeal before the NCLAT had been filed on or about April 24, 2024, in the name of the corporate debtor, Ambro Asia Pvt Ltd, by its suspended director, Nitendra Kumar Tomer, despite the appointment of Piyush Moona as Interim Resolution Professional on April 18, 2024, upon admission of an insolvency application filed by operational creditor Unox S.P.A.

The NCLAT, however, by an order dated August 12, 2025, permitted Tomer to amend the memo of appeal, and subsequently allowed the amendment on August 29, 2025, enabling the appeal to be prosecuted in his individual capacity as suspended director.

Before the Supreme Court, it was argued on behalf of Tomer that the amendment merely cured a procedural defect. The court rejected this contention, holding that the appeal was not a defective appeal but a wholly incompetent appeal from inception.

Emphasising the statutory limitation under Section 61(2) of the Code, the court noted that an appeal must be filed within 30 days, extendable by a maximum of 15 days, and no further condonation is permissible.

“Once the prescribed limitation period under Section 61(2) expired, it was not open to the suspended director to take steps to convert the incompetent appeal and maintain an appeal in his own name in August, 2025, long after expiry of the prescribed limitation. The NCLAT ought not to have permitted him to do so, whereby a time-barred appeal in the name of the suspended director was presented and entertained.”

Accordingly, the court held that the appeal, having been filed in the name of the corporate debtor by a suspended director after vesting of management in the IRP, was wholly incompetent and could not have been cured or converted into a maintainable appeal after expiry of limitation.

“Therefore, notwithstanding the aforestated orders attaining finality, the legal position obtaining under the Code is that the appeal, as framed and filed, was not maintainable being wholly incompetent and it could not have been converted into a 'maintainable appeal' after expiry of the period of limitation under Section 61(2) of the Code.”

The appeal was dismissed on these grounds without examining the merits of the case.