The court affirmed the distinction between speculative investors and genuine homebuyers under the IBC, emphasizing that the Insolvency framework is meant for genuine claims and not for speculative profit motives.

JUDGMENT :

R. Mahadevan, J.

1. There are four appeals, which, having been heard together, are being disposed of by this common judgment.

2. The first three appeals, viz., C.A. No. 3826 of 2020, C.A. No. 540 of 2021, and C.A. No. 5495 of 2025 arise out of the final judgment and order dated 17.11.2020¹[For short, “the first impugned order”] passed by the National Company Law Appellate Tribunal, New Delhi²[For short, “the NCLAT”], in Company Appeal (AT) (Insolvency) No. 83 of 2020. The fourth appeal, viz., C.A. No. 3903 of 2022, is directed against the final judgment and order dated 12.08.2021³[For short, “the second impugned order”] passed by the NCLAT in Company Appeal (AT) (Insolvency) No.1020 of 2019.

3. C.A. No. 3826 of 2020 has been preferred by the appellant – Mansi Brar Fernandes in her capacity as a homebuyer / financial creditor. Cross-appeals, viz., C. A. No. 540 of 2021 and C.A. No. 5495 of 2025 have been filed by Shubha Sharma and Ashlesh Gupta, respectively – former and present directors of Gayatri Infra Planner Private Limited – Respondent No. 2 / Corporate Debtor. C.A. No. 3903 of 2022 has been filed by the appellant – Sunita Agarwal, also a homebuyer/financial creditor, against the Corporate Debtor Antriksh Infratech Pvt. Ltd.

4. By the first impugned order dated 17.11.2020, the NCLAT reversed the admission of the application filed under Section 7 of the Insolvency and Bankruptcy Code, 2016⁴[For short, “the IBC”] by the appellant – Mansi Brar Fernandes, holding that she was a “speculative investor” and not a genuine homebuyer / financial creditor. Following this, by its second impugned order dated 12.08.2021, the NCLAT set aside the admission of the Section 7 application filed by the appellant – Sunita Agarwal, holding that she too fell within the category of “speculative buyer” who sought to profit from a lucrative agreement. The directors of the Corporate Debtor, in their cross-appeals, have further challenged the first impugned order on the limited ground of non-applicability of the Ordinance / Amendment Act to the facts of the present case.

PREFATORY

5. The Insolvency and Bankruptcy Code, 2016 (IBC) is a landmark economic legislation enacted to consolidate and amend the laws relating to reorganisation and insolvency resolution of corporate persons, partnership firms, and individuals in a time-bound manner. Its primary objectives are the maximisation of value of assets, promotion of entrepreneurship, availability of credit, and balancing of stakeholder interests – creditors, investors, employees and workmen inter alia. Yet, the IBC is also a highly misunderstood legislation. The nomenclature of the Code itself has often contributed to this perception. In popular imagination, the IBC is associated with bankruptcy and recovery of the “last drop of life” from a company. But a closer look reveals that the true character of the IBC lies not in its sombre title but in its design and purpose. It privileges resolution over ruin, revival over decay, and seeks to breathe life back into companies where revival is possible, while providing for an orderly and dignified closure where it is not. As emphasized by this Court in Swiss Ribbons v. Union of India , (2019) 4 SCC 17 and a catena of subsequent decisions, liquidation is not the primary object of the Code, but a measure of last resort. The Code is designed to revive and restructure distressed entities, so that they continue as going concerns – safeguarding business continuity, protecting employm