2026 Supreme(Online)(NCLT) 3725

NATIONAL COMPANY LAW TRIBUNAL
Bidisha Banerjee, Judicial Member, Siddharth Mishra, Technical Member
Niraj Agarwal – Appellant
Versus
Debasis Roy – Respondent
I.A (IB) No. 180/KB/2026|C.P (IB) No. 359/KB/2024

Leasehold and tenancy rights held by a corporate debtor constitute 'Intangible Assets' under the Insolvency and Bankruptcy Code. Where such property is functionally integral to the entity's business operations and constitutes its core manufacturing infrastructure, it may be included in the resolution process to ensure value maximisation.

Headnote:(A) Insolvency and Bankruptcy Code, 2016 - Section 18(1)(f) and 60(5) - Corporate Insolvency Resolution Process - Inclusion of third-party assets in information memorandum - Scope of 'Asset' - Leasehold and tenancy rights - Whether tenancy rights accrued to the corporate debtor constitute an 'Asset' of the corporate debtor - Held, 'Leasehold Rights' is an 'Asset' under 'Intangible Assets' falling within the ambit of Section 18(1)(f)(iv) - The term ‘assets’ includes intangible assets, business and commercial rights, and rights to enjoy property - Where assets are functionally and commercially inseparable from the business and operations and are mortgaged to creditors for the corporate debtor's benefit, they are essential to the resolution process. (Paras 9.6, 9.8, 9.10, 9.17)

(B) Commercial Wisdom of Committee of Creditors - The Doctrine of Commercial Wisdom allows for measures necessary for insolvency resolution and value maximisation, including the treatment of assets held by third parties if they are essential for the viability of the corporate debtor - Such inclusion, with proper disclosure, is consistent with the objectives of the code to promote the successful resolution of the corporate debtor. (Paras 3.5, 5.4, 9.4)

Facts of the case:
An application was filed by the resolution professional seeking authorization to include certain land in the information memorandum and resolution process. Although the land was owned by a third-party partnership firm, the manufacturing unit, plant, and machinery of the corporate debtor were situated thereon, and the land was mortgaged in favor of the sole financial creditor to secure the corporate debtor's debt. The committee of creditors, via its commercial wisdom, voted to permit resolution applicants to consider this property to ensure value maximisation and the corporate debtor's survival as a going concern.

Findings of Court:
The court found that the tenancy rights held by the corporate debtor constitute 'Intangible Assets' within the meaning of the law. Since the business operations are inextricably linked to the site, separating the assets would render the company commercially unviable. The court held that the resolution professional and committee of creditors are empowered to include such rights in the process for the purpose of the insolvency resolution.

Issues: Whether tenancy/leasehold rights in a property owned by a third party constitute an 'asset' of the corporate debtor under the code, and whether the resolution professional is permitted to include such property in the information memorandum for the purpose of corporate insolvency resolution.

Ratio Decidendi: Leasehold and tenancy rights acquired by a corporate debtor represent a 'bundle of rights' providing the right to enjoy the property, which qualifies as an 'Intangible Asset' under Section 18(1)(f) of the code. Assets that are functionally integrated into the business operations are essential for the resolution process and must be included to achieve the objective of value maximisation and revival of a going concern.

Result: Application allowed.