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Legal Implications of CIRP: Agency Duties and Corporate Debtor Responsibilities


In the intricate case of Mukund Rajhans v. Rajasthan Patrika Private Ltd & ors[i] Mr. Mukund Rajhans, the suspended director (‘Appellant’) of Topaki Media Private Limited ('TMPL') filed an appeal before the National Company Law Appellate Tribunal (‘NCLAT’) under s. 61 of the Insolvency and Bankruptcy Code, 2016 (‘IBC’). This appeal challenged the order passed by the National Company Law Tribunal (‘NCLT’) on 10.08.2023. Amidst the backdrop of commercial dealings TMPL acted as an agent for Videocon Industries Limited (‘VIL’), and disputes emerged over unsettled payments, leading to a significant legal confrontation with Rajasthan Patrika Pvt. Ltd. (‘Respondent’).

Brief Facts

  • The TMPL provided advertisement services to various clients, including VIL acting as their agent. VIL utilized these services and placed advertisements through the TMPL which then coordinated with the Respondent for the publication of these ads.

  • Payments from VIL were delayed, leading to a direct settlement agreement between VIL and the Respondent. Under this agreement, VIL agreed to exchange appliances for the outstanding amounts as a form of barter.

  • As the due payments remained unsettled, the Respondent issued a demand notice to the TMPL and filed a petition under  s. 9 of the IBC. The NCLT admitted the application and the corporate insolvency resolution process (‘CIRP’) was initiated against the TMPL.

  • The Appellant then filed an appeal interalia on the ground that the Respondent had not properly served the demand notice as required under s. 8 of the IBC.


  • The NCLAT upheld the decision of the NCLT, affirming that the initiation of CIRP proceedings against the TMPL was justified under the IBC. This conclusion was based on the TMPL’s failure to effectively dispute the claims of debt owed to the Respondent.

  • The NCLAT observed that TMPL’s role as an agent for VIL did not exempt it from liability for the outstanding dues. It was noted that the TMPL was actively involved in coordinating payments and had acknowledged the existence of the debt, thereby meeting the criteria for admission under s. 9 of the IBC.

  • The arguments presented by the Appellant regarding the improper service of the demand notice were rejected. The NCLAT cited various legal precedents and evidentiary support confirming the delivery of the notice. Further, the Appellant’s reliance on s. 230 of the Indian Contract Act, 1872, was dismissed as irrelevant, given that the IBC's provisions comprehensively govern the case.


The judgment highlights the necessity of diligently pursuing legal remedies and adhering to court orders. It clarifies the obligations of corporate debtors, particularly those acting as agents, and highlights the importance of resolving disputes in a timely manner. The decision emphasizes the critical nature of properly serving demand notices and complying with the statutory requirements under the IBC. It reaffirms that the admission of CIRP is contingent upon the existence of an undisputed debt and default within the statutory framework. Consequently, companies must ensure they meet their contractual obligations and follow legal procedures to avoid potential insolvency proceedings.

End Note

[i] 2024 SCC OnLine NCLAT 459

Authored by Manmohan Bhola, Advocate at Metalegal Advocates. The views expressed are personal and do not constitute legal opinion.


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