The plea raised that the extension of co-operation u/s 19 of the code is restricted to only managing directors/executive directors cannot be accepted, the Independent Directors are part of Board of Directors and have similar duties & responsibilities as other directors – Shailesh Chawla Vs. Vinod Kumar Mahajan, RP – NCLAT New Delhi

NCLAT held that a mere running of the eye of the ingredients of Section 19 of the Code latently and patently imposes an obligation on the personnel and promoters of the ‘Corporate Debtor’ to extend all assistance and cooperation which the ‘Interim Resolution Professional’ will require in running / managing the affairs of the CD. In fact, the term ‘personnel’ is defined to mean the employees, directors, mangers, key managerial personnel etc., if any of the ‘Corporate Debtor’ and this is meant to render assistance to the ‘Interim Resolution Professional’ in carrying out his duties in an effective and efficacious manner. It is to be pointed out that Section 19 of the Code is not only restricted to the Managing Directors / Executive Directors it also to other key managerial personnel Directors, mangers, employees and designated partners and any of the ‘Corporate Debtor’. In fact, one cannot find the term ‘Sleeping Directors’ either under the Companies Act, 2013 or under the ‘I&B’ code, 2016. Therefore, the contra contentions advanced on behalf of the Appellants is unworthy of acceptance and the same is negatived by this Tribunal.

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