Resolution plan approval upheld despite procedural objections, pending challenges, and differential creditor treatment under commercial wisdom.

A resolution plan approved under the insolvency framework was challenged for alleged procedural irregularity, pending objections, and discriminatory treatment of creditor classes. The tribunal record showed no material breach of natural justice in the approval process, and pending objections did not justify reopening a plan that had already been approved and implemented. The plan's differential treatment of GMADA and other creditors was upheld as a matter of commercial wisdom, because different classes may be treated differently if statutory requirements are met and no clear contravention of the Code is shown. The approval was therefore sustained and interference refused.

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Issues: (i) Whether the approval of the resolution plan was vitiated by procedural irregularity or breach of natural justice; (ii) Whether the Tribunal could interfere with the approved resolution plan in view of pending objections and the commercial wisdom of the Committee of Creditors; (iii) Whether the differential treatment under the resolution plan, including the treatment of GMADA and other creditors, rendered the plan discriminatory or contrary to the Code.

Issue (i): Whether the approval of the resolution plan was vitiated by procedural irregularity or breach of natural justice.

Analysis: The record showed that the plan was taken up and approved in a virtual hearing, the status of the cause list reflected the approval on the same date, and the appellants had earlier approached the High Court on the same grievance and withdrawn the petition with liberty to assail the order on merits. In that setting, the challenge based on alleged non-hearing and irregular pronouncement did not establish any material procedural illegality.

Conclusion: The challenge on the ground of procedural irregularity and breach of natural justice failed.

Issue (ii): Whether the Tribunal could interfere with the approved resolution plan in view of pending objections and the commercial wisdom of the Committee of Creditors.

Analysis: The approval was examined within the confined jurisdiction under the insolvency framework, where scrutiny is limited to compliance with the statutory requirements for approval of the plan. The pending applications and objections did not confer a residual equity jurisdiction to reopen the commercial decision of the Committee of Creditors, particularly after approval and implementation of the plan.

Conclusion: The Tribunal could not interfere with the approved plan merely because objections remained pending.

Issue (iii): Whether the differential treatment under the resolution plan, including the treatment of GMADA and other creditors, rendered the plan discriminatory or contrary to the Code.

Analysis: The plan was tested against the principle that similarly situated creditors must be treated fairly, while different classes of creditors may receive different treatment if the plan satisfies the statutory requirements and reflects the commercial decision of the Committee of Creditors. GMADA's inclusion in the plan was justified in the factual matrix because the project depended upon its land, approvals, licences and statutory involvement, and differential distribution to creditors was held to be a matter of commercial wisdom rather than illegality.

Conclusion: The plan was not invalid merely because it provided differential treatment among creditor classes, including GMADA.

Final Conclusion: The approval of the resolution plan was upheld, and the appeals were dismissed as the appellants failed to demonstrate any statutory or procedural infirmity warranting interference.

Ratio Decidendi: Once a resolution plan satisfies the statutory requirements for approval, the adjudicating and appellate fora cannot exercise residual equity jurisdiction to alter commercial distributions or interfere with the Committee of Creditors' business decision, including differential treatment among creditor classes, unless a clear contravention of the insolvency framework is shown.

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