Commercial wisdom in resolution plans limits judicial review to statutory compliance, not reassessment of creditor-approved financial structuring.

A resolution plan approved by the Committee of Creditors after detailed deliberation was held to be protected by the CoC's commercial wisdom, with judicial scrutiny confined to statutory compliance and public interest. Objections based on alleged inconsistencies in plan value, creditor treatment, asset inclusion, pending claims, feasibility and viability were not treated as sufficient grounds to reject the plan, particularly where the record showed explanations in CoC meetings and no substantive statutory breach. The Resolution Professional was also not referred to the IBBI because the process reflected repeated meetings, clarifications and efforts to maximise value, without conclusive procedural impropriety. The rejection order was set aside and the matter remitted for reconsideration.

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Issues: (i) Whether the rejection of the approved resolution plan was justified despite the Committee of Creditors having approved it with overwhelming majority; (ii) whether the objections regarding alleged inconsistencies in plan value, treatment of creditors, asset inclusion, and pending claims furnished valid grounds to the plan; (iii) whether the Resolution Professional's conduct warranted referral to the IBBI.

Issue (i): Whether the rejection of the approved resolution plan was justified despite the Committee of Creditors having approved it with overwhelming majority.

Analysis: The plan had been approved by the Committee of Creditors after detailed deliberations and negotiations. The appellate forum reiterated that approval of a resolution plan lies primarily within the commercial wisdom of the Committee of Creditors and that the adjudicating authority exercises only a limited jurisdiction under the insolvency framework. Once the plan is not shown to be contrary to law or public interest, the merits of the financial structuring of the plan cannot be reassessed by substituting judicial views for the collective commercial decision of the Committee of Creditors.

Conclusion: The rejection was not justified and the approved plan could not be denied approval merely on a reassessment of commercial matters.

Issue (ii): Whether the objections regarding alleged inconsistencies in plan value, treatment of creditors, asset inclusion, and pending claims furnished valid grounds to reject the plan.

Analysis: The alleged inconsistencies in plan value were found to have been explained in the Committee of Creditors meetings and reflected different components of the proposal, including contingent recoveries and equity-related value. The plan's treatment of operational creditors and dissenting financial creditors was examined in the context of the timelines and commercial structure adopted by the Committee of Creditors. The exclusion of certain immovable properties was accepted as justified because title or possession deficiencies made their inclusion legally problematic. The treatment of pending claims, including EPFO and other creditors, was also found to be adequately addressed through the record and contingencies, and no substantive statutory breach was established. The objections relating to feasibility, viability, and delayed implementation charges were similarly held to fall within the Committee of Creditors' domain once the plan had been duly considered and approved.

Conclusion: The stated objections did not furnish sustainable grounds to reject the resolution plan.

Issue (iii): Whether the Resolution Professional's conduct warranted referral to the IBBI.

Analysis: The record showed that the Resolution Professional had conducted the process through multiple Committee of Creditors meetings, reissued the invitation process to maximise value, and placed clarifications before the Committee of Creditors when required. The disputed treatment of assets and claims was found to have been discussed in the Committee of Creditors process, and no conclusive procedural impropriety or dereliction of statutory duty was established on the facts.

Conclusion: Referral of the Resolution Professional to the IBBI was not warranted.

Final Conclusion: The impugned rejection order was set aside, the matter was sent back for reconsideration of the resolution plan in light of the earlier queries, and the resolution process was granted additional time to complete that exercise.

Ratio Decidendi: Once a resolution plan is approved by the Committee of Creditors after due deliberation, judicial interference is confined to statutory compliance and does not extend to substitution of commercial judgment on financial, viability, or asset-assessment matters.

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