IBC resolution plans bind stakeholders and can override shareholder objections to state consent, property, and discrimination claims.

An approved resolution plan under the Insolvency and Bankruptcy Code, 2016 binds all stakeholders and prevails over inconsistent objections to implementation, including challenges to State consent for change in shareholding and control where consent was contemplated by the plan. A shareholder of the corporate debtor cannot assert an independent proprietary right in project assets or control to resist the resolution process, and no violation of Article 300A arises where the consequence flows from lawful insolvency resolution. Conditions attached to consent were treated as commercial arrangements, not an impermissible modification of the plan or hostile discrimination under Article 14. Collateral challenges based on public procurement, FDI policy, re-litigation, and costs were not accepted.

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Issues: (i) Whether the Insolvency and Bankruptcy Code, 2016 and the approved resolution plan override the appellant's objections to the State's consent for change in shareholding and control of the project company; (ii) Whether the appellant's asserted rights were illegally deprived in violation of Article 300A of the Constitution of India; (iii) Whether the conditions attached to the State's consent amounted to an impermissible modification of the resolution plan or discrimination under Article 14 of the Constitution of India; (iv) Whether the challenge based on public procurement, FDI policy, and re-litigation warranted interference and whether costs were justified.

Issue (i): Whether the Insolvency and Bankruptcy Code, 2016 and the approved resolution plan override the appellant's objections to the State's consent for change in shareholding and control of the project company.

Analysis: The approved resolution plan expressly contemplated transfer of the entire shareholding and control of the corporate debtor and made State consent a condition precedent. Section 238 of the Insolvency and Bankruptcy Code, 2016 gives the Code overriding effect over inconsistent laws, while Section 31 makes an approved resolution plan binding on all stakeholders. The State's consent was therefore treated as an act in furtherance of the statutory resolution process and not as a fresh grant of public largesse. The appellant, being only a shareholder of the project company, could not assert an independent right superior to the corporate debtor's rights.

Conclusion: The objection based on lack of public tender and the alleged absence of authority failed, and the issue was decided against the appellant.

Issue (ii): Whether the appellant's asserted rights were illegally deprived in violation of Article 300A of the Constitution of India.

Analysis: The appellant's interest was held to be derivative of its shareholding in the corporate debtor and not an independent proprietary right in the leasehold or project assets. Any extinguishment of its control flowed from insolvency resolution undertaken under law and from implementation of the approved resolution plan. That process was treated as authority of law, and the consequence suffered by the appellant was characterised as a commercial consequence of insolvency, not an unconstitutional deprivation of property requiring compensation.

Conclusion: No violation of Article 300A was made out, and this issue was decided against the appellant.

Issue (iii): Whether the conditions attached to the State's consent amounted to an impermissible modification of the resolution plan or discrimination under Article 14 of the Constitution of India.

Analysis: The resolution plan did not mandate removal of the existing operator and left operational arrangements to the successful resolution applicant's commercial discretion. The continuation of the existing operator was therefore not treated as a modification of the plan but as a commercial arrangement aimed at continuity of operations. The appellant and the technical member were found not to be similarly situated, since the appellant's controlling role had been extinguished by insolvency while the technical member's role was confined to operations. The differential treatment was held to rest on intelligible differentia with a rational nexus to the object of ensuring continuity of the project.

Conclusion: The challenge based on modification of the plan and hostile discrimination failed, and the issue was decided against the appellant.

Issue (iv): Whether the challenge based on public procurement, FDI policy, and re-litigation warranted interference and whether costs were justified.

Analysis: The Court held that a fresh public tender was inconsistent with the insolvency framework and that the CIRP, supervised by the Committee of Creditors and the Adjudicating Authority, was a statutorily recognised competitive process. The FDI objection was treated as a matter for the competent regulatory authorities and not as a ground for writ interference in the absence of manifest illegality. The earlier litigation had already settled the core controversy concerning the State's competence to grant consent, and the later decision was treated as merely consequential. In that setting, the finding of re-litigation and the imposition of costs were upheld.

Conclusion: The collateral challenges did not warrant interference, and the findings on re-litigation and costs were sustained.

Final Conclusion: The State's conditional consent for implementation of the approved resolution plan was upheld, and no constitutional or legal infirmity was found in the impugned decision or the order dismissing the writ petition.

Ratio Decidendi: An approved resolution plan under the Insolvency and Bankruptcy Code, 2016 binds all stakeholders and prevails over inconsistent rights or objections, while a shareholder of the corporate debtor cannot invoke independent proprietary or constitutional claims to resist implementation of that plan.

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