TaxTMI 
TaxTMI 
2026 (5) TMI 274
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....hattacharyya, Ms. Neha Shivhare, Ms. Rajeshwari Mukherjee, Ms. Anoushka Chauhan, Advocates for R-2. Mr. Ritin Rai, Sr. Advocate with Mr. Sandeep Singh, Ms. Ruby S. Ahuja, Ms. Seema Sundd, Mr. Abhishek Swaroop, Mr. Avishkar Singhvi, Ms. Ravneet Kaur Malik, Ms. Ritu Raj Srivastava, Ms. Shruti Pandey, Mr. Vedant S. Choudhry, Mr. Anoop Sharma Mr. S. Srivastava, Mr. Prakash Chandra,, Advocates for R- 3. JUDGMENT Ashok Bhushan, J. These two Appeals have been filed by an unsuccessful Resolution Applicant challenging the two separate orders dated 17.03.2026 passed by National Company Law Tribunal, Allahabad Bench, Prayagraj in IA No.01/2026 filed by the Appellant and order of the same date passed in IA (Plan) No.11/2025. By the order dated 17.03.2026, IA No.01/2026 filed by the Appellant has been rejected and by order of the same date IA (Plan) No.11/2025 filed by the RP of Jaiprakash Associates Ltd. has been allowed and the Resolution Plan submitted by Respondent No.3 - M/s Adani Enterprises Ltd. has been approved. The Appellant aggrieved by the above two orders has come up in these two Appeals. 2. Brief facts of the case necessary to be noticed for deciding the Appeal are:....
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.... Applicants were provided an opportunity to submit their revised financial proposal under the Identified Criteria. The Process Note further provided that an amount of INR 12,000 crores shall be considered as the minimum threshold value of NPV of the financial proposal, which was minimum NPV amount to secured Financial Creditors. The Process Note provided that Resolution Applicants should meet the aforesaid threshold value of minimum NPV. Under Round 2 Submission, the Resolution Applicants were provided opportunity to submit a revised financial proposal under the Identified Criteria with an improvement by at least INR 250 crores on NPV basis. Post the closure of Challenge Process, each Resolution Applicant was required to submit a draft of its Resolution Plan, incorporating the highest Annexure-II (Identified Criteria for Challenge Process). As per Challenge Process all revised signed Resolution Plans were to put to vote simultaneously in accordance with Regulation 39(3) of the CIRP Regulations. (vi) In 20th CoC Meeting held on 05.09.2025, Challenge Process was conducted. In Challenge Process, only Appellant and Respondent No.3 - Adani Enterprises Ltd. participated. The App....
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....he RP referring to its Resolution Plan dated 14.10.2025. Along with email, the Appellant sent an Addendum to the Resolution Plan dated 14.10.2025, details of which Addendum, we shall notice subsequently. The RP immediately on 08.11.2025 forwarded the email of the Appellant to all Members of the CoC. The RP requested for the views of Members of the CoC on the Addendum at the earliest. (x) The RP convened the 24th CoC Meeting on 14.11.2025. The CoC Members decided that Addendum of the Appellant, could not be considered at this stage and authorized the RP to issue response to Vedanta Ltd. to communicate the decision of CoC. On 15.11.2025, the RP issued the response to Vedanta Ltd. regarding its Addendum. (xi) E-voting was concluded on 18.11.2025 and on 18.11.2025 as per the e-voting result, the CoC approved the Resolution Plan of Respondent No.3 with 93.81% vote share. Letter of Intent was issued to SRA on 19.11.2025, which was accepted on 20.11.2025 by SRA. The Appellant by an email dated 19.11.2025 submitted a representation to the CoC, seeking approval of its Resolution Plan even without Addendum as it continued to remain H1 bidder in terms of its gross value and ....
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....rocess, itself had taken a decision that Plan received on or before 12.08.2025 are sub-optimal and not satisfactory. The CoC clearly opined that there is scope of improvement in such commercial proposals and a decision was taken to conduct a Challenge Process for value maximization for the CD. The CoC, thus, was fully aware that value maximization is the core object of the entire process. Challenge Process was conducted in five rounds. In the second round, the Appellant gave a bid of Rs. 12,255.29 crores, which bid was highest in the said round. In third round, the Appellant further increased its bid by 250 crores, which was highest in the round. In fourth and fifth round, no other bids was received. The RP vide email dated 05.09.2025 communicated that at the closure of the Challenge Process, highest NPV was received of Rs. 12,505.85 crores ("which was NPV of the Appellant"). In the Challenge Process, apart from the Appellant, only other bidder was SRA, who did not increase his bid in the Challenge Process. Though, the Appellant was willing to increase its bid, but there being no completing bid, the Appellant last bid of Rs. 12,505.85 crores remained as the highest bid of NPV. It i....
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....t to maximize the realization by CoC of its debt. The CoC decision not to consider the Addendum is arbitrary and not in accord with the objective of the IBC. The commercial wisdom of the CoC cannot override the interest of all stakeholders. Bidders were not told that upfront payment will be the main yardstick for approval of the Resolution Plan. Learned Counsel for the Appellant further contended that the Resolution Plan of the Appellant was not considered and in the 23rd CoC Meeting there was no consideration of the Plan of the Appellant. The CoC has abdicated its jurisdiction to consider the Resolution Plan in favour of BDO LLP, which is a professional Firm. Scoring by BDO cannot be the sole criteria for approval of Resolution Plan. Resolution Applicants were never told that Plan, which score maximum marks, shall be approved in the Resolution Process. There is no consideration of feasibility and viability of Resolution Plans. The CoC has the obligation and statutory duty to all stakeholders to take justifiable and reasoned decision, which uphold the objective of the IBC. The process undertaken has led to decision making which has failed to maximize value and balance the interests....
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....Plan of each Resolution Applicants were discussed. The CoC deliberated on respective Resolution Plans and decided to put all the five Resolution Plans to vote. The representative of the Appellant was fully satisfied with the process and did not raise any objections or any other concern in the Meeting dated 07.11.2025. On 08.11.2025, the Appellant sent an unsolicited email containing the Addendum to the Resolution Plan dated 14.10.2025. The RP circulated the email to all Members of the CoC inviting their views. The RP further opined that Addendum appeared to be in violation of the Process Note, including but not limited to Clauses 13, 19, and 14.2(xv) of the Process Note. The Appellant by way of Addendum proposed changes in the proposed payout tranches and increased its proposed equity infusion. The final signed Resolution Plan submitted by the Appellant on 14.10.2025 on the basis of Challenge Process was the final Resolution Plan of the Appellant, which could not be changed either upward or downward. The submission of the Appellant that Addendum was a clarification, is incorrect. The Addendum unilaterally revised the financial proposal and changed the proposed payouts tranches and ....
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....as not approved, cannot raise any grievance. 7. Shri Arun Kathpalia, learned Senior Counsel adding to the submissions made on behalf of the RP submits that Evaluation Matrix on which Plans are evaluated, are provided in Annexure-1 of the RFRP and upfront cash recovery is one of the parameters in the Evaluation Matrix, which is one of the Identified Criteria. Upfront payment cannot be allowed to be changed after Resolution Plan has been submitted. The Addendum, which was sent by the Appellant on 08.11.2025, is not a clarification. In the Original Plan, the Appellant had provided for Rs. 400 crores towards equity infusion, which is now sought to be increased to Rs. 800 crores. Changing the equity infusion is going to change parameters of evaluation. In the 23rd Meeting of the CoC representative of the Appellant was there and did not raise any objections. 8. Shri Tushar Mehta, learned SG appearing for the CoC submitted that evaluation of the Resolution Plan by Evaluation Matrix, which is part of the RFRP was well known to all the Resolution Applicant. Evaluation Matrix both on quantitative and qualitative basis provides an assessment on the basis of proposal given by Resolution ....
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.... as a guiding model. The Evaluation Matrix, which was considered and approved by the CoC, which is Annexure-1 of the RFRP, the parameters in the Evaluation Matrix reflects sound commercial reasoning and the legitimate interests of the creditors in securing immediate realisable value. The present is a case where, the Appellant is not even contending that Evaluation Matrix was dealt in a way to suit any bidder, nor present is a case where scores on various Resolution Plans have been questioned. The whole process was fair and had full visibility. Learned Counsel for SRA submits that entire CIRP was conducted in accordance with law. There is no challenge to the Plan of Respondent No.3 on any substantive basis. No material irregularity on the part of RP has been pointed out, nor the RP has committed any material irregularity in conduct of the entire CIRP. The CoC deliberated on the Addendum, which was unilaterally sent by the Appellant and decided not to accept the addendum, which was against the Process Note. There are no grounds made out within the meaning of Section 61 sub-section (3) in the Appeal to interfere with the impugned order. In event the Addendum would have been accepted, ....
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....and the RP. Thus, the CoC was fully entitled to consider the Addendum and cannot rely on RFRP and Process Note to contend that it could not have accepted the Addendum. From 05.09.2025 to 07.11.2025, the Appellant was not informed anything about the Plan. In the Challenge Process, the Appellant was the highest bidder. Respondent No.3 did not submit any bid after round 1. The Appellant was never told before the Challenge Process that only upfront payment would be looked into, the scoring of the marks cannot be equal to consideration. What was possible by the CoC was not taken note of by the CoC. The CoC only found ways and means to approve the Resolution Plan of Respondent No.3 and acted in clear violation of the whole objective of the CoC on value maximization. 11. We have considered the submissions of learned Counsel for the parties and have perused the record. 12. Before we enter into respective submissions of learned Counsel for the parties, we need to briefly record the findings returned by NCLT in the impugned order. 13. While considering IA No.01 of 2026, the NCLT has framed four issues for consideration, which are to the following effect: "(i) Whether the Ap....
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....emained at Rs. 3,770/- crores. We find from the record of the 23rd CoC meeting convened on 07.11.2025 in which all the finally signed resolution plans read with their respective email clarifications were considered. This meeting was attended by the Applicant also, in which all PRAs including the Applicant was told that voting on the Resolution Plan was going to start and the same has been acknowledged by the representative of the Applicant. However, just after this meeting, the Applicant filed the Addendum on 08.11.2025. Looking to the timing of filing of the Addendum, the contention as raised by the CoC in its Reply appears to be reasonable that after attending the 23rd CoC meeting and having understood that their upfront payment amount was substantially lower than that offered by the SRA and that this deficiency had adversely impacted their evaluation score, subsequently submitted an addendum on 08.11.2025 purporting to increase their upfront payment amount from Rs. 3,770 crores to Rs. 6,561 crores." 16. The Adjudicating Authority while affirming the decision of the CoC, not to consider the Addendum, has made following observations in Paragraphs 73, 74 and 75: "73. Th....
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....cess Note set under the provisions of the Code and the relevant Regulations." 17. On Issue No.(iii), the NCLT after noticing the contentions of the parties, came to the conclusion that Evaluation Matrix as designed by the RP with the approval of the CoC is within the legal framework of the Code and evaluation of Plans based on it meets the requirements of the core objective of the IBC. In Paragraph 102, following has been observed by the Adjudicating Authority: "102. Considering our above findings, we hold that the Evaluation Matrix as designed by the RP with the approval of the CoC is within the legal framework of the Code and evaluation of plans based on it meets the requirements of the core objectives of the IBC as contained in its preamble which has been discussed by us in para 91 and 92 of this order." 18. On 4th Issue, the NCLT after noticing the relevant judgments of the Hon'ble Supreme Court and the scope of judicial review in the decision of the CoC taken in the commercial wisdom, has noted the parameters and scope of interference in such decisions, and has recorded its conclusion in Paragraph 151, which is to the following effect: "151. Considering....
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.... by the Appellant praying for setting aside the decision of the CoC taken in 23rd CoC Meeting approving the Resolution Plan of Respondent No.3.? (VII) Whether sufficient ground has been made out by the Appellant to interfere with the decision of the Adjudicating Authority dated 17.03.2026 allowing IA (Plan) No.11 of 2025? Question No. I 20. Request for Resolution Plans (RFRP) was issued on 24.04.2025 to all Resolution Applicants including the Appellant. Regulation 36B Sub- regulation (2) of the CIRP Regulations provides as follows: "(2) The request for resolution plans shall detail each step in the process, and the manner and purposes of interaction between the resolution professional and the prospective resolution applicant, along with corresponding timelines." 21. RFRP contains detail steps in the process. Evaluation of compliant plans is required to be done as per the Evaluation Matrix, as referred to in Annexure 1 of the RFRP. It is relevant to notice Clause 11.4 (F) of the RFRP which is as follows: "F. The CoC and/or the Resolution Professional (acting on the instructions of the CoC) may, at their sole discretion, decide any method or proces....
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....rack record in implementing turnaround of stressed assets etc., and/ or experience in industries such as E&C Cement & Power, Real Estate, Hospitality, etc. 5 7. External Rating/Adherence to financial discipline. record of regulatory compliance, etc. 5. Total 100 23. Resolution Plans were submitted by all Resolution Applicants including the Appellant. CoC in its 19th meeting held on 22.08.2025 decided to hold the Challenge Process. Challenge Process Note was issued on 28.08.2025 and Challenge Process was conducted on 05.09.2025. The purpose of conducting Challenge Process was to identify the highest committed financial proposal on NPV basis for secured Financial Creditors. Clause 9 of the Challenge Process provides as follows: "9. For the purposes of this Process Note, "Challenge Process" means the bidding process that is proposed to be conducted to identify the highest committed financial proposal on NPV basis for secured Financial Creditors with the objective of maximizing the value of the assets of JAL and ensuring transparency in negotiation with the Resolution Applicants as per the terms and conditions of Process Note as set out herein." ....
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....by the CoC. The summary of Evaluation Matrix Scoring is as under:" SR. PARAMETERS MAX SCORE AEL DCBL VL JPL PNC A Quantitative Parameters 1 Upfront Cash Recovery to Financial Creditors 35.00 29.30 35.00 18.51 25.01 9.75 2 NPV of all the payments to financial creditors including Upfront 35.00 33.54 22.05 35.00 14.26 20.28 3 NPV of the payments offered to all the creditor other than financial creditors including Upfront 5.00 2.42 5.00 2.78 3.94 2.42 4 Equity/ quasi equity infusion for improving the business operations (within 180 days) 5.00 5.00 0.63 2.56 0.00 1.29 Total of Quantitative Parameters 80.00 70.26 62.67 58.85 43.24 33.74 5 Qualitative Parameters 6 Viability and reasonableness of financial projection 10.00 9.50 7.00 7.00 8.00 5.00 7 Ability to turnaround distressed companies 5.00 5.00 3.50 3.50 4.00 1.50 8 Ability to turnaround distressed comp....
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....5 Qualitative Parameters 6 Viability and reasonableness of financial projection 10.00 10.00 8.00 8.00 8.50 5.00 7 Ability to turnaround distressed companies 5.00 5.00 4.00 4.00 4.50 1.50 8 Ability to turnaround distressed companies 5.00 4.50 5.00 4.75 5.00 5.00 Total of Qualitative Parameters 20.00 19.50 17.00 16.75 18.00 11.50 Total 100.00 89.76 79.67 75.60 61.22 45.24 CoC took note of the revised scoring of the qualitative parameters and thereafter BDO team exited the meeting. BDO shall share the final report, and the same shall be shared with the CoC members." 26. Agenda 16 was to consider and approve the resolution plan dated October 14, 2025 submitted by Vedanta Limited. Vedanta joined the meeting and thereafter exited. Agenda 16 is as follows: "Agenda 16- To consider and approve the resolution plan dated October 14, 2025 submitted by Vedanta Limited, in accordance with Section 30(4) of the Code and the CIRP Regulations. To authorize the Resolution Professional to issue the....
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....resolution plan dated 14 October 2025 (Resolution Plan), please find attached our Addendum to the Resolution Plan for your kind consideration. May we please request that the Addendum be tabled before the Committee of Creditors at the earliest. We remain available to answer any questions or provide any clarifications that may be required. Please note that this Addendum is in continuation of and is an integral part of the Resolution Plan. This is without prejudice to our rights and remedies under applicable law and equity. Kind regards, Anjali Gawande Vedanta Limited" ----X----- ADDENDUM TO THE RESOLUTION PLAN DATED 14 OCTOBER 2025 This addendum to the Resolution Plan dated 14 October 2025 ("Resolution Plan") (such addendum, "Addendum") is submitted by Vedanta Limited ("Resolution Applicant") on 7 November 2025, in continuation of and as an integral part of the Resolution Plan. A. Jaiprakash Associates Limited ("Corporate Debtor") is undergoing the corporate insolvency resolution process ("CIRP") under the Insolvency and Bankruptcy Code 2016. B. The Resolution Applicant submitted its Re....
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.... Equity Infusion in the Corporate Debtor (a) According to Section 6 of the Resolution Plan, the Resolution Applicant shall infuse/invest an amount of-INR 400 crores into the Corporate Debtor, as may be required, by way of fresh equity/quasi-equity/debt or a combination of debt and equity within 180 days of the Plan Effective Date. (b) The Resolution Applicant clarifies that it shall infuse invest an amount of INR 400 crores into the Corporate Debtor by way of fresh equity/quasi-equity/debt or a combination of debt and equity within 180 days of the Plan Effective Date in addition to the amount of-INR 400 crores as mentioned in paragraph 2 (a) above such that the total amount of infusion/ investment by the Resolution Applicant in the Corporate Debtor is -INR 800 crores. Accordingly, references to infusion/ investment of an amount of INR 400 crores into the Corporate Debtor by way of fresh equity/quasi- equity/debt or a combination of debt and equity within 180 days of the Plan Effective Date in the Resolution Plan shall be read as reference to the infusion/ investment of an amount of INR 800 crores into the Corporate Debtor by way of fresh equity/quasi-equity/debt o....
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....first instalment of Rs. 2793 Crores totalling to Rs. 6563 Crores. Clause 2 deals with fresh equity/quasi equity infusion in the Corporate Debtor. Resolution Plan mentioned that the Resolution Applicant shall infuse Rs. 400 Crores equity, it is mentioned that the total amount of infusion by the Resolution Applicant by the Corporate Debtor be Rs. 800 Crores. Learned counsel for the CoC has submitted a tabular chart giving changes proposed by the Vedanta in its Addendum containing payment to the Secured Financial Creditors as per Final Resolution Plan, payment to the Secured Financial Creditors as per the Addendum with respect to pay out and equity infusion, which is as follows: "Changes proposed by Vedanta Limited in its Addendum By way of its Addendum dated November 8, 2025, Vedanta Limited ("Vedanta") proposed to make the following amendments to its Final Signed Resolution Plan dated October 14, 2025 [which incorporated the amounts proposed by Vedanta in the Appendix-II (SFC Payout) submitted during the Challenge Process on September 5, 2025]: I. Change in the Payout Tranches to the Secured Financial Creditors S. No. Particulars Upfront Payment o....
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....n NPV but on the aggregate evaluation matrix as well. Even under the CoC's own chosen methodology, Vedanta would have emerged as the highest scorer. Yet the Addendum was rejected. The rejection was based on an overly technical and incorrect interpretation of the Process Note. The CoC and RP read the prohibition far more broadly than the text warranted. They treated any change as prohibited, when in fact only upward and downward modifications were prohibited. This is a classic case of elevating form over substance, more so when the substance is one of the core objectives of the Code."" 32. Appellant's thus clear case was that with the Addendum Vedanta would have scored 35 marks on NPV and significantly higher marks on upfront and equity infusion. The above clearly indicate that the Addendum was submitted by the Appellant with intent to improve the Evaluation Matrix of the Appellant and to increase its scoring to come up as the highest scoring resolution plan. As noted above, the Process Note clearly prohibited any change or modification of the financial proposal of the Resolution Applicant which have become final in the Challenge Process. The modification which was sought to ....
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....n to the other resolution applicant to place its modification for consideration of CoC. 14. So far as affidavit dated 17-11-2021 is concerned, though the appellant stated in Para 3 thereof that the payment of upfront amount under the resolution plan was in no way going to modify the plan but, that had only been an expression of the understanding of the appellant about the legal effect of the propositions put forward by him, which included the modification of the term of plan from 180 days to 90 days. Such a proposition could not have been treated as formal or innocuous or of no material bearing. 15. So far as the factor relating to divulging of the contents of the plan is concerned, the same had been of the making of the appellant himself. If the appellant had chosen to divulge/disclose the terms of its resolution plan before the adjudicating authority, there had not been any fault on the part of the resolution professional or the CoC or the other resolution applicant." 34. Hon'ble Supreme Court held that when Appellant sent modification of the term of plan from 180 days to 90 days, such proposition could not have been treated as formal or innocuous or of no ma....
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....est commercial proposal submitted by such Resolution Applicant in its last submitted resolution plan (whether signed or draft) or any of the preceding rounds of the Challenge Process in compliance with this Process Note (as the case may be) shall be considered as their last and final financial proposal for the purposes of evaluation under the RFRP, the Code and the Challenge Process, and for the CoC to take suitable decision on the resolution process of the Corporate Debtor in its commercial wisdom. Such Resolution Applicant shall not be subsequently allowed to make any modifications to its last commercial proposal as aforesaid." 38. Similarly, Clause 13.19 provides as follows: "13.19 No Resolution Applicants shall be permitted to make any upward or downward revision in their financial proposal / commercial offer that has been proposed in the unsigned resolution plan prior to the commencement of the Challenge Process, Appendix I or to their highest proposal with respect to the Identified Criteria at the end of the Challenge Process post Closure of Challenge Process. The financial proposal / commercial offer to all the stakeholders with respect to each Resolution Applica....
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....27 of the judgment held that maximisation of the value of the assets of the Corporate Debtor is very important objective of the Code. Para 27 of the judgment is as follows: "27. As is discernible, the Preamble gives an insight into what is sought to be achieved by the Code. The Code is first and foremost, a Code for reorganisation and insolvency resolution of corporate debtors. Unless such reorganisation is effected in a time-bound manner, the value of the assets of such persons will deplete. Therefore, maximisation of value of the assets of such persons so that they are efficiently run as going concerns is another very important objective of the Code. " 42. Further, reliance has been placed on the judgment of Hon'ble Supreme Court in Essar Steel (India) Ltd. Committee of Creditors vs. Satish Kumar Gupta, (2020) 8 SCC 531 where in Para 73 the Hon'ble Supreme Court has laid down following: "73. There is no doubt whatsoever that the ultimate discretion of what to pay and how much to pay each class or sub-class of creditors is with the Committee of Creditors, but, the decision of such Committee must reflect the fact that it has taken into account maximising the va....
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....he Report has recommended the following guiding principles to Parliament for a new Code. Broadly, the objects sought to be achieved by IBC are: (i) provision of certainty in the market to promote efficiency and growth; (ii) maximisation of value of assets; 212.4. While the ultimate business decision lies with CoC, such a decision should indicate adequate consideration of the objectives of IBC. Accordingly, the adjudicating authority should ensure that the decision of CoC takes into account the following factors: (i) the corporate debtor should continue as a going concern during the resolution process, (ii) the value of assets of the corporate debtor should be maximised, and (iii) interests of all stakeholders are balanced." 44. Reliance has been placed on another judgment of Hon'ble Supreme Court in Piramal Capital & Housing Finance Ltd. vs. 63 Moons Technologies Ltd., (2025) 10 SCC 452 where in Para 57, 79 and 116 following was laid down: "57. As the long title of IBC suggests, IBC has been enacted to consolidate and amend the laws relating to reorganisation and insolvency resolution of corporate persons, partnershi....
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....est in the corporate debtor's successful revival, lenders have a fundamental duty to act in good faith and with transparency, recognising that their cooperative stance is essential for overcoming the inevitable challenges of the resolution process. The lender's role is not merely passive; it requires active support that aligns with the ultimate goal of IBC to provide a fair and equitable resolution that maximises asset value while enabling the debtor's recovery." 48. Further reliance has been placed on Para 15.1 of Elegna Co-op. Housing and Commercial Society Ltd. (Supra) where following was laid down: "15.1. While the commercial wisdom of the Committee of Creditors is paramount and is not ordinarily amenable to judicial review, the width of powers vested in the CoC carries with it a corresponding duty of responsibility. Any extraordinary or non-routine decision taken by the CoC must, therefore, be supported by cogent reasons duly recorded in writing. Accordingly, with a view to advancing transparency, ensuring accountability, and safeguarding the interests of homebuyers, we issue the following directions: ..." 49. There cannot be two opinions about the p....
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....39; as well as the 'Committee of Creditors' as confirmed by the 'Resolution are duty bound to ensure maximization of value within the time frame prescribed by the 'I&B Code'. Such an object in finding out a 'Resolution Applicant' who can offer maximum amount so as to safeguard the interest of all stakeholders of the 'Corporate Debtor' is lacking in the case in hand from the side of the 'Committee of Creditors'. 33. In the present case, the 'Committee of Creditors' not only failed to safeguard the interest of the stakeholders of the 'Corporate Debtor' while approving the 'Resolution Plan' submitted by 'Rajputana Properties Private Limited', also ignored the revised 'Resolution Plan' offered by 'Ultratech Cement Limited' which has taken care of maximization of the assets of the 'Corporate Debtor' and also balanced the claim of all the stakeholders of the 'Corporate Debtor'." 51. This Tribunal also noticed that Process Document do not prohibit the CoC from amending the clauses and further, the CoC had ample power to accept any plan prior to the acceptance of plan by ....
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....said 'process document' and the provision of the 'I&B Code'. Only considering one of the 'Resolution Plan' of 'Rajputana Properties Private Limited' and ignoring the other 'Resolution Plans' including that of the 'Ultratech Cement Limited' which are in consonance with Section 30(2) for the purpose of negotiation and for maximization of the value of the assets. Non- application of mind by the 'Committee of Creditors' and discriminatory behavior in approving the plan submitted by the 'Rajputana Properties Private Limited' is apparent." 52. This Tribunal came to the conclusion that CoC have not acted in terms of the provisions of the I&B Code in the Process Document and maximisation of the value cannot be ignored. In Para 47 following was laid down: "47. We have noticed the relevant provision of the 'process document' and Section 25(2)(h) and held that the 'Committee of Creditors' have not acted in terms with the provisions of the 'I&B Code' and the 'process document'. The maximization of the value assets of the 'Corporate Debtor' cannot be ignored nor it can be ignored that the same should balance all the sta....
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....means of Addendum which was not accepted by the CoC. Further in the above case, this Tribunal has noted that there was discrimination in the pay-out given to the Financial Creditors. In Para 19 of the judgment, this Appellate Tribunal noticed that some of the Financial Creditors were being provided with 100% of their verified claim and some are being provided lesser amount with 72.59%. This was discrimination in the payment to the Operational Creditors also. The above were thus also clearly distinguishing feature of the said case. 55. Learned counsel for the Appellant submitted that as per the RFRP and the Process Note, the CoC was not bound to any terms of the RFRP. Learned counsel for the Appellant has relied on following part under the heading 'Disclaimer' of the RFRP: "The terms and conditions of this RFRP and any Resolution Plan submitted pursuant hereto shall be non-binding on the CoC and the Resolution Professional." 56. The above disclaimer is only to the effect that any plan given by the Resolution Applicant cannot be held binding on the CoC and the CoC has its own commercial wisdom to consider all resolution plans and take a decision. 57. Learned counsel....
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....esigned, would there be a need to re-issue the Form G. The RP team clarified that while the exact process would have to be discussed and deliberated with the CoC, a re-issuance of Form G may not be required. However, all the RAs would have to be given an opportunity to revise their proposals. The remaining CIRP timelines may also not be enough to re-run the process. Taking note of the inputs of the RP, RP team, RP Legal Counsel, CoC Legal Counsel and the other CoC members, IDRCL stated that acceptance of the Addendum by Vedanta at this stage was neither tenable as per the RFRP and the Process Note, nor is it practicable to re-run the process and provide an opportunity to all the other RAs to revise their bids. In this case, due care has been taken to ensure transparency in the process and any deviation at this stage is neither feasible nor acceptable. Accordingly, they were of the view that the Addendum by Vedanta could not be considered at this stage of the process as it would jeopardize the entire process and the progress made by the RP and the CoC so far. The RP thanked the CoC members for sharing their views and mentioned that an appropriate communication woul....
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....by cogent reasons duly recorded in writing. 60. Present is a case where the reasons for CoC not accepting the Addendum are fully reproduced in the minutes of the 24th CoC meeting, as noted above. Admittedly, the Appellant was not permitted to amend or modify its resolution plan by the CoC. Sending Addendum was unilateral and unsolicited action by the Appellant, which was to improve its resolution plan. Appellant's case itself, as has been noticed by the Adjudicating Authority, as noted above, was that by Addendum the scoring of Appellant shall substantially increase. All the resolution plans were considered in the 23rd CoC meeting on 07.11.2025 and decision was taken to simultaneously vote on all the resolution plans, which decision was taken after giving opportunity to the representatives of all Resolution Applicants. We, thus, are of the view that the decision taken by the CoC not to accept the Addendum cannot be said to be invalid or untenable decision. The CoC which constitutes of the financial institutions are well aware of their interest and fully competent to watch the interest of all stakeholders. The scheme of IBC is designed in such a manner that interest of all stakeh....
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....l be final and binding on the Resolution Applicants. E. Based on the assessment set out above by the CoC, the CoC shall evaluate the compliant Resolution Plan(s) as per the parameters set out in the Evaluation Matrix and their feasibility and viability in terms of the IBC and CIRP Regulations and as set out in this RFRP. The Resolution Professional and/ or the CoC may seek clarification or further information/documents from the Applicants during the course of its examination. The Evaluation Matrix, that shall be considered for the purpose of evaluation of the compliant Resolution Plans is provided in Annexure I of the RFRP. The CoC reserves the right, in its sole discretion and commercial wisdom, to add, delete or modify these parameters for the purpose of evaluation of the compliant Resolution Plans. The Resolution Professional (acting for the CoC) or the CoC shall not be bound to disclose the scores of any Applicant or disclose the methodology adopted in arriving at such scores. It is further clarified that the Applicant shall not have the right to request clarifications on the scoring made as per the Evaluation Matrix or seek information as regards the methodology adopt....
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....tion for such acceptance, or rejection or annulment and without assigning any reasons for such actions; H. re-issue the invitation for EOIs or re-issue RFRP." 66. Clause 12.14 provides note for the Applicant(s) that CoC is/are under no obligation to approve a Resolution Plan having the best technical or highest best financial Plan. Clause 12.14A is as follows: "12.14. The Applicant(s) should note that: A. The Resolution Professional or the CoC is/are under no obligation to approve a Resolution Plan having the best technical capabilities or highest/ best financial plan. Notwithstanding anything contained hereinabove, the CoC reserves the right to engage in discussions with any Applicant(s)." 67. Clause 15.8 also empowers the CoC to have right to engage such professional to advise them as they deem fit in relation to the Resolution Plan Process and/ or evaluation of the Resolution Plan. Clause 15.8 is as follows: "15.8. Advisors The Resolution Professional and the CoC shall have the right to engage such professionals to advise them as they may deem fit in relation to the Resolution Plan Process and/or evaluation of the Resolution Pla....
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....esolution plans i.e. the definitive payments to the stakeholders (both upfront and deferred); (ii) the feasibility and viability of each of the Resolution Plans; (iii) unconditionality and definitiveness of the payments and the implementation of the Resolution Plans i.e., the plan does not have any termination or walk away rights or any condition or contingency to implementation (which are in any event not permissible in view of the judgment by the Hon'ble Supreme Court in Ebix Singapore Private Limited v. Committee of Creditors of Educomp Solutions Limited & Ors. (2021) SCC Online SC 707); (iv) clear and unambiguous timeline for implementation of the resolution plan; and (v) clear and unambiguous terms for payment to stakeholders. The CoC may, at its sole discretion also consider any contingent amounts that may be offered by the Resolution Applicants in the Appendix- I (Contingent Amount propose,/ to the Secured Financial Creditors upon restoration of Sports City Land)." 70. Clause 13.7 of the Process Note clarifies that CoC is under no obligation to any of the Resolution Applicants to approve a Resolution Plan, which has the highest NPV as per the Identified Criteria. Clau....
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....zation. The decision of the CoC not approving the Plan of the Appellant is arbitrary and perverse. We have already noticed Clause 13.7 of the Process Note, which clearly provides that CoC is under no obligation to approve Resolution Plan having highest NPV. Thus, the Appellant's case that Plan deserved to be approved, since it has the highest NPV, cannot be accepted. Resolution Plan value, which according to the Appellant is Rs. 3400 crores higher than the Plan value of Respondent No.3 is also a factum, which we have already taken note and reflected in the Evaluation Matrix. The decision of the CoC taken in the 23rd CoC Meeting to approve the Resolution Plan of Respondent No.3 is a decision of the CoC taken in its commercial wisdom. 73. Submissions have been made by learned Counsel for both the parties on limited extent of judicial review on a decision of the CoC taken in commercial wisdom while approving the Resolution Plan. Large number of cases have been cited by both the parties. For the purpose of the present case, it is sufficient to notice latest judgment of the Hon'ble Supreme Court decided on 27.02.2026, where earlier judgments of the Hon'ble Supreme Court dealing with ....
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....ons of the CoC to judicial review, contrary to the scheme of the IBC." 75. The Hon'ble Supreme Court in Paragraph 12 of the judgment has dealt with expression "Commercial Wisdom of the CoC Paramount". In Paragraph 12.1 to 12.4, the Hon'ble Supreme Court has noticed its earlier judgment lying down the principles of judicial review by the Adjudicating Authority and the Appellate Tribunal in decision of CoC taken in its commercial wisdom in approving the Resolution Plan. Paragraph 12.1 to 12.4 are as follows: "12.1. It has been the consistent view of this Court that the commercial wisdom of the CoC cannot be interfered with by the NCLT, the NCLAT or this Court as was held in K. Sashidhar v. Indian Overseas Bank, (2019) 12 SCC 150 : (2019) 4 SCC (Civ) 222 : (2019) 213 Comp Cas 356 as under: 55. Whereas, the discretion of the adjudicating authority (NCLT) is circumscribed by Section 31 limited to scrutiny of the resolution plan "as approved" by the requisite percent of voting share of financial creditors. Even in that enquiry, the grounds on which the adjudicating authority can reject the resolution plan is in reference to matters specified in Section 30(2), when th....
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.... or commercial wisdom of the dissenting financial creditors. Thus, the prescribed authorities (NCLT/NCLAT) have been endowed with limited jurisdiction as specified in the I&B Code and not to act as a court of equity or exercise plenary powers." (Underlining by us) 12.2. Similarly, in Kalyani Transco, decided on 26.09.2025, a three-Judge Bench of this Court held as follows: "179. It can thus be seen that this Court has held that the legislature purposefully did not include a means to challenge the commercial wisdom exercised by the CoC. This makes a challenge to the same non - justiciable. It has been further held that a challenge cannot be raised against the decision making of the CoC unless and until the grounds for challenge as given in the Code are satisfied. Any interference in the paramount objective of the CoC of exercising its commercial wisdom would amount to the Court rewriting the law and going against the very objectives of the IBC. 180. We are therefore of the opinion that in the present matter as well, the CoC exercised its commercial wisdom while approving the Resolution Plan whereby the Appellant - Jaldhi was classified as a contingent c....
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.... is a jurisdiction which is statutorily-defined, recognised and conferred, and hence cannot be equated with a jurisdiction in equity, that operates independently of the provisions of the statute. The adjudicating authority as a body owing its existence to the statute, must abide by the nature and extent of its jurisdiction as defined in the statute itself. 44. ...the jurisdiction of the adjudicating authority and the appellate authority cannot extend into entering upon merits of a business decision made by a requisite majority of the CoC in its commercial wisdom. Nor is there a residual equity based jurisdiction in the adjudicating authority or the appellate authority to interfere in this decision, so long as it is otherwise in conformity with the provisions of IBC and the Regulations under the enactment." (Underlining by us)" 76. It is useful to notice observations made by the Hon'ble Supreme Court in Paragraph 12.5 and 13, which are as follows: "12.5. The issue is no longer res integra, the law having been settled that the commercial wisdom of the CoC enjoys primacy and cannot be supplanted by judicial review. Neither the NCLT, nor the NCLAT nor even this ....
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....ic litigation. Stakeholders with little to no economic interest in the Corporate Debtor may resort to litigation as a bargaining tool to delay implementation of the Resolution Plan or extract concessions, thereby converting the insolvency process into an adversarial contest. Such conduct takes the process away from its objective of value maximisation. 14.4. This Court, in Swiss Ribbons Private Ltd. v. Union of India, (2019) 4 SCC 17 : (2019) 213 Comp Cas 198, underlined that the IBC prioritises time- bound reorganisation to maximise asset value, revive corporate debtors as going concerns, and ultimately strengthen credit markets. "27. ...The Code is first and foremost, a Code for reorganisation and insolvency resolution of corporate debtors. Unless such reorganisation is effected in a time-bound manner, the value of the assets of such persons will deplete. Therefore, maximisation of value of the assets of such persons so that they are efficiently run as going concerns is another very important objective of the Code. This, in turn, will promote entrepreneurship as the persons in management of the corporate debtor are removed and replaced by entrepreneurs. When, the....
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....taking and value creation, exit performs a critical function too by ensuring that failure, an inevitable by-product of risk taking, is resolved efficiently rather than postponed indefinitely. An efficient insolvency resolution system performs an important allocative function: it preserves viable firms through timely reorganisation while ensuring swift liquidation and exit of non-viable businesses. Where insolvency laws are tardily enforced, viable firms are driven into failure, and non-viable firms are permitted to persist. 14.6. For the longest time under Indian law, the freedom of exit remained under-institutionalised. The enactment of the IBC was a decisive correction of this imbalance by introducing a predictable and time-bound mechanism for insolvency resolution. While predictability allows market participants to form stable expectations about enforcement outcomes, finality curtails strategic delay and rent-seeking, ensuring timely deployment of capital and labour into more productive use. 14.7. Predictability and finality are thus essential to maintaining a robust insolvency regime. Judicial intervention beyond the narrow statutory confines undermines both p....
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....aid down: "42. On October 29, 2024, while rejecting the appellant's third settlement proposal, the committee of creditors approved the resolution plan of the DVC. Thereafter, the appellant's fourth and fifth settlement proposals worth Rs. 1,606.86 crores and Rs. 1,671.86 crores respectively were also rejected by the committee of creditors. The appellant argues its fifth settlement plan is offering to pay Rs. 1,671.86 crores and is more viable than the accepted resolution plan submitted by the DVC. It is trite law that the commercial wisdom of the committee of creditors to accept one resolution plan over another cannot be second-guessed by the court [Committee of Creditors of Essar Steel India Ltd. v. Satish Kumar Gupta[2020] 219 Comp Cas 97 (SC); (2020) 8 SCC 531; 2019 SCC OnLine SC 1478, paragraphs 62-64, Ebix Singapore P. Ltd. v. Committee of Creditors of Educomp Solutions Ltd.[2022] 231 Comp Cas 110 (SC); (2022) 2 SCC 401; (2022) 1 SCC (Civ) 586; 2021 SCC OnLine SC 707, paragraphs 157-158." 80. Now, the challenge is also made by the Appellant on the ground that CoC has abdicated its jurisdiction, since it has not independently considered the Resolution Plan o....
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....00 5.00 4.00 4.00 4.50 1.50 8 Ability to turnaround distressed companies 5.00 4.50 5.00 4.75 5.00 5.00 Total of Qualitative Parameters 20.00 19.50 17.00 16.75 18.00 11.50 Total 100.00 89.76 79.67 75.60 61.22 45.24 CoC took note of the revised scoring of the qualitative parameters and thereafter BDO team exited the meeting. BDO shall share the final report, and the same shall be shared with the CoC members." 81. The CoC noticed the revised scoring and thereafter the CoC deliberated on the manner and distribution of the amount under the Resolution Plan under Agenda Item No.19, where Plan of different Resolution Applicants were considered, which are noticed at Agenda Item No.19. From Agenda Item No.14 to 18, Resolution Plan of all the Resolution Applicants were referred to and RP was authorised to issue Letter of Intent and file an application with the Adjudicating Authority. List of voting matters were also noted, which are part of Annexure 2. 82. The submission of the Appellant that CoC has abdicated its jurisdiction in favour of BDO India LLP and has not dealt and deliberated on the Reso....
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....sion for improving the business operations (within 180 days) 5.00 5.00 0.63 2.56 0.00 1.29 Total of Quantitative Parameters 80.00 70.26 62.67 58.85 43.22 33.74 5 Qualitative Parameters 6 Viability and reasonableness of financial projection 10.00 10.00 8.00 8.00 8.50 5.00 7 Ability to turnaround distressed companies 5.00 5.00 4.00 4.00 4.50 1.50 8 Ability to turnaround distressed companies 5.00 4.50 5.00 4.75 5.00 5.00 Total of Qualitative Parameters 20.00 19.50 17.00 16.75 18.00 11.50 Total 100.00 89.76 79.67 75.60 61.22 45.24 CoC took note of the revised scoring of the qualitative parameters and thereafter BDO team exited the meeting. BDO shall share the final report, and the same shall be shared with the CoC members." 83. Thus, the CoC deliberated on the Report and put queries and asked the BDO to revise its Report, which BDO did and thereafter exited from the Meeting. The submission of the Appellant that CoC abdicated its jurisdiction in favour of the ....
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....Counsel for the Appellant has placed much reliance on email dated 05.09.2025 sent by the RP, where it was communicated that highest value as per Identified Criteria was Rs. 12,505.85 crores on NPV basis, which NPV value was offered by the Appellant in the Challenge Process. Email dated 05.09.2025 was forwarded by the RP to all the Resolution Applicants, including the Appellant. It is useful to notice the email dated 05.02.2025, which is as follows: "Mansi Dhiman From: bhuvan MADAN <[email protected]> Sent: 05 September 2025 18:38 To: bhuvan MADAN Subject: JAL - Closure of Challenge Process CAUTION:- Email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. Dear Sir/Ma'am, We thank all participating resolution applicants for their participation in the Challenge Process. With the conclusion of Round 5, the Challenge Mechanism has come to a closure. Please note the 'Highest Value as per Identified Criteria' at the closure of the Challenge Process is INR 12,505.85 crores on an NPV basis. ....
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....of the Resolution Process. Learned Counsel for the Appellant has however submitted that after receipt of the email dated 08.11.2025 from the Appellant, the RP communicated the said email to Members of the CoC, where it has expressed its opinion that Addendum is in violation of the Process Note, which was material irregularity. It is useful to notice email dated 08.11.2025 sent by the RP to all Members of the CoC, after receipt of the email dated 08.11.2025 from the Appellant. The email dated 08.11.2025 sent by the RP to all CoC Members is as follows: "Dear CoC members, Please find attached the email received by the undersigned from Vedanta Limited on November 8, 2025, attaching a file titled 'Addendum to the Resolution Plan dated 14 October 2025' ("Addendum"), the contents of which are self-explanatory. Upon a review of the contents of the Addendum, it appears that the Addendum is in violation of the Process Note dated August 28, 2025 ("Process Note"), including but not limited to Clauses 13.19 and 14.2{xv) of the Process Note. We request your views on the same, at the earliest. Regards, Bhuvan Madan Resolution ....
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....he Adjudicating Authority did not commit any error in rejection IA No.01 of 2026 filed by the Appellant. Question No.(VII) 90. The Adjudicating Authority while allowing IA (Plan) No.11 of 2025 has adverted to all the parameters, which are necessary for approval of the Resolution Plan. The details of the Members of the CoC and their voting, amount admitted and voting shares have been noted. Claims of all stakeholders has also been noticed. The Adjudicating Authority also upheld the eligibility of SRA under Section 29A and has dealt with monetary contents of the Plan. Treatment of the creditors in the Plan has also been noted and approved. The Adjudicating Authority held that Plan is in compliance with Section 30 and 31 of the IBC. In Paragraphs 66 and 67, following was observed by Adjudicating Authority: "66. On hearing the submissions made by the Ld. Counsel for the Resolution Professional and the CoC, and perusing the record, we find that the Resolution Plan of the SRA/Adani has been approved by the CoC with 93.81% voting share. The CoC members as per the provisions of Regulation 39(3), voted after evaluation of all plans as per an Evaluation Matrix as placed before....