Amba Grains Pvt. Ltd. & Ors. Vs Amit Agrawal (NCLAT Delhi)
The National Company Law Appellate Tribunal (NCLAT) upheld approval of the resolution plan for Mastana Foods Private Limited, rejecting challenges concerning post-bidding modifications, creditor treatment, valuation and implementation arrangements.
In Amba Grains Pvt. Ltd. & Others vs. Amit Agrawal, Resolution Professional of Mastana Foods Pvt. Ltd. & Others, and connected appeals, the Tribunal held that an unsuccessful bidder’s unsolicited higher offer did not compel its acceptance.
Justice Mohammad Faiz Alam Khan, Member (Judicial), and Naresh Salecha, Member (Technical), dismissed five appeals through a common judgment dated 12 October 2026, while directing the successful consortium to retain majority shareholding until implementation.
SBI Approves Consortium’s Resolution Plan
Mastana Foods entered the Corporate Insolvency Resolution Process on 18 September 2019, following a Section 7 application by State Bank of India.
SBI constituted the Committee of Creditors (CoC) with 100% voting share. After earlier rounds of bidding and litigation, a fresh invitation for expressions of interest was published in December 2024.
Eight resolution applicants participated in the subsequent process. An online challenge mechanism conducted on 15 April 2025 resulted in the consortium of HR Commercials Private Limited and Crown Steels emerging as the highest bidder at ₹131.91 crore.
The CoC subsequently approved its revised plan and addendum. Competing applicants and suspended directors challenged the approval.
Amba’s Later Higher Offer Disputed
During e-bidding, Amba Grains offered ₹91.91 crore, substantially below the successful consortium’s bid.
After the process concluded, Amba submitted another plan increasing its offer to ₹133.91 crore. It argued that this proposal should have been considered, particularly because the successful applicant was subsequently permitted to modify its plan.
The NCLAT examined the process communications and undertakings. Applicants had agreed to incorporate their final e-bidding amounts in the revised plans, without unilateral deviation.
The CoC had also reserved powers concerning negotiations and the price-discovery process.
Unsolicited Enhancement Creates No Right to Approval
The Tribunal held that the opportunity to submit revised documents after bidding was not an unrestricted opportunity to improve the financial offer.
Amba could not unilaterally substitute a different amount for its final e-bid. Its enhanced proposal and correspondence were nevertheless placed before the CoC, which consciously approved the successful consortium’s plan.
The Tribunal emphasised that the CoC could consider feasibility and other plan features, rather than being bound to accept a proposal solely because it carried a higher figure.
Negotiation with the highest e-bidder was also supported by the process terms.
Rainbow Papers Compliance Changes Permitted
The appellants challenged additional provision for Haryana VAT and excise dues, arguing that the successful plan had initially failed to comply with the principles in State Tax Officer vs. Rainbow Papers Limited.
The Tribunal found that clarification regarding treatment of the tax department’s claim had been sought from all applicants.
Further questions were directed only to applicants whose responses were unclear. The successful consortium consequently provided an additional amount towards the statutory creditor through its addendum.
The NCLAT rejected the allegation that a compliance opportunity had been selectively offered. It found that the plan was compliant when considered for approval.
Amended Regulation 39 Considered
The Tribunal discussed the 26 May 2025 amendment to Regulation 39(2) and the accompanying IBBI clarification concerning presentation of all received plans, including non-compliant plans, with relevant details.
It noted that the amendment was in force when the CoC considered the plans in July 2025.
The reasoning distinguished presentation and evaluation from approval of a legally compliant plan. On the facts, the Tribunal found no error in obtaining clarifications and securing compliance before approval.
The decision therefore did not dispense with statutory requirements for the final resolution plan.
Valuation and RP Continuation Objections Rejected
The appellants alleged undervaluation of land used for industrial purposes.
The Tribunal examined the reports prepared by IBBI-registered valuers, including market rates, location, surrounding land use and adjustments. It found no glaring illegality warranting interference.
It also rejected objections to continuation of the resolution professional following a three-month suspension. The suspension order itself permitted the CoC to decide whether he should continue, and the CoC exercised that liberty given the advanced process.
These findings were based on the particular valuation record and suspension terms.
Majority Shareholding Must Continue Until Implementation
The appellants also questioned the proposed implementation structure.
The Tribunal held that formation of a special purpose company was optional under the relevant RFRP clause, rather than mandatory.
However, because the consortium remained responsible for implementation, it directed HR Commercials and Crown Steels to retain more than 50% shareholding in the corporate debtor until the plan was fully implemented.
Reiterating the limited judicial review available under the IBC, the NCLAT declined to substitute its commercial assessment for that of the CoC. All five appeals were dismissed, with no order as to costs, and pending applications were disposed of.
Cases Discussed
- State Tax Officer v. Rainbow Papers Limited — (2023) 9 SCC 545; Supreme Court. Statutory first-charge treatment of State tax dues in insolvency. The appellants invoked this judgment to challenge the original allocation to the Haryana VAT/excise creditor. The NCLAT examined clarifications requested from all applicants and the successful consortium’s additional provision for the claim, distinguishing compliance-driven amendment from an unsolicited price revision.
- Jindal Power Limited v. Dhiren Shantilal Shah — 2024 SCC OnLine NCLAT 46; NCLAT. Relied upon in arguments over late or unsolicited resolution offers and the limits of a prospective resolution applicant’s entitlement after the prescribed process. The Tribunal considered the binding e-challenge terms and the CoC’s reserved negotiating discretion.
- Ajay Gupta v. Pramod Kumar Sharma — (2022) 6 SCC 86; Supreme Court. Cited by appellants in support of a fair, non-arbitrary and non-discriminatory resolution process. The NCLAT assessed the common bidding rules and the distinction between post-bid financial enhancement and clarifications sought for statutory compliance.
- M.K. Raja Gopalan v. Periasamy Palani Gounder — (2024) 1 SCC 42; Supreme Court. Invoked for the proposition that commercial wisdom does not immunise material statutory irregularities in plan approval. The NCLAT examined the alleged procedural breaches and found no ground for interference on the record.
- Vallal RCK v. Siva Industries and Holdings Limited — (2022) 9 SCC 803; Supreme Court. Discussed in relation to the breadth of CoC commercial wisdom and the limited scope of judicial interference, subject to compliance with the Insolvency and Bankruptcy Code.
- Torrent Power Limited v. Ashish Arjunkumar Rathi & Ors. — Civil Appeal Nos. 11746–11747 of 2024 and connected appeals, decided 27 February 2026; Supreme Court. Cited to support the CoC/RP’s ability to seek clarifications and negotiate within the governing resolution process. The respondents relied on it to distinguish the successful applicant’s compliance clarification from a unilateral revised bid.
- K. Sashidhar v. Indian Overseas Bank — (2019) 12 SCC 150; Supreme Court. A leading authority on the commercial wisdom of the Committee of Creditors and the narrow statutory grounds for reviewing its resolution-plan decisions.
- Pratap Technocrats Private Limited v. Monitoring Committee of Reliance Infratel Limited — (2021) 10 SCC 623; Supreme Court. Relied upon regarding the limited scope of appellate review over CoC-approved resolution plans and the inability of courts to substitute their own assessment of commercial viability.
- Kalyani Transco v. Bhushan Power and Steel Limited — 2025 SCC OnLine SC 1010; Supreme Court. Cited in submissions concerning the framework for approval and challenge of a resolution plan, including the position of aggrieved parties and statutory limits of intervention.
- Ngaitlang Dhar v. Panna Pragati Infrastructure (P) Ltd. — Supreme Court; citation not specified in the source discussion. Relied upon to argue that refusal of additional time to submit an improved resolution proposal does not, by itself, establish material irregularity, and that the CoC’s commercial decision remains subject to limited statutory review.
- Vistra ITCL v. Torrent Investments — Citation not specified in the source discussion. Cited in support of the CoC’s authority, even after a challenge mechanism, to negotiate further with applicants or reconsider the bidding framework as permitted by the governing process.
- Vedanta Ltd. v. Bhuvan Madan, Resolution Professional of Jayaprakash Associates Ltd. — Citation not specified in the source discussion. Invoked against unsolicited modifications submitted after closure of the challenge process and concerning the discretion of the CoC in evaluating proposals.
- Uflex Ltd. v. State of Tamil Nadu — Citation not specified in the source discussion; Supreme Court. Referred to on interpretation of process documents and the limits of a disappointed participant’s challenge to rules accepted during a competitive process.
- Express Resorts and Hotels Limited v. Amit Jain — 2026 SCC OnLine NCLAT 649; NCLAT. Cited by respondents concerning the CoC’s evaluation and negotiation powers in the resolution process.
- Excise and Taxation Officer of the State v. Ashok Kumar Juneja — Civil Appeal Nos. 7514–7515 of 2022; Supreme Court. Earlier litigation involving the corporate debtor’s tax claims. The Supreme Court decision informed the subsequent reopening of the resolution process and compliance questions arising from Rainbow Papers.
- Next Orbit Ventures Fund v. Print House (India) Private Limited — Company Appeal No. 417 of 2020 as cited in the judgment. Relied upon for the proposition that a resolution applicant need not be engaged in the same line of business as the corporate debtor.
