Vasu Buildcon Vs Kashi Viswanathan Sivaraman (NCLAT Delhi)
Summary: The National Company Law Appellate Tribunal (NCLAT), Principal Bench, New Delhi, dismissed Company Appeal (AT) (Ins.) Nos. 1212 and 1225 of 2025 filed respectively by M/s Vasu Buildcon, an erstwhile successful resolution applicant, and Ankit Pathak, suspended director of IVR Prime IT SEZ Pvt. Ltd. Both challenged the NCLT order dated 25 July 2025 in IA No. 6304/2024 permitting publication of a third Form G to invite fresh expressions of interest. The central question was whether, following judicial remand, rejection of a revised resolution plan and failure of a settlement proposal, the Committee of Creditors (CoC) could lawfully restart the invitation process in exercise of its commercial wisdom.
The corporate insolvency resolution process (CIRP) of IVR Prime IT SEZ Pvt. Ltd. commenced on 19 September 2019 on an application by financial creditor Nupur Finvest Pvt. Ltd. Vasu Buildcon submitted a resolution plan which the CoC approved unanimously at its 16th meeting on 31 March 2022. The original plan contemplated a resolution value of approximately ₹41.63 crore, and the Resolution Professional (RP) applied for its approval under Sections 30(6) and 31 of the Insolvency and Bankruptcy Code, 2016 (IBC). However, the Adjudicating Authority had not granted approval under Section 31, so the CoC-approved plan had not acquired the status of a judicially approved resolution plan.
During pendency of that application, the Supreme Court decided Greater Noida Industrial Development Authority v. Prabhjit Singh Soni, 2024 SCC OnLine SC 122, concerning the treatment of the development authority’s claim. By order dated 7 June 2024, the NCLT remitted Vasu Buildcon’s plan to the CoC for reconsideration in light of that decision. Vasu Buildcon submitted an addendum on 19 July 2024 and a revised plan on 24 October 2024. The revised resolution value increased substantially to approximately ₹228.26 crore, including provision for around ₹196.63 crore payable to Greater Noida Industrial Development Authority over 26 months. The materially increased obligations made financial feasibility and implementation capacity central to the CoC’s reconsideration.
Vasu Buildcon argued that the remand was limited to the status and treatment of NOIDA Authority and did not permit the CoC to reopen commercial questions previously settled by its 100% approval. It maintained that it had provided for the authority’s entire lawful dues and furnished financial commitment letters aggregating approximately ₹275 crore from KPM Infrastructure Pvt. Ltd., Vasu Infrastructure Pvt. Ltd. and Pankaj Mittal. It also alleged inadequate notice of the 24th CoC meeting and relied on principles of certainty and finality under the IBC, including Ebix Singapore Pvt. Ltd. v. Committee of Creditors of Educomp Solutions Ltd. It contended that rejection of its revised plan and the consequential third Form G exceeded the scope of remand.
The RP and ICICI Bank disputed that characterisation. According to the respondents, the revised plan represented a major change in the financial commitments, and the CoC was entitled to assess the source of funds, feasibility, viability and ability to implement it. Minutes of the 24th meeting recorded concerns over conditional Canara Bank commitment letters, non-furnishing of a ₹28 crore performance guarantee by the stipulated deadline, absence of updated audited financial statements and net-worth evidence, and insufficient proof of capacity to execute the project. The CoC nevertheless placed the revised plan for voting. Voting concluded on 25 November 2024: 0% voted in favour, 43.30% voted against, and ICICI Bank, holding 56.70%, abstained. The plan therefore failed to obtain the statutory 66% approval under Section 30(4).
The suspended management had meanwhile proposed a settlement and withdrawal of insolvency proceedings under Section 12A, which was considered in the 25th CoC meeting on 4 December 2024. That proposal received 84.86% voting share against it and did not secure the 90% majority required for withdrawal. The same meeting then unanimously approved the publication of a third Form G, with 100% CoC voting share. The RP consequently filed IA No. 6304/2024, which the NCLT allowed on 25 July 2025. The NCLAT noted this sequence: the revised resolution plan failed, the Section 12A settlement also failed, and the creditors then selected a fresh resolution process rather than immediate liquidation.
Ankit Pathak’s connected appeal asserted that assignments of claims by 13 homebuyers to persons allegedly connected with the GYGY/Antriksh/Sloan group had manipulated the homebuyer voting constituency and prejudiced his settlement proposal. He questioned the assignees’ entitlement to vote while recognition of assignments was under consideration and referred to his separate application, IA No. 411/2025, seeking permission to infuse funds and undertake a reverse-insolvency settlement. The RP and ICICI Bank denied irregularity, stating that assignment information had been handled under Regulation 28 of the CIRP Regulations and that collateral disputes about settlement, voter composition and other proceedings could not enlarge an appeal against permission to publish Form G.
The NCLAT held that the 2022 CoC approval did not give Vasu Buildcon an indefeasible right to insist upon judicial approval. Approval under Section 30(4) is distinct from approval by the Adjudicating Authority under Section 31. Because the earlier plan had never received Section 31 approval and was expressly remitted for reconsideration, the CoC could consider the substantially revised proposal’s financial feasibility and viability. The Tribunal found that the revised plan had actually been considered and voted upon, that the necessary majority was absent, and that its rejection had not been independently challenged before the NCLT. The original unanimous approval therefore could not be relied upon to invalidate the later fresh-invitation decision.
Examining Regulation 36A, including Regulation 36A(4A), the Tribunal found no absolute statutory prohibition on issuing another Form G where an earlier plan remained unapproved under Section 31, had been remitted, and its revised form failed the statutory vote. Referring to Ashdan Properties Pvt. Ltd. v. Mamta Binani (RP of Rolta India Ltd.) & Ors., 2024 SCC OnLine NCLAT 1652, it recognised that a fresh invitation may be permissible in appropriate circumstances, without treating that power as unrestricted in every CIRP. It distinguished Ebix Singapore because the present matter did not concern withdrawal of a subsisting CoC-approved plan by a resolution applicant. The CoC’s choice to seek fresh bids, after considering and rejecting the available alternatives, was not arbitrary or contrary to the IBC merely because a different commercial course was suggested.
On the disputed assignments, the Tribunal examined Regulation 28 and noted that the 24th CoC voting concluded on 25 November 2024, while the 25th CoC voting concluded on 22 December 2024. Assignment intimations to the RP occurred between 18 and 27 December 2024, and the NCLT subsequently took the 13 assignments and resultant CoC reconstitution on record on 13 May 2026. The NCLAT held that later recognition could not retrospectively alter the creditors recorded for the earlier votes. It further observed that even treating the disputed 7.85% overall CoC voting share as opposed to a fresh Form G would leave 92.15% support. It rejected the allegation of fraud or material irregularity. Intervention applications by homebuyers associated with the separate insolvency of Unnati Fortune Holdings Ltd. were also held incapable of introducing independent questions about consolidation and development rights into these appeals.
The Tribunal noted that the third Form G was published on 15 August 2025 and that, following the fresh process, the CoC unanimously approved a plan submitted by Sloan Solutions Pvt. Ltd. on 23 March 2026, with a stated value of approximately ₹623.30 crore. The application for judicial approval of that plan under Section 31 remained pending; the NCLAT expressly treated these developments as procedural history rather than the basis of its decision. It concluded that the CoC had followed a sequential statutory process and had legitimately preferred continued resolution efforts over liquidation. Accordingly, it upheld the NCLT order dated 25 July 2025, dismissed both appeals and the intervention applications, closed pending applications and made no order as to costs.
Cases Discussed
- Surender Singh v. IDBI Trusteeship Services Ltd. & Anr. — Citation not stated in source. Cited by intervening homebuyers in support of their right to be heard.
- Gagan Tandon v. IL&FS Financial Services Ltd. & Ors. — NCLAT New Delhi; further identifier not stated in this judgment. Cited by intervenors for project-specific insolvency treatment.
- Express Resorts and Hotels Ltd. v. Amit Jain — NCLAT New Delhi; citation not stated in source. Cited by Vasu Buildcon in relation to limits of judicial remand.
- Mansi Brar Fernandez v. Shubha Sharma & Anr. — 2025 SCC OnLine SC 1972. Cited by intervening homebuyers concerning project-centric real-estate insolvency; not a basis for enlarging the present appeals.
- Exclusive Motors Pvt. Ltd. v. Sapan Mohan Garg — NCLAT; citation not stated in source. Cited by Vasu Buildcon to support a confined scope of reconsideration. Comp. App. (AT) (Ins.) No. 917 of 2025; 24/09/2025 (verified case identifier).
- Greater Noida Industrial Development Authority v. Prabhjit Singh Soni & Anr. — 2024 SCC OnLine SC 122; 2024 INSC 102. Led to remand of the original plan for CoC reconsideration.
- Ashdan Properties Pvt. Ltd. v. Mamta Binani (RP of Rolta India Ltd.) & Ors. — 2024 SCC OnLine NCLAT 1652. Cited in support of a fresh Form G when an additional market process is commercially warranted.
- Ebix Singapore Pvt. Ltd. v. Committee of Creditors of Educomp Solutions Ltd. — (2022) 2 SCC 401; 2021 SCC OnLine SC 707. Cited for certainty and finality of CoC-approved resolution plans; addressed and distinguished in the judgment.
- Saraswati Industrial Syndicate Ltd. v. Commissioner of Income Tax, Haryana, Rohtak — (1999) 3 SCC 141. Relied upon on limits to intervention and the scope of proceedings.
Alternative SEO Titles
Earlier CoC Approval Creates No Absolute Right After Remand: NCLAT New Delhi
Fresh Resolution Bids Permitted After Failed CoC Voting: NCLAT New Delhi
Third Form G Valid After Settlement Proposal Rejected: NCLAT New Delhi
Commercial Wisdom Supports Fresh CIRP Market Process: NCLAT New Delhi
FULL TEXT OF THE NCLAT JUDGMENT/ORDER
