The recent judgments under the Insolvency and Bankruptcy Code, 2016 (IBC) reflect significant judicial clarification on the scope of insolvency proceedings, powers of adjudicating authorities, and protection of stakeholder interests. The Supreme Court upheld joint CIRP against interconnected real estate entities where projects and management were integrated, emphasizing value maximization for allottees. It further ruled that once debt and default are established, NCLT must admit Section 7 applications irrespective of project viability or possible prejudice to homebuyers. In telecom insolvency matters, the Court clarified that spectrum remains a sovereign asset and cannot be treated as property of the corporate debtor. The Court also held that moratorium provisions under IBC do not override proceedings under the Benami Transactions Act, as such actions concern sovereign penal powers rather than debt recovery. Simultaneous CIRP against principal borrowers and guarantors was declared maintainable, while unsuccessful resolution applicants were cautioned against unnecessarily challenging commercial wisdom of CoC. NCLAT also invalidated approval of a resolution plan where the sole CoC member approved its own plan, citing lack of fairness and transparency. Collectively, these rulings reinforce judicial restraint in commercial decisions of CoC while ensuring procedural integrity and statutory compliance under the IBC framework.
Insolvency And Bankruptcy Code (Amendment) Act, 2026
1. Supreme Court
Satinder Singh Bhasin Vs. Col. Gautam Mullick & Ors. [Civil Appeals No. 13628 of 2025 with ors.]
Allottees of office spaces in a real estate project sought initiation of CIRP against M/s Bhasin Infotech and Infrastructure Pvt. Ltd (Developer) and M/s Grand Venezia Commercial Towers Pvt. Limited (marketing entity) (CDs), alleging failure to deliver possession of the allotted units despite payment of consideration. AA admitted the petition and initiated a consolidated CIRP against both CDs. The erstwhile directors challenged the admission order before the NCLAT. During the pendency of the appeals, the NCLAT noted an RP’s status report indicating that significant portions of the building remained incomplete, with several floors existing only as bare structures without basic infrastructure. Consequently, the NCLAT dismissed the appeals and affirmed the initiation of CIRP. Subsequently, the erstwhile directors approached the SC. The issue before the SC was whether the insolvency proceedings could be jointly initiated against two corporate entities involved in the same real estate project. The SC held that both companies were intrinsically connected to the project, sharing common directors and undertaking integrated functions relating to development and sale of units. Accordingly, initiation of joint insolvency proceedings against them was justified to effectively address the claims of the allottees and maximise value.
Takshashila Heights India Pvt. Limited, (CD) undertook development of a residential-cum-commercial project and availed two term loan facilities aggregating Rs. 70 crore from ECL Finance Limited in July 2018. Subsequently, the debt was assigned to Edelweiss Asset Reconstruction Company Limited (FC), which issued recall notices and initiated recovery proceedings under the SARFAESI Act. Later, the parties entered into a One Time Settlement (OTS) under which the CD agreed to repay Rs. 55 crore in instalments. The CD paid the first instalment but defaulted thereafter, leading FC to revoke the OTS arrangement and initiate CIRP under section 7 of the Code. The AA, while rejecting the application, observed that since the project was substantially completed, initiation of CIRP could adversely affect homebuyers and other stakeholders. In appeal filed by the assignee, the NCLAT set aside the AA order and directed admission of the CIRP, holding that once debt and default are established, the application must be admitted. Further, NCLAT rejected an intervention application filed by the resident’s welfare association (RWA) of the CD since it did not fall within the category of financial creditor. Aggrieved, the CD and the RWA filed appeals before the SC. The issues before the Hon’ble SC were as follows: (i) Whether the AA was justified in rejecting a section 7 application despite the existence of debt and default, on the ground that the project was viable and CIRP would adversely affect homebuyers. (ii) Whether a third party such as a RWA has locus standi to intervene in proceedings relating to initiation of CIRP. SC observed that considerations such as project viability, business status as going concern, stage of completion, or perceived prejudice to homebuyers are extraneous and irrelevant at the admission stage. Accordingly, the SC held that once the AA is satisfied that a financial debt exists and a default has occurred, it must admit the application. On the second issue, the SC held that while individual allottees are “financial creditors” under the Explanation to section 5(8)(f), this status does not automatically extend to a RWAs unless it is a creditor in its own right or a statutorily recognized authorized representative. Additionally, SC, while disposing of the civil appeal, directed that (i) the Information Memorandum must disclose comprehensive details of all allottees; (ii) the CoC must record specific written reasons if they find it not viable to approve handover of possession under regulation 4E of CIRP Regulations, 2016; and (iii) any recommendation for liquidation must be accompanied by a reasoned justification by the CoC.
Gloster Limited Vs. Gloster Cables Limited and Ors. [Civil Appeal No. 2996 of 2024]
Gloster Industries Limited (CD) entered into various technical collaboration and licensing agreements with Gloster Cables Limited (GCL) during the year 1995 and 2008. Further, through a Supplemental Trademark Agreement, the CD assigned the trademark “Gloster” to GCL for Rs. 10 lakh. Later, the CD was admitted into CIRP, pursuant to an application filed by a former employee under section 9 of the Code. The resolution plan submitted by Gloster Limited (SRA) was approved by the CoC. During the pendency of the approval by the AA, GCL had filed an application under section 60(5) of the Code before the AA seeking directions that the trademark “Gloster” should not be treated as an asset of the CD and should be excluded from the resolution plan, claiming ownership of the mark based upon the trademark agreement. However, the AA held that the trademark “Gloster” was an asset of the CD, with the consequence that the SRA would be entitled to it upon implementation of the resolution plan. Aggrieved by the finding, GCL preferred an appeal before the NCLAT. In appeal, the NCLAT set aside the AA’s finding and held that the AA could not adjudicate upon the dispute over title of the trademark under section 60(5) of the Code. In appeal, the SC held that while dealing with approval of the resolution plan, the AA could not have proceeded to determine the title to the trademark “Gloster” or declare it as an asset of the CD. Such determination involved questions beyond the limited inquiry permissible under the Code.
State Bank of India Vs. Union of India and Ors. [Civil Appeal No. 1810 of 2021 with ors.]
Telecom companies of the Aircel Group, namely Aircel Limited, Aircel Cellular Limited and Dishnet Wireless Limited (CD), were granted telecom licences by the Department of Telecommunications (DoT) under the service licence agreements. SBI (FC) extended credit facilities to the CD on the strength of a tripartite agreement between the FC, Service Provider and the DoT. Owing to financial distress of the CD, the FC initiated CIRP under the Code, and a resolution plan submitted by UV Asset Reconstruction Company (SRA) was approved by the CoC. Aggrieved by the approval of the resolution plan, the DoT challenged the order before the NCLAT contending that spectrum is a natural resource owned by the State and cannot be dealt with as an asset of the CD under the Code. The NCLAT held that spectrum constitutes an intangible asset of the licensee, which is capable of being dealt with in insolvency proceedings. Moreover, the NCLAT held that the spectrum cannot be utilized without payment of requisite dues, which cannot be wiped off by triggering CIRP under the Code. Further, the dues payable to DoT under the licence agreements fall within the ambit of operational debt under the Code. Aggrieved by the findings of the NCLAT, multiple appeals were filed before the SC by FCs as well as the DoT. The issues before the SC were (i) whether spectrum, allocated to telecom service providers under the licence agreements, can be treated as an asset of the CD under the Code, and (ii) whether insolvency proceedings can affect the ownership, control or transfer of spectrum which is a natural resource held by the State. SC held that the ownership and control of telecom spectrum cannot be determined by the Code, due to the following reasons: – (i) Interpreting section 4 of the Indian Telegraph Act, 1885, the Court held that the Central Government has exclusive privilege to establish, maintain and work telegraphs and may grant licences on such terms and consideration as it thinks fit. Thus, a licence granted under section 4 is contractual in form but emanates from sovereign statutory power and remains subject to constitutional limitations. (ii) Grant of a telecom licence does not transfer ownership of spectrum. It confers only a limited, conditional and revocable right to use spectrum for a defined purpose and duration. The licence remains subject to strict compliance with statutory requirements, licence conditions and public interest considerations. Thus, the insolvency framework cannot be used to rewrite the statutory regime governing natural resources. (iii) On the argument that spectrum is treated as an intangible asset in company balance sheets, the Court noted that accounting recognition under Indian Accounting Standards is based on control over economic benefits and reliable measurement of cost. This recognition, the Court held, does not determine legal ownership of Spectrum. (iv) While rejecting the contention that spectrum usage rights can be treated as a security interest in favour of lenders in view of the Tripartite Agreement, the SC noted that while the agreement facilitates conditional transfer or assignment in the event of default, such transfer remains subject to the licensor’s approval and regulatory control. It emphasised that the licence remains a regulated privilege rather than freely alienable asset. (v) The Court noted that the grant of a telecom licence does not transfer ownership of spectrum. It confers only a limited, conditional and revocable right to use spectrum for a defined purpose and duration. The licence remains subject to strict compliance with statutory requirements, licence conditions and public interest considerations. The Court held that the insolvency framework cannot be used to rewrite the statutory regime governing natural resources. Accordingly, the SC concluded that the resolution professional cannot assume control or custody over spectrum under section 18 of the IBC, as spectrum is neither owned by the corporate debtor nor transferable as property.
S. Rajendran Vs. Deputy Commissioner of Income Tax (Benami Prohibition) and Ors. [Civil Appeal No. 7140 of 2022 with ors.]
A benami transaction came to the light on investigation by the authorities under the Prohibition of Benami Property Transactions Act, 1988, “Benami Act”; which revealed that the promoters of the CD- Padmaadevi Sugars Limited had transferred their 100% shareholding to the beneficial owner, through an intermediary for a consideration of approximately Rs. 450 Crores. Meanwhile, insolvency proceedings were initiated against CD by an order dated 15.102018 of the AA, subsequently resulting in liquidation of CD. In furtherance to the process under the Benami Act, SCN dated 01.11.2019 was issued by the authorities under Benami Act wherein characterizing the CD, as the benamidar and the transaction as a “benami transaction” followed by a provisional attachment order, attaching the immovable properties of the CD. Such attachment was challenged by the liquidator before the AA based on applicability of the moratorium. AA rejected such application stating that the remedy lies exclusively before the competent forum constituted under the Benami Act. An appeal was preferred before the NCLAT, followed by another appeal before SC challenging order of NCLAT wherein it refused to interfere with appeal challenging the provisional attachment orders. Similar, line of facts follows in the matter of the Senthil Papers and Board Private Limited against which CIRP commenced on 14.11.2017 and order of liquidation was passed on 14.02.2019. Issues for consideration before SC in both the appeals were whether the legality and validity of an order of attachment under Benami Act can be challenged before the statutory tribunals under IBC and whether the two enactments can be harmoniously construed and if not, which statutory regime must prevail in the limited sphere of conflict. SC observed that (i) the residuary jurisdiction conferred upon the AA under section 60(5) of the Code is not all pervasive. While it empowers AA to decide questions of law or fact “arising out of or in relation to” the insolvency resolution, this jurisdiction does not extend to reviewing administrative or quasi-judicial orders passed under independent public law statutes. (ii) IBC does not provide an indirect route to challenge sovereign acts validly undertaken under a penal statute. (iii) moratorium is intended to protect the CD from “creditor actions” aimed at debt recovery, not to shield “tainted assets” from sovereign actions against crime. (iv) the provision of section 32A of IBC does not validate defective title nor retrospectively convert benami property into assets of the CD. (v) where the subject matter of the dispute pertains to the exercise of sovereign statutory power, particularly in relation to determination of legality of title, attachment or confiscation and vesting thereof, the adjudicatory fora under the IBC must necessarily yield to the specialised mechanism created by such statute. The attachment and eventual confiscation of property thereunder operate in rem and culminate in vesting of the property in the Central Government free from encumbrances. Such consequences are penal and deterrent, rooted in statutory illegality, and are enforced through a distinct adjudicatory hierarchy whose jurisdiction is expressly insulated from ordinary civil fora.
ICICI Bank Limited Vs. Era Infrastructure (India) Limited [Civil Appeal No. 6094 of 2019 with ors.]
ICICI Bank extended credit facilities to group/related companies of Era Infra Engineering Private Limited (guarantor) i.e. ERA Infrastructure (India) Limited (CD), Hyderabad Ring Road Project Private Limited, Apex Buildsys Limited, Dehradun Highway Projects Limited and Gwalior Bypass Project Limited. On default incurred by the CD, ICICI bank initiated the IRP against the guarantor, and its claim was admitted by the RP. Meanwhile, the bank initiated separate CIRP against the CD under section 7 of the Code, which was dismissed by the AA on the ground that the same debt had already formed the basis of an admitted claim in the IRP of the guarantor. In appeal, the NCLAT upheld the order of the AA, in lieu of the ratio of SC judgment in Vishnu Kumar Agarwal v. Piramal Enterprises Limited. In appeal before the SC, the issues were as follows (i) Whether simultaneous proceedings for CIRP against the principal debtor and as its corporate guarantor, or vice versa, are maintainable? (ii) Whether the doctrine of election applies upon the creditor, to elect between proceedings against the principal debtor and the guarantor? (iii) Whether simultaneous proceedings may lead to unjust enrichment or double recovery by the creditor? (iv) Whether guidelines or modalities should be laid down by the SC to regulate simultaneous proceedings against group/related entities? The SC held that simultaneous or separate CIRP proceedings against both the principal debtor and the corporate guarantor are maintainable under the Code, as there is no statutory bar or requirement for election of remedies. Moreover, the SC held that the doctrine of election does not apply under the Code, and sufficient safeguards exist under regulation 12A and regulation 14 of the CIRP Regulations, 2016 which require creditors and resolution professionals to update claims as and when satisfied from any source. The SC declined to lay down further guidelines, leaving such matters to the wisdom of the legislature and IBBI. Thus, the impugned orders barring simultaneous proceedings were set aside, and appeals seeking to prohibit such proceedings were dismissed.
Torrent Power Limited Vs. Ashish Arjunkumar Rathi & ors. [Civil Appeal No. 11746-11747/2024]
SKS Power Generation (Chhattisgarh) Limited (CD) underwent CIRP initiated by Bank of Baroda (FC). SEML (SRA) and six other applicants submitted their Resolution Plans. The CoC approved SEML’s resolution plan with 100% vote after due negotiations. AA initially remitted the plan for reconsideration by CoC and thereafter approved SEML’s plan. In the appeal filed by the PRAs, the NCLAT rejected the appeal and upheld the resolution plan of the SRA. On further appeal before the SC, the PRA contended that the SRA allegedly enhanced his plan by increasing the amount of bank guarantee and converted deferred payment of Rs.240 crores to upfront payment for the implementation of the resolution plan. The issues before the SC were as follows: – (i) whether the clarifications furnished by SRA pursuant to queries raised by the RP in relation to the treatment and replacement of BGs and the option of upfront payment, resulted in any enhancement or modification of the resolution plan? (ii) whether the resolution plan, having been approved by the AA and implemented as on date, requires interference by SC? The SC while disposing of the appeal observed that there is a growing trend of unsuccessful resolution applicants challenging almost every commercial decision of the CoC under the guise of procedural impropriety and turning the insolvency process into a protracted adversarial contest. Further, the SC noted that the CoC identified ambiguities and directed the RP to seek clarifications from all resolution applicants. Moreover, the RP did not take any independent or unilateral decision but communicated the CoC’s queries and placed all responses before it. Accordingly, the SC concluded that such conduct is not material irregularity under Section 61(3) of the Code. Since the resolution plan has already been implemented, the SC affirmed the approval of the resolution plan and dismissed the impugned appeal.
West Bengal Power Development Corporation Ltd (WBPDCL) floated a tender for installation of grid-connected rooftop solar power plants, and Ujaas Energy Limited (CD) was awarded the work vide Letter of Award dated 12.05.2017. On 17.09.2020, the CD was admitted into CIRP under section 9 of the Code. Due to certain disputes relating to performance of the contract, the CD invoked the arbitration clause vide a notice dated 31st December 2021. A statement of claim was filed by CD, while WBPDCL filed a statement of defence/ counterclaim against the CD before the Arbitral Tribunal. However, the claim raised in the counterclaim was never pursued by WBPDCL during the CIRP of the CD. The CD approached the Arbitral Tribunal under section 16 of the Arbitration & Conciliation Act, 1996 (A & C), claiming that the jurisdiction of the tribunal is ousted by virtue of moratorium under section 14 of the Code. Meanwhile, the AA had approved the resolution plan for the CD vide order dated 13.10.2023. Thereafter, CD filed an application under section 31(6) of the A&C Act seeking dismissal of the counterclaim, on the ground that claims not part of the resolution plan stood extinguished. The tribunal dismissed the counterclaim of WBPDCL vide an interim arbitral award. WBPDCL appealed before a single judge-bench of the Calcutta High Court, which dismissed the appeal. However, on appeal, the division bench of the HC allowed the appeal and directed the tribunal to resume the arbitral proceedings. Aggrieved with the order, the CD approached the SC. The issue before the SC was whether WBPDCL shall be allowed to raise the issue of counterclaim before the tribunal, when the same has not been raised during the CIRP of the CD? The SC noted that payments or settlements for any claims, including counterclaims in pending arbitration proceedings, stood extinguished upon its approval. However, the SC held that resolution plan does not bar a plea of set-off as a defence in pending arbitral proceedings, solely to the extent necessary to defend against the CD’s claim, without entitlement to any affirmative relief or recovery
2. High Court
Roseland Buildtech Pvt. Limited Vs. Vihaan 43 Reality Pvt. Limited and ors. [C.S. (COMM.) 812/2025]
FC extended a credit facility of Rs. 80 crore to Roseland Buildtech Pvt. Limited (CD) under a loan agreement. Subsequently, the FC assigned the said loan in favour of another entity under a Business Transfer Agreement (BTA). After the assignment, the assignee claimed default in repayment of the loan and filed a petition under section 7 of the Code. The CD disputed the existence of any outstanding debt and contended that the loan liability had already been discharged through various payments. It further alleged that the BTA and related documents relied upon by the FC were fraudulent and forged. On this basis, the CD instituted a civil suit before the Delhi High Court seeking declarations that the loan stood fully discharged, the BTA was unenforceable, and the documents relied upon by the creditor were not binding upon it. The FC filed an application under Order VII Rule 11 of the Code of Civil Procedure, 1908, seeking rejection of the plaint on the ground that the issues raised in the suit related to the existence of debt and validity of documents, which fall within the exclusive jurisdiction of the AA under the IBC. The Delhi High Court observed that the issues were as follows: (i) whether the FC held a valid debt against the CD and (ii) whether the BTA relied upon to prove such debt was genuine. Accordingly, the HC held that the AA has powers to adjudicate upon issues concerning fraud, forgery, collusion and the validity of the documents based on which debt is sought to be proven by a given financial creditor under sections 65, 75, 60(5)(c) of IBC read with NCLT Rules, 2016. Thus, the HC concluded that the AA is empowered to delve into seriously disputed questions of fact, and examine, record, and evaluate evidence in the form and manner as it considers necessary.
3. National Company Law Appellate Tribunal
Pragiti Construction Vs. CoC of Rancom Healthcare Pvt. Limited & ors. [CA(AT) (Ins.) No. 2330 & 2331 of 2024]
The CIRP of Rancom Healthcare Pvt. Limited (CD) commenced on an application filed under section 9 of the Code, by M/s Mahavir Medicare (OC). In the invitation of EoI process, the RP declared M/s Pragiti Construction (PRA) and OC were declared eligible PRA. The PRA, though eligible, could not submit its resolution plan within the original or extended timelines citing non-availability of requisite information from the RP. The PRA sought permission to submit its resolution plan beyond the stipulated deadline; however, the CoC rejected the request. Aggrieved thereby rejection, the PRA approached the AA, which directed the RP to convene a meeting of the CoC for consideration and decision on the resolution plan submitted by the PRA. The CoC, consisting solely of OC with 100% voting rights, rejected the plan citing expiry of the CIRP period. The PRA approached the AA on the ground that no cogent reasons were provided by the CoC while rejecting the plan. However, the AA rejected the contentions of the PRA and approved the resolution plan of the OC. In appeal, the issues before the NCLAT were as follows (i) whether a resolution applicant who is also an OC of the CD and sole member of the CoC, can approve its own resolution plan? (ii) whether such a CoC, consisting of only one member who is also a resolution applicant and directly interested in the outcome, can fairly, objectively, and independently assess the feasibility and viability of competing resolution plans, particularly when comparative evaluation and discretion are required? The NCLAT held that a resolution applicant who is not a FC cannot vote on and approve its own resolution plan, declaring such approval void ab initio as it violates section 30(5) of the IBC. The NCLAT found that there were no proper comparative evaluations of the two plans and no structured assessment of their feasibility and viability. Moreover, the PRA was not invited to the meeting where its plan was discussed and rejected. Thus, the NCLAT while allowing the appeal and setting aside the approved resolution plan held that where only member of the CoC was also the competing resolution applicant and beneficiary, such a process could not be said to be fair, transparent, or impartial.
IDFC First Bank Limited Vs. Seikh Abdul Salam, Resolution Professional of Jai Gokul Towers Pvt. Ltd and Ors. [CA (AT) (Ins.) No. 848 of 2024 & I.A. No. 7183 of 2024]
IDFC First Bank Limited (FC) sanctioned a term loan of Rs. 25 crores to a company, with Jai Gokul Towers Pvt. Limited (CD) as one of the guarantors. An immovable property was mortgaged as security for the loan, wherein the CD held 1/6th share. Later, the FC obtained a consent decree from the Bombay High Court for recovery of dues, and the execution proceedings were transferred to DRT Mumbai for issuing a Recovery Certificate to the FC, pursuant to which a sale proclamation was issued. In the auction conducted by the Recovery Officer, Quest Queen Vista LLP was declared the successful auction purchaser. However, the issuance of the sale certificate was kept in abeyance due to an interim stay order of the Calcutta High Court. Meanwhile, the CD was admitted into CIRP by the AA vide order dated 01.01.2024, and moratorium under Section 14 of the Code was imposed. By virtue of the proceedings under the Code, the Calcutta High Court recalled its interim order. Accordingly, the Recovery Officer issued the sale certificate and handed over the possession to the auction purchaser. However, the RP filed an application before AA seeking declaration that the sale was void since the sale certificate was issued during the moratorium, which was approved by the AA and the auction purchaser was directed to restore the possession of the property to the RP. Aggrieved with the order, the FC and auction purchaser filed an appeal before the NCLAT. The issues before the NCLAT were as follows: (i) Whether the confirmation of sale of the CD’s property by the Recovery Officer, prior to commencement of CIRP, which resulted in the sale becoming absolute and title vesting in the auction purchaser, is valid, notwithstanding the subsequent issuance of the sale certificate after the commencement of CIRP. (ii) Whether the AA was correct in declaring the sale as void and directing restoration of possession to the RP on the ground that the sale certificate was issued after commencement of CIRP? The NCLAT observed that the AA failed to consider the effect of confirmation of sale, which was prior to CIRP commencement, and the effect of the subsequent issue of sale certificate. Thus, the NCLAT concluded that where confirmation of sale of the CD’s property by the Recovery Officer under the Second Schedule of the Income Tax Act, 1961 was made prior to the commencement of the CIRP, the sale became absolute on the date of confirmation, and the subsequent issuance of the sale certificate is merely ministerial and does not affect the vesting of title.
Minita D Raja Vs. The Cosmos Co-Op Bank Limited [I.A. No. 6569 of 2023 in CA (AT) (Ins) No. 1799 of 2024]
The CIRP of the CD (Crystal Clear Veg Oil Refinery Pvt. Ltd) was commenced in April 2018, and Minita D Raja was appointed as the RP. Only one resolution plan was received, which was rejected by the CoC. Later, the CoC resolved to withdraw the CIRP under section 12A of the Code. An application under section 12A was filed in April 2019 but was initially rejected by the AA in January 2021. In appeal, the NCLAT remanded the matter back to AA for reconsideration of the withdrawal application on merits. The withdrawal application was finally allowed by the AA in January 2024. The CoC had initially fixed the RP’s fee at Rs. 2,50,000/- per month, which was subsequently reduced by the AA to Rs. 50,000/ – per month for July 2020 to March 2023. The RP sought payment of fees for April 2023 to January 2024 at the rate fixed by the AA, but the CoC contended that the RP did not perform any work during that period. The AA further reduced the RP’s fee to Rs. 10,000/- per month for the disputed period. Aggrieved with the order, the RP appealed under section 61 of the Code against the impugned order. The issues before the NCLAT were as follows: (i) Whether, after filing of an application under section 12A of the Code r/w regulation 30A of the CIRP Regulations, the RP was entitled to be compensated for performing her duties as a RP till the same was allowed by the AA. (ii) Whether the AA could, on its own, fix the fee of the RP without any recommendations of the CoC? The NCLAT held that RP is entitled to fees up to the date of approval of withdrawal of the CIRP, by virtue of regulation 30A(7) of the CIRP Regulations, 2016, which enshrines that payment of expenses are payable up to date of approval order being passed by the AA, which includes expenses incurred on or by the RP. Moreover, the NCLAT held that the AA is empowered to fix the fees of the RP only
to limited extent if the applicant (for initiation of CIRP) does not propose the amount for such remuneration. In view of regulation 34 of the CIRP Regulations, 2016, the CoC has exclusive jurisdiction to fix the fees, and in absence of its recommendation, the AA is not correct in fixing the fees of the RP. Thus, the NCLAT concluded that the RP is duty bound to continue looking after the affairs of the CD, after filing withdrawal application, till it is handed over to the management of the CD.
BSE Limited Vs. Avil Menezes & Ors. [CA (AT) (Ins) No. 1862 of 2024 & 1786 of 2025]
The demat accounts of Future Corporate Resources Pvt. Limited and Liz Traders and Agents Pvt. Limited (CDs) were frozen by Bombay Stock Exchange (BSE) due to non-payment of annual listing fees (ALF) as required under the listing agreement and relevant circular issued by the BSE. For Future Corporate Resources Pvt. Limited, CIRP was initiated on 24.09.2024, and the IRP requested de-freezing of the demat account, which was refused by BSE unless ALF dues were paid. For Liz Traders and Agents Pvt. Limited, CIRP was initiated on 25.02.2022, which was directed into liquidation. The liquidator discovered that the demat account was frozen and sought its de-freezing to sell shares and distribute proceeds. However, the liquidator was met with refusal by the BSE and NSE, on the grounds of non-compliance with relevant provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Aggrieved with the refusal, the CDs approached the AA, which directed de-freeze of the demat accounts. In appeal, the issues before the NCLAT were as follows: (i) Whether the AA has jurisdiction under section 60(5) of the Code to direct de-freezing of demat accounts of CDs frozen by stock exchanges for non-payment of annual listing fees, where such freezing was done prior to initiation of CIRP/liquidation. (ii) Whether section 238 of the Code can override the framework governing stock exchanges, to the extent of de-freezing demat accounts for the benefit of the insolvency resolution or liquidation process. (iii) Whether the moratorium under section 14 of the Code applies to actions taken by stock exchanges for failure in complying with their rules/regulations. (iv) Whether the crystallization of ALF and the absence of pending proceedings under the securities law bring the matter within the exclusive domain of the AA? The NCLAT held that where the ALF required to be paid by CD has been finalised/crystallized, and no further proceedings are pending before any fora under the securities law, and only the recovery of the fee is left, the matter will fall squarely within the parameters the Code. Moreover, the NCLAT held that the AA, by virtue of section 60(5) and section 238 of the IBC, would have jurisdiction to adjudicate upon such issues in accordance with the Code.
4. National Company Law Tribunal
Bhuvan Madan, RP of Jaiprakash Associates Limited Vs. CoC, Jaiprakash Associates Limited [IA (PLAN) NO.11/2025 in CP (IB) NO.330/ALD/2018]
The CIRP of JAL was initiated, vide order dated 03.06.2024, by the AA. The resolution plan submitted by Adani Enterprises Limited was approved by the CoC in its 23rd meeting with a voting share of 93.81%. The approved resolution plan provides for implementation through Adani group entities or special purpose with a resolution amount of about Rs. 14543 crores. The core issue initiated after the issuance of the Request for Resolution Plan (RFRP) on 04.04.2025 and adoption of a challenge process on 28.08.2025 to enhance competitive bidding among resolution applicants. During the challenge process, Vedanta Limited emerged as the highest bidder (H1) on 05.09.2025 with a net present value (NPV) of Rs. 12,505.85 crore and subsequently submitted its final resolution plan on 14.10.2025. However, after the conclusion of the process, Vedanta submitted an addendum on 08.11.2025 seeking to enhance its upfront payment and equity infusion without altering the NPV. The RP placed the addendum before the CoC, which, in its commercial wisdom, rejected the same on the ground that it violated the terms of the RFRP and the Process Note, which expressly prohibited any modification to financial proposals after closure of the challenge process. For evaluating the resolution plans, the CoC applied an evaluation matrix comprising quantitative and qualitative parameters. On aggregate scoring, Adani achieved the highest score of 89.76, whereas Vedanta scored 75.60 out of 100. Although Vedanta’s plan reflected a higher NPV and gross value spread over a longer period of five years, Adani’s plan was preferred due to its significantly higher upfront cash payment and a shorter payout timeline of two years, thereby ensuring quicker value realization. The CoC placed balanced emphasis on value maximization and timely realization, as the core objectives to achieve under the Code. Vedanta Limited (Unsuccessful Resolution Applicant) challenged the decision by filing an interim application before the AA, contending that its plan offered superior value and that the evaluation process was arbitrary, particularly with respect to subjective qualitative parameters and undue weightage to upfront payment. It was further argued that the rejection of the addendum was unjustified as it merely restructured the payment terms to the benefit of creditors. However, the AA, vide its order dated 18.03.2026, upheld the actions of the CoC. While holding that the application was maintainable, the AA ruled that the rejection of the addendum was valid as it contravened the provisions of the RFRP, Process Note, and regulation 39(1A) of the CIRP Regulations. It further held that the evaluation matrix and the methodology adopted by the CoC were within the framework of the law and that the commercial wisdom of the CoC in approving the Adani plan could not be interfered with, except on limited grounds of statutory noncompliance. AA held that judicial review in such matters is confined to ensuring compliance with section 30(2) of the Code and does not extend to re-evaluating the commercial decisions of the CoC. It was observed that the CoC had acted within its domain in prioritizing a plan that ensured faster realization and higher upfront payment, thereby maintaining a balance between value maximization and value realization. Thus, the AA upheld the resolution plan submitted by Adani Enterprises Limited.
Source : IBBI Newletter for January to March 2026
