NCLT Dismisses SRA's Plea for Structural Audit, Upholds Finality of Approved Resolution Plan

New Delhi: The National Company Law Tribunal (NCLT), New Delhi Bench, has dismissed an application filed by the successful resolution applicants (SRA) of Shubhkamna Buildtech Pvt. Ltd., holding that it has no jurisdiction under Section 60(5) of the Insolvency and Bankruptcy Code, 2016 (IBC) to issue directions that would effectively modify a resolution plan already approved by it.

The bench, comprising Hon’ble Member (Judicial) Shri Manni Sankariah Shanmuga Sundaram and Hon’ble Member (Technical) Shri Atul Chaturvedi, emphasized that once a resolution plan attains finality under Section 31 of the IBC, it is binding and irrevocable. The Tribunal ruled that the reliefs sought, though framed as protective measures, would substantively alter the approved plan, which is impermissible in law.

Background of the Case

The case pertains to an application filed by Surender Kumar Singhal and Sunil Kumar Agarwal, the SRAs whose resolution plan for Shubhkamna Buildtech was approved by the NCLT on September 12, 2022. The approval of this plan is currently under appeal by the Greater Noida Industrial Development Authority (GNIDA) before the National Company Law Appellate Tribunal (NCLAT).

The applicants sought the NCLT's intervention to conduct a structural audit of the corporate debtor's project, "Shubhkamna City," citing significant structural damage caused by waterlogging from a leaking sewage pipeline. They argued that urgent retrofitting was necessary to preserve the project's viability and ensure the successful implementation of the resolution plan once the pending appeal is resolved.

Arguments of the Successful Resolution Applicants

The SRAs contended that the application was maintainable under the NCLT's residuary powers in Section 60(5) of the IBC. Their key arguments were:

• Preserving Asset Value: The ongoing structural damage jeopardized the project's viability, and if left unaddressed, the repair costs would escalate, threatening the financial feasibility of the approved plan.
• Irrevocability of the Plan: Citing the Supreme Court's judgment in Ebix Singapore Private Limited , the applicants highlighted that they were legally barred from withdrawing or modifying the financial terms of the plan. Therefore, the unforeseen retrofitting costs would constitute an unfair burden.
• Clean-Slate Theory: They argued that allowing such an unforeseen liability to fall upon them would violate the "clean-slate" principle, which is fundamental to the IBC's goal of reviving a corporate debtor.
• Jurisdiction: The relief sought was directly related to the insolvency process and did not usurp the jurisdiction of any other court, as it was aimed solely at facilitating the plan's implementation.

NCLT's Analysis and Ruling

The NCLT, after careful consideration, rejected the applicants' arguments and dismissed the application on the grounds of maintainability. The Tribunal's reasoning was firmly rooted in the principle of finality attached to an approved resolution plan.

> "The reliefs sought by the Applicants, though framed as requests for protective directions and structural audit, would in substance amount to modification of the approved Resolution Plan. This is because any direction for carrying out audit or retrofitting works, and any consequential financial impact thereof, would necessarily alter the cost, timelines, and implementation structure envisaged under the approved Plan."

The bench heavily relied on the Supreme Court's landmark decision in Ebix Singapore Pvt. Ltd. v. Committee of Creditors of Educomp Solutions Ltd. [(2022) 2 SCC 401] , which established that a resolution plan, once approved by the Committee of Creditors and submitted to the Adjudicating Authority, is irrevocable.

The NCLT observed that the SRAs are presumed to have conducted due diligence and analyzed all potential risks before submitting their bid.

> "A Resolution Applicant, after obtaining the financial information of the Corporate Debtor...is assumed to have analyzed the risks in the business of the Corporate Debtor and submitted a considered proposal," the Tribunal noted, quoting the Supreme Court.

Furthermore, the NCLT held that entertaining such an application would amount to "judicial overreach," as the primary approval order is already under scrutiny by the appellate authority (NCLAT). Applying the doctrine of colourable legislation, the bench stated, “what cannot be done directly can also not be done indirectly.”

Final Decision and Implications

The Tribunal concluded that the application was an attempt to revisit and vary the terms of a finalized plan under the guise of implementation, which falls beyond the scope of Section 60(5) of the IBC. Accordingly, I.A. 3991 of 2025 was dismissed as not maintainable.

This order reinforces the critical principle of certainty and finality in the corporate insolvency resolution process, underscoring that once a resolution plan is approved, the doors for its modification are firmly shut, even to address unforeseen post-approval challenges.