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2026 Supreme(SC) 221

B. V. NAGARATHNA, R. MAHADEVAN
Torrent Power Ltd. – Appellant
Versus
Ashish Arjunkumar Rathi – Respondent


Advocates appeared:
For the Appellant(s) : Mrs. Gauri Rasgotra, Adv. Mr. Manish Kharbanda, Adv. Ms. Charu Mathur, AOR Ms. Priyashree Sharma Ph, Adv. Ms. Ekta Gupta, Adv. Mr. Shivansh Agarwal, Adv. Ms. Neha Maniktala, Adv. Mr. Karan Singh Duggal, Adv. Mr. S. S. Shroff, AOR M/S. D.S.K. Legal, AOR Mr. Samir Malik, Adv. Mr. Shahan Ulla, Adv. Mr. Jash Shah, Adv. Mr. Varun Kalra, Adv. Mr. Pranav Khana, Adv.
For the Respondent(s):Mr. N. Venkatraman, A.S.G. Mr. Gopal Jain, Sr. Adv. Mr. Madhav Kanoria, Adv. Ms. Srideepa Bhattacharyya, Adv. Ms. Srideepa Bhattachharyya, Adv. Ms. Neha Shivhare, Adv. Mr. Vikash Kumar Jha, Adv. M/S. Cyril Amarchand Mangaldas, AOR Mr. Ramakant Rai, Adv. Mr. Somesh Srivastava, Adv. Ms. Drishti Kaushik, Adv. M/s Trilegal Advocates On Record, AOR Mr. Neeraj Kishan Kaul, Sr. Adv. Mr. Mahesh Agarwal, Adv. Mr. Manu Krishnan, Adv. Ms. Pooja Mahajan, Adv. Ms. Geetika Sharma, Adv. Mr. Savar Mahajan, Adv. Ms. Sanjivani Pattjoshi, Adv. Mr. Uday Aditya Jetly, Adv. Mr. Uday Aditya Jetley Pocha, Adv. Mr. Toshiv Goyal, Adv. Mr. Saurabh Bachhawat, Adv. Mr. Varun Tyagi, Adv. Mr. Srivatsava Reddy Beerapall, Adv. Mr. E. C. Agrawala, AOR Mr. Aman Malik , AOR

Judgement Key Points

Based on the provided legal document, here are the key points regarding the judgment:

  • Core Principle of Commercial Wisdom: The Insolvency and Bankruptcy Code (IBC) represents a conscious legislative choice to vest decisive authority in the Committee of Creditors (CoC) regarding viability, valuation, and acceptable haircuts, recognizing these as commercial rather than judicial decisions (!) (!) (!) .
  • Limited Scope of Judicial Interference: Courts do not substitute their assessment for that of the CoC. Judicial review is confined to strict statutory compliance under Sections 30(2) and 61(3), ensuring the process remains efficient, market-responsive, and time-bound (!) (!) (!) .
  • No Material Irregularity by Resolution Professional (RP): Where the RP acts strictly on the instructions of the CoC, such conduct cannot be characterized as a "material irregularity" under Section 61(3)(ii) of the IBC (!) (!) .
  • Analysis of Alleged Modifications (Bank Guarantees): The Supreme Court held that SEML's clarification regarding Bank Guarantees did not modify its offer. The Resolution Plan from inception contemplated the return of the entire margin money (Rs. 180.05 crores) to the Corporate Debtor for payment to secured creditors, regardless of whether specific guarantees were continued or extinguished (!) (!) .
  • Analysis of Alleged Modifications (Upfront Payment): The Court found that SEML did not convert a deferred payment into an upfront one in a way that altered the offer. The Rs. 240 crores figure represented the Net Present Value (NPV) of a deferred payment of Rs. 301.64 crores; the clarification merely confirmed that if the CoC chose the upfront option, it would receive the discounted value (Rs. 240 crores) without further discounting (!) (!) .
  • Concurrent Findings: The Supreme Court affirmed the NCLAT order based on the principle that when concurrent views are taken by two adjudicating authorities (NCLT and NCLAT), interference is not permissible unless the view was in ignorance of mandatory provisions, based on irrelevant considerations, or ex-facie arbitrary (!) (!) .
  • Economic Consequences of Excessive Review: Excessive judicial scrutiny lengthens timelines, increases transaction costs, and erodes the going-concern value of the Corporate Debtor, ultimately harming all stakeholders including the corporate debtor itself (!) (!) (!) .
  • Result: The appeals filed by Torrent Power Ltd., Vantage Point Asset Management Pte. Ltd., and Jindal Power Limited were dismissed, and the impugned judgment of the NCLAT was affirmed (!) (!) .

JUDGMENT :

B.V. NAGARATHNA, J.

Preface:

1. The Insolvency and Bankruptcy Code, 2016 (for short “IBC”) marks a fundamental shift in India’s insolvency regime: from a court-centric model to a creditor-driven process. At its core lies the doctrine of commercial wisdom: a conscious legislative choice to vest decisive authority in the Committee of Creditors (for short “CoC”), comprising financial creditors who bear the economic consequences of failure.

1.1 The IBC recognises that decisions on viability, valuation, and acceptable haircuts are inherently commercial, not judicial. Courts, therefore, do not substitute their assessment for that of the CoC. The adjudicating authority performs a supervisory role, ensuring statutory compliance and procedural fairness but refrains from second-guessing economic bodies, in this case, the CoC.

1.2 The doctrine of commercial wisdom thus embodies both institutional discipline and legislative intent: insolvency resolution must be efficient, market-responsive and guided by those best placed to evaluate commercial risk.

1.3 With this preface, we now proceed to examine the facts and issues arising in the present civil appeals.

Introduction:

2. The unsuccessful r

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