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2026 Supreme(Online)(NCLAT) 462

NATIONAL COMPANY LAW APPELLATE TRIBUNAL
ASHOK BHUSHAN, J
S.M. Kamal Pasha – Appellant
Versus
S. Rajendran Resolution Professional of TD Toll Road Pvt. Ltd. – Respondent
Company Appeal (AT) (Insolvency) No. 211 of 2026

Advocates:
For the Appellants/Petitioners:Mr. Abhijeet Sinha, Sr. Advocate with Mr. Chirag Kamdar, Mr. Bhanu Chopra, Mr. Deepak Deshmukh, Ms. Heena Kochar, Mr. Mohd. Shahyan Khan, Mr. Ashwin Hirulkar, Mr. Devashish Tiwari
For the Respondents:Mr. Arvindh Pandian, Sr. Advocate with Yajura Devi R.V., Mr. Anant Pavgi for R-1/RP, Mr. Vijay Narayan, Sr. Advocate with Mr. T. Ravichandran for R-2 to R-7, Mr. Rohit Gupta, Mr. Aditya Panda, Mr. Agoni Som for R-8

CoC-approved resolution plan, once submitted to Adjudicating Authority, is binding on CoC and SRA; CoC cannot authorise withdrawal or take affecting decisions per Regulation 18(2) CIRP Regulations.

Headnote:(A) Insolvency and Bankruptcy Code, 2016 - Sections 30(4), 31(1); IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 - Regulation 18(2) - Resolution plan unanimously approved by Committee of Creditors (CoC) on 07.05.2021 and application for approval filed before Adjudicating Authority on 29.06.2021 - Thereafter, CoC cannot convene meetings or take decisions affecting the submitted resolution plan - Explanation to Regulation 18(2) clarifies that CoC meetings may be held till plan approval under Section 31(1) but only to decide matters which do not affect the submitted plan - Once plan submitted to Adjudicating Authority, it becomes binding inter se CoC and Successful Resolution Applicant (SRA) - Neither RP nor CoC authorised to seek withdrawal of approval application - Adjudicating Authority erred in permitting oral withdrawal request by RP authorised by CoC, distinguishing Supreme Court judgments as inapplicable absent any breach by SRA - Plan approval application revived for consideration on merits; other pending applications to be examined in accordance with law. (Paras 19-24, 30-32)

(B) Supreme Court judgments - Binding nature of CoC-approved resolution plan prior to Adjudicating Authority approval - Plan produces binding effects under IBC framework, preventing CoC or SRA from reneging post-approval and submission - Not a typical contract but statutory arrangement binding on non-consenting parties via voting mechanism. (Paras 19-20)

Facts of the case:
Corporate debtor admitted to Corporate Insolvency Resolution Process on 25.11.2019 - Resolution plan submitted by SRA, unanimously approved by CoC on 07.05.2021 with Letter of Intent issued and Performance Bank Guarantee furnished - RP filed approval application on 29.06.2021 - Proceedings stayed by Supreme Court interim order till dismissal on 09.12.2024 directing parties to raise pleas before Adjudicating Authority - Corporate debtor generated cash surplus running as going concern - CoC held meetings post-submission deciding to withdraw approval application due to changed circumstances and value maximisation - Adjudicating Authority permitted withdrawal on RP's oral request authorised by CoC representing 74-100% voting share, holding plan no longer feasible after 4+ years.

Findings of Court:
CoC lacked jurisdiction to authorise withdrawal as decisions affected submitted plan, violating Regulation 18(2) - No breach by SRA warranting withdrawal - Delay attributable to litigation by suspended directors, not impacting binding nature - Supreme Court dismissal removed embargo on merits consideration.

Issues: Whether CoC/RP can seek withdrawal of approval application for unanimously approved resolution plan pending over 4 years; effect of Regulation 18(2) and binding nature post-CoC approval and submission; viability consideration post-stay and cash accumulation.

Ratio Decidendi: CoC-approved and submitted resolution plan binding on CoC and SRA; post-submission, CoC prohibited from decisions affecting plan under Regulation 18(2) - Withdrawal impermissible absent SRA breach; Adjudicating Authority must examine on merits, not permit withdrawal on CoC mandate.

Result: Appeal allowed; impugned order set aside; approval application revived; liberty to consider other applications.

Table of Content
1. appeal challenges nclt withdrawal of resolution plan application. (Para 1 , 2)
2. parties argue on coc authority to withdraw approved plan. (Para 3 , 4 , 5 , 6 , 7 , 8)
3. undisputed facts confirm coc approval and supreme court stay. (Para 9 , 10 , 11 , 12 , 13)
4. coc meetings discuss but lack authority for withdrawal. (Para 14 , 15 , 16 , 17 , 18)
5. coc-approved plan binding; regulation 18(2) prohibits affecting it. (Para 19 , 20 , 21 , 22)
6. precedent supports no coc jurisdiction post-submission. (Para 23 , 24)
7. distinguishes cases; no sra breach here. (Para 25 , 26 , 27 , 28)
8. nclt must examine all applications on merits. (Para 29 , 30 , 31)
9. sets aside withdrawal; revives ia 1505/2021. (Para 32 , 33)

J U D G M E N T

ASHOK BHUSHAN, J.

This appeal by a Successful Resolution Applicant (SRA) has been filed challenging the order dated 08.12.2025 passed by the adjudicating authority (National Company Law Tribunal, Court V, Mumbai Bench), by which order adjudicating authority permitted the Resolution Professional (RP) to withdraw I.A. 1505/2021 filed by the RP for approval of the resolution plan of the appellant. Appellant aggrieved by the impugned order has come up in this appeal.

2. Brief facts of the case necessary to be noticed for deciding the appeal are:

i. The corporate debtor TD Toll Road Private Limited was admitted into Corporate Insolvency Resolution Process (CIRP) vide order dated 25.11.2019. The corporate debtor was implementing National Highway Authority of India (NHAI) Project in NH – 45 from Trichy to Dindigul for four laning.

ii. The RP after collating the claims published an advertisement in ‘Form-G’ to invite Expression of Interest (EOI) on 03.07.2020.

iii. The Request for Resolution Plan (RFRP) was issued by the RP on 11.01.2021 in response to which the resolution plan was submitted by the appellant. The Committee of Creditors (CoC) consisting R-2 to R-7 unanimously approved the resolution plan of the appellant on 07.05.2021. Appellant submitted a Performance Bank Guarantee (PBG) of Rs. 8,62,75,000/-.

iv. On 29.06.2021, RP filed I.A.1505/2021 before the NCLT Mumbai seeking approval of the appellant’s resolution plan. The order of admission of the corporate debtor in CIRP was challenged by the suspended director of the corporate debtor in this Tribunal and thereafter before the Hon’ble Supreme Court being Civil Appeal No.4799/2021 in the matter of ‘Sameer Singh’ Vs. ‘Bank of India & Ors’. Hon’ble Supreme Court by interim order dated 03.0.1.2022 stayed the further proceeding in CIRP.

v. R–8 the holding company of the corporate debtor had submitted One Time Settlement OTS proposal on 18.05.2023 to the CoC. Hon’ble Supreme Court modified the interim order permitting the CoC to convene Meetings. CoC appropriated Rs. 106 crore from fixed deposit of the corporate debtor towards OTS proposal.

vi. On 09.12.2024 Hon’ble Supreme Court dismissed the Civil Appeal filed by the suspended director of the corporate debtor. Hon’ble Supreme Court in its order dated 09.12.2024 has also noticed that resolution plan submitted by appellant was approved and Letter of Intent (LoI) 10.05.2021 was also issued to the appellant.

vii. Hon’ble Supreme Court further directed the Members of the CoC to forthwith refund the money appropriated from fixed deposits of corporate debtor. Hon’ble Supreme Court while dismissing the appeal gave liberty to the parties including the appellant to raise all pleas and contentions before the NCLT who will examine the same in accordance with law.

viii. After order of the Hon’ble Supreme Court R-8 filed I.A.1679/2025. Appellant has also filed an I.A. 4423/2025 praying for direction to restrain the CoC from entertaining/approving of any OTS proposal in relation to the corporate debtor.

ix. 22nd Meeting of the CoC was held on 04.11.2025, where discussion was made with regard to withdrawal of the resolution plan already approved in May 2021. RP informed the CoC that as per Regulation 18 of the IBBI (Insolv

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2026 Supreme(Online)(NCLAT) 462

NATIONAL COMPANY LAW APPELLATE TRIBUNALASHOK BHUSHAN, JS.M. Kamal Pasha – AppellantVersusS. Rajendran Resolution Professional of TD Toll Road Pvt. Ltd. – RespondentCompany Appeal (AT) (Insolvency) No. 211 of 2026

CoC-approved resolution plan, once submitted to Adjudicating Authority, is binding on CoC and SRA; CoC cannot authorise withdrawal or take affecting decisions per Regulation 18(2) CIRP Regulations.

Cases Referred (1)

NATIONAL COMPANY LAW APPELLATE TRIBUNAL
ASHOK BHUSHAN, J
S.M. Kamal Pasha – Appellant
Versus
S. Rajendran Resolution Professional of TD Toll Road Pvt. Ltd. – Respondent
Company Appeal (AT) (Insolvency) No. 211 of 2026