NATIONAL COMPANY LAW APPELLATE TRIBUNAL
ASHOK BHUSHAN, J
Consortium of Wafi Investments Ltd. And Suhail Sameer – Appellant
Versus
Vishal Jain Resolution Professional of Green Soul Ergonomics Pvt. Ltd. – Respondent
Company Appeal (AT) (Insolvency) No. 433 of 2026

Change in consortium composition by adding new member impermissible after CoC's initial resolution plan approval; violates eligibility evaluation, CIRP Regulations; re-approval does not cure defects.

Headnote:(A) Insolvency and Bankruptcy Code, 2016 - Section 30(2)(e) & (f), Section 31 - IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 - Regulations 36(1A)(a), 36B(7), 39(1), 39(1B)(a), 39(1B)(b), 39(3) - Corporate Insolvency Resolution Process - Resolution plan approved by Committee of Creditors (CoC) with 95.44% votes - After approval, Successful Resolution Applicant (consortium of two members) sought to induct third member into consortium via email, CoC approved reconstitution and re-approved plan with third addendum (82.06% votes) - Adjudicating Authority rejected plan holding re-approval after adding new consortium member violated mandatory provisions, RFRP clauses, and procedural timelines (no LoI within 1 day, no PBG within 3 days post-approval); remanded to CoC - Held: Change in consortium composition impermissible after initial plan approval as it alters entity evaluated for eligibility, financial capacity, viability under evaluation matrix; Clause permitting consortium change with CoC approval applies only pre-approval stage; reconstituted consortium not in final list of prospective resolution applicants; re-approved plan contravenes statutory scheme ensuring transparency, predictability - Commercial wisdom of CoC subject to limited judicial review under Section 30(2); procedural violations justify remand - Appeal against remand order dismissed, liberty to participate in fresh process. (Paras 9, 18-27, 41-42)

(B) Resolution Framework Process - Request for Resolution Plans (RFRP) - Consortium changes - Post-approval alterations to consortium (inducting new member, altering shareholding) undermine evaluation based on original members' credentials, obligations; violates intent of regulations restricting consideration to plans from listed applicants within timelines - No indication in RFRP or regulations for post-approval changes; post-approval shareholding changes in Special Purpose Company distinct from pre-implementation consortium reconstitution. (Paras 17, 19-21, 25-27)

(C) Judicial Review - Adjudicating Authority's role limited to verifying compliance with Section 30(2); cannot substitute CoC's commercial wisdom absent violation of mandatory provisions - Remand permissible if plan fails statutory tests. (Paras 22-24)

Facts of the case:
Corporate debtor admitted to CIRP; consortium (two members) in final PRA list submitted plan with two addenda, approved by CoC (95.44%) - Post-approval, sought to add third member (shareholding: 60%-39%-1%), CoC approved reconstitution and re-approved plan (82.06%) - RP filed for approval; Adjudicating Authority remanded plan for non-compliance with law, RFRP violations.

Findings of Court:
Impugned remand order upheld; change in consortium post-initial approval impermissible; fresh process initiated post-order, appellant at liberty to participate.

Issues: Whether consortium can alter composition by adding new member after CoC approves original plan; whether re-approval cures violations of Section 30(2)(e)/(f), CIRP Regulations, RFRP.

Ratio Decidendi: Post-approval change in consortium composition violates IBC framework as it introduces un-evaluated entity, alters plan's feasibility basis; permitted only pre-approval per RFRP Clause 1.7.7(f); re-approval does not validate procedural breaches or substitute listed applicant. (Paras 9, 18-27)

Result: Appeal dismissed.

Table of Content
1. appeal challenges nclt order remanding coc-reapproved resolution plan. (Para 1 , 2)
2. parties argue on consortium change permissibility post-plan approval. (Para 3 , 4 , 5 , 6)
3. core issue: post-approval consortium composition change validity. (Para 7 , 8 , 9 , 10)
4. nclt finds rfrp procedural violations and regulatory non-compliance. (Para 11 , 12)
5. rfrp clauses analyzed; consortium change requires pre-approval. (Para 13 , 14 , 15 , 16 , 17)
6. post-approval consortium change undermines evaluation and feasibility. (Para 18 , 19 , 20 , 21)
7. limited judicial review; plan violates section 30(2)(e). (Para 22 , 23 , 24)
8. re-approval by new consortium contravenes rfrp and regulations. (Para 25 , 26 , 27)
9. precedents prohibit post-approval resolution applicant substitution. (Para 28 , 29 , 30 , 31)
10. distinguished cases; appellant arguments on coc wisdom rejected. (Para 32 , 33 , 34 , 35 , 36 , 37 , 38 , 39 , 40)
11. appeal dismissed; nclt remand order upheld. (Para 41 , 42)

J U D G M E N T

ASHOK BHUSHAN, J.

1.This appeal has been filed by the appellant challenging the order dated 21.01.2026 passed by the adjudicating authority (National Company Law Tribunal, Court V, Mumbai Bench) disposing of the IA (Plan)/6/2025 in C.P. (IB) No.1152(MB)2023. By the impugned order, adjudicating authority observed that resolution plan reapproved by the Committee of Creditors (CoC) on 09.12.2024 is not in compliance with the provisions of law and it need to be remanded back to the CoC for the reconsideration and requisite action. Appellant who was Successful Resolution Applicant (SRA) has filed this appeal, challenging the said order.

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

i. The corporate debtor – Green Soul Ergonomics Pvt. Ltd. was admitted into Corporate Insolvency Resolution Process (CIRP) vide order dated 01.05.2024.

ii. The R-1 was appointed as an Interim Resolution Professional (IRP) who was subsequently confirmed the Resolution Professional (RP).

iii. On 09.06.2024, RP issued ‘Form-G’ inviting Expression of Interest (EoI). Appellant submitted EoI as a consortium consisting of Wafi Investments Ltd. (60% shareholding) and Mr. Suhail Sameer holding 40% shareholding.

iv. Provisional list of Prospective Resolution Applicant (PRA) and final list of PRA was issued in which consortium of Wafi Investments Ltd. and Suhail Sameer was one of the resolution applicants with two others namely IRIS Tech and Retail EZ Pvt. Ltd.

v. Request for Resolution Plan (RFRP) and Information Memorandum was issued to the PRAs. Appellant submitted a resolution plan dated 16.09.2024. Only 2 Resolution Applicants including the appellant and Retail EZ Pvt. Ltd. has submitted the resolution plan.

vi. The 7th CoC Meeting held on 01.10.2024, where reports were submitted by valuers appointed by the Resolution Professional (RP). There being certain objections regarding CIRP cost being deducted from financial creditor’s share, appellant submitted the first Addendum to the plan on 03.10.2024.

vii. On 07.11.2024 appellant submitted second Addendum for changes/addition of clauses in the resolution plan.

viii. 10th CoC Meeting was convened on 11.11.2024, in which the plan submitted by the appellant with first Addendum and second Addendum was approved with 95.44% voting share.

ix. On 25.11.2024, appellant sent an email seeking induction of OTP Venture Funds Scheme I, appellant as an additional consortium member. RP sought clarification on the permissibility of such induction and requested submission of requisite document.

x. Revised Consortium Agreement dated 27.11.2024 was submitted by appellant were between Wafi Investment Ltd. with 60% shareholding and Mr. Suhail Sameer with 1% shareholding and OTP Venture Funds Scheme I with 39% shareholding.

xi. 11th Meeting of the CoC was held on 04.12.2024. The CoC approved the reconstitution of the consortium. Extension in the submission of Performance Bank Guarantee (PBG) was also granted for 3

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