The commercial wisdom of the Committee of Creditors in approving a resolution plan is paramount and not subject to judicial review, provided due process and statutory requirements are followed.

Headnote:(A) Insolvency and Bankruptcy Code, 2016 - Sections 30(2), 30(4), 31, 61(3) - Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 - Regulations 36B, 39 - The commercial wisdom of the Committee of Creditors is paramount and not ordinarily amenable to judicial review - The adjudicating authority and the appellate tribunal cannot substitute their assessment for that of the CoC - Judicial review is limited to ensuring statutory compliance and procedural fairness, and whether the CoC has taken into account maximization of value of the assets of the corporate debtor and the interests of all stakeholders - An unsuccessful resolution applicant has no vested right to have its plan approved because it offered the highest net present value - The CoC is under no obligation to approve a resolution plan with the highest NPV or highest score in the evaluation matrix - A modification of a resolution plan submitted after the final plan is not a mere clarification and cannot be unilaterally submitted to improve scoring - An appeal lies only on grounds specified in Section 61(3), including 'material irregularity.' (Paras 11, 12.1-12.4, 13, 14, 72, 75)

(B) Company Appeal - Scope and ambit - The doctrine of commercial wisdom in the IBC embodies a legislative choice that decisions on viability, valuation, and acceptable haircuts are inherently commercial, not judicial - Courts do not substitute their assessment for that of the CoC - The CoC's decision to accept one resolution plan over another cannot be second-guessed by the court. (Paras 11, 12.1, 42)

Facts of the case:
These appeals were filed by the unsuccessful resolution applicant challenging two orders of the NCLT dated 17.03.2026. The first order rejected its application to set aside the CoC's decision to approve the resolution plan of another applicant. The second order approved the resolution plan of that successful resolution applicant. During the CIRP of the corporate debtor, a Challenge Process was conducted where the appellant offered the highest net present value. However, the CoC, after evaluating all plans as per an Evaluation Matrix (which included upfront cash recovery and deferred payment as parameters), approved the plan of another applicant which had a lower overall plan value but a significantly higher upfront payment and a higher total score on the evaluation matrix. The appellant sent an addendum to its final resolution plan after the CoC meeting, seeking to improve its upfront payment and equity infusion scores, which the CoC rejected as impermissible under the process documents. The appellant challenged the CoC's decision to not consider its addendum and its failure to approve its higher-value plan.

Findings of Court:
The NCLAT held that the CoC's decision was within its commercial wisdom. The appellant's addendum was a modification of its final resolution plan, not a clarification, and its rejection by the CoC was valid. The CoC had properly evaluated all plans as per the Evaluation Matrix. The fact that the appellant's plan had a higher overall value and NPV did not obligate the CoC to approve it. The NCLAT found no material irregularity in the conduct of the CIRP by the Resolution Professional and upheld the NCLT's order approving the successful resolution plan.

Issues: The main issues were whether the CoC's decision to not consider the appellant's addendum was invalid; whether the CoC's decision to approve a lower-value plan was arbitrary and perverse, considering the objective of value maximization; whether the CoC abdicated its jurisdiction in favor of its professional advisor; and whether there was a material irregularity in the process.

Ratio Decidendi: The court ruled that the commercial wisdom of the CoC is paramount and cannot be judicially supplanted. The CoC is not bound to approve a plan with the highest NPV or highest score in the evaluation matrix. A plan modification sent after the final plan submission, designed to improve scoring on specific parameters, is impermissible if it violates the process document. The CoC's decision, which is based on a proper evaluation of plans as per a predetermined evaluation matrix and takes into account the interests of all stakeholders, is not open to challenge unless it suffers from a material irregularity. Result : Appeals dismissed.

Table of Content
1. factual background and procedural history of the case. (Para 1 , 2)
2. arguments of the appellant and respondents. (Para 4 , 5 , 6 , 7 , 8 , 9 , 10)
3. court's observations on the impugned order and issues for consideration. (Para 11 , 12 , 13 , 14 , 15 , 16 , 17 , 18 , 19)
4. analysis of the addendum as a modification, not a clarification. (Para 20 , 21 , 22 , 23 , 24 , 25 , 26 , 27 , 28 , 29 , 30 , 31 , 32 , 33 , 34 , 35)
5. coc's rejection of the addendum is valid and not unjust. (Para 36 , 37 , 38 , 39 , 40 , 41 , 42 , 43 , 44 , 45 , 46 , 47 , 48 , 49 , 50 , 51 , 52 , 53 , 54 , 55 , 56 , 58 , 59 , 60)
6. coc's decision is commercial wisdom, not subject to judicial review. (Para 61 , 62 , 63 , 64 , 65 , 66 , 67 , 68 , 69 , 70 , 71 , 72 , 73 , 74 , 75 , 76 , 77 , 78 , 80 , 81 , 82 , 83 , 84 , 85 , 86 , 87 , 88)
7. plan approval upheld; no material irregularity or grounds for interference. (Para 90 , 91 , 92)

NATIONAL COMPANY LAW APPELLATE TRIBUNAL PRINCIPAL BENCH, NEW DELHI Company Appeal (AT) (Insolvency) Nos. 552 & 553 of 2026 (Arising out of Order dated 17.03.2026 passed by the Adjudicating Authority (National Company Law Tribunal), Allahabad Bench, Prayagraj in IA No.01/2026 and IA(Plan) No.11/2025 in CP(IB)No.330/ALD/2018)

IN THE MATTER OF:

Vedanta Ltd. …Appellant Versus Bhuvan Madan Resolution Professional …Respondent of Jaiprakash Associates Ltd. & Ors Present:

For Appellant : Mr. Abhijeet Sinha, Sr. Advocate with Mr. Deep Roy, Mr. Anuj Lakhotiya, Mr. Aridaman Raghav, Ms. Heena Kochar, Mr. Bhavit Baxi, Ms. Shrishti Agnihotri, Mr. Rishi Badraj, Mr. Aridaman Raghav, Ms. Heena Kochar, Mr. Aditya Narayan Sharma, Mr.

Sourabh Goyal, Mr. Abhishek, Advocates.

For Respondents : Dr. Abhishek Manu Singhvi, Sr. Advocate and Mr.

Arun Kathpalia, Sr. Advocate with Mr. Anoop Rawat, Mr. Sagar Dhawan, Mr. Vaijayant Paliwal, Mr. Nikhil Mathur, Mr. Aditya Marwah, Mr. Ahkam Khan, Ms. Rashi Sharma, Ms. Kirti Gupta, Ms. Diksha Gupta, Advocates for R-1.

Mr. Tushar Mehta, Ld. SG and Mr. Niranjan Reddy, Sr. Advocate with Mr. Bishwajit Dubey, Mr. Madhav Kanoriya, Ms. Srideepa Bhattacharyya, Ms. Neha Shivhare, Ms. Rajeshwari Mukherjee, Ms. Anoushka Chauhan, Advocates for R-2.

Mr. Ritin Rai, Sr. Advocate with Mr. Sandeep Singh, Ms. Ruby S. Ahuja, Ms. Seema Sundd, Mr. Abhishek Swaroop, Mr. Avishkar Singhvi, Ms. Ravneet Kaur Malik, Ms. Ritu Raj Srivastava, Ms. Shruti Pandey, Mr. Vedant S. Choudhry, Mr. Anoop Sharma Mr. S. Srivastava, Mr. Prakash Chandra, , Advocates for R-

J U D G M E N T

Ashok Bhushan, J.

These two Appeals have been filed by an unsuccessful Resolution Applicant challenging the two separate orders dated 17.03.2026 passed by National Company Law Tribunal, Allahabad Bench, Prayagraj in IA No.01/2026 filed by the Appellant and order of the same date passed in IA (Plan) No.11/2025. By the order dated 17.03.2026, IA No.01/2026 filed by the Appellant has been rejected and by order of the same date IA (Plan) No.11/2025 filed by the RP of Jaiprakash Associates Ltd. has been allowed and the Resolution Plan submitted by Respondent No.3 – M/s Adani Enterprises Ltd. has been approved. The Appellant aggrieved by the above two orders has come up in these two Appeals.

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

(i) On an application being filed by the ICICI Bank Ltd. under Section 7 being CP(IB)No.330/ALD/2018, the CIRP commenced against the CD namely - Jaiprakash Associates Ltd. (“JAL”) by order dated 03.06.2024. Shri Bhuvan Madan, Respondent No.1 was appointed an Interim Resolution Professional (“IRP”), who was confirmed as Resolution Professional (“RP”) by the Committee of Creditors (“CoC”).

(ii) On 10.01.2025, the RP published Form-G inviting Expression of Interest (“EoI”). In response to the Form-G, EoIs were submitted by Appellant, Respondent No.3 and other Resolution Applicants namely – Dalmia Cement (Bharat) Ltd.; Jindal Power Ltd. and PNC Infratech Ltd., whose names were included in the final list of P