2026 Supreme(Online)(NCLT) 950

NATIONAL COMPANY LAW TRIBUNAL
Praveen Gupta, Judicial Member, Ashish Verma, Technical Member
VEDANTA LIMITED – Appellant
Versus
MR. BHUVAN MADAN (RESOLUTION PROFESSIONAL) – Respondent
An application under Section 60(5) of the Insolvency and Bankruptcy Code, 2016 R/w Rule 11 of NCLT Rules, 2016|IA No.01/2026

Unsuccessful resolution applicant's challenge to CoC-approved plan fails absent Section 30(2) violation; commercial wisdom paramount, evaluation matrix valid for balanced assessment; post-challenge addendum rightly rejected to preserve process integrity.

Headnote:(A) Insolvency and Bankruptcy Code, 2016 - Section 60(5) - CIRP Regulations - Regulations 36B, 37, 39 - Unsuccessful resolution applicant challenging CoC approval of another plan alleging higher value maximisation - Held, unsuccessful resolution applicant has limited locus to highlight material procedural irregularity; commercial wisdom of CoC paramount and non-justiciable unless violates Section 30(2); evaluation matrix integral for fair assessment of plans on quantitative/qualitative parameters; addendum post-challenge process closure violating process terms rightly rejected to uphold fairness, equality, transparency; no interference where process adhered to statutory framework achieving value maximisation in time-bound manner. (Paras 32-35, 75, 102, 124, 151)

(B) CIRP - Challenge mechanism and evaluation matrix - Financial proposals post-challenge process unconditional/irrevocable; highest NPV alone not decisive; CoC discretion to approve any compliant plan per commercial wisdom, not bound by highest score; judicial review confined to Section 30(2) compliance, not commercial merits or quantitative re-analysis. (Paras 47-76, 91-103)

Facts of the case:
CIRP initiated against corporate debtor; PRAs submitted plans; challenge process conducted crystallising financial proposals on identified criteria (upfront/deferred payments yielding NPV); applicant emerged highest on NPV (Rs.12,505.85 crores), submitted signed plan, then unsolicited addendum enhancing upfront cash/equity post-CoC decision to vote; CoC rejected addendum as violating process note, evaluated plans per matrix, approved SRA plan (higher upfront, overall top score 89.26/100) by 93.81% vote.

Findings of Court:
Process followed transparently per RFRP/process note; evaluation matrix valid under Regulations 2(ha), 39; addendum violated irrevocability clauses, risked re-opening process/litigation; CoC balanced value maximisation/realisation preferring faster payout; no Section 30(2) violation; commercial decision immune from merits review.

Issues: (i) Locus of unsuccessful applicant; (ii) Validity of addendum rejection; (iii) Legality of evaluation matrix; (iv) Commercial wisdom conformity to Code objectives.

Ratio Decidendi: Unsuccessful applicants may flag procedural infirmities but cannot challenge CoC's non-justiciable commercial wisdom unless statutory violation; process documents binding, post-bid modifications impermissible; matrix ensures holistic viability/feasibility assessment beyond mere NPV; time-bound resolution prioritises certain, prompt realisation over deferred higher gross value.

Result: Application dismissed.

Table of Content
1. ia challenges coc-approved resolution plan post-cirp. (Para 1 , 2)
2. applicant contends h1 bid rejection defeats value maximization. (Para 3 , 4)
3. rp defends coc commercial wisdom; no locus for unsuccessful ra. (Para 5 , 6 , 7 , 8 , 9 , 10 , 11 , 12 , 13 , 14 , 15)
4. coc justifies evaluation matrix and addendum rejection. (Para 16)
5. rejoinder argues evaluation matrix overrides ibc objectives. (Para 17 , 18 , 19 , 20)
6. court summarizes cirp timeline and challenge process. (Para 21 , 22)
7. unsuccessful ra has limited locus for procedural irregularities. (Para 23 , 24 , 25 , 26 , 27 , 28 , 29 , 30 , 31)
8. ra locus exists for material irregularities in cirp. (Para 32 , 33 , 34 , 35)
9. addendum rejection argued as arbitrary post-challenge process. (Para 36 , 37 , 38 , 39 , 40 , 41)
10. addendum violates irrevocable process note terms. (Para 42 , 43 , 44 , 45 , 46)
11. coc rightly rejected unsolicited addendum per rfrp/process note. (Para 47 , 48 , 49 , 50 , 51 , 52 , 53 , 54 , 55 , 56 , 57 , 58 , 59 , 60 , 61 , 62 , 63 , 64 , 65 , 66 , 67 , 68 , 69 , 70 , 71 , 72 , 73 , 74 , 75 , 76)
12. evaluation matrix must align with ibc value maximization. (Para 77 , 78 , 79 , 80 , 81 , 82 , 83 , 84)
13. matrix ensures fair quantitative/qualitative plan assessment. (Para 85 , 86 , 87 , 88 , 89 , 90)
14. em integral to cirp for transparent plan evaluation. (Para 91 , 92 , 93 , 94 , 95 , 96 , 97 , 98 , 99 , 100 , 101 , 102 , 103)
15. coc wisdom subject to judicial review for perversity. (Para 104 , 105 , 106 , 107 , 108 , 109 , 110 , 111 , 112 , 113 , 114)
16. coc commercial wisdom paramount and non-justiciable. (Para 115 , 116 , 117 , 118 , 119 , 120 , 121 , 122 , 123)
17. coc approval upheld; ia dismissed for no code violation. (Para 124 , 125 , 126 , 127 , 128 , 129 , 130 , 131 , 132 , 133 , 134 , 135 , 136 , 137 , 138 , 139 , 140 , 141 , 142 , 143 , 144 , 145 , 146 , 147 , 148 , 149 , 150 , 151 , 152 , 153 , 154)

ORDER

1. This present Interlocutory Application (hereinafter referred to as the “IA/Application”) is filed on 03.01.2026, by Vedanta Limited (hereinafter referred to as the Applicant/ Vedanta) under section 60(5) of the Insolvency and Bankruptcy Code, 2016 (hereinafter referred to as the “IBC/Code” against Resolution Professional (hereinafter referred to as “Respondent No. 1/RP”) and the Committee of Creditors (hereinafter referred to as “Respondent No. 2/CoC”) in respect of a Corporate Debtor named M/s Jaiprakash Associate Ltd. (hereinafter referred as “Corporate Debtor/ JAL”) challenging the Resolution Plan approved by the CoC during the course of the Corporate Insolvency Resolution Process (hereinafter referred to as “CIRP”) of this Corporate Debtor after the same has been filed before this Tribunal vide IA(IBC)(Plan)No.11/2025.

BRIEF FACTS

2. The brief facts the case as submitted in the Application are as follows:

a. The Corporate Debtor was admitted into CIRP by an order dated 03.06.2024. Pursuant to the public announcement and receipt of claims, the RP issued Form G, inviting Expressions of Interest ("EOI"). The Applicant submitted its EOI within the prescribed timeline and was included in the provisional list and thereafter in the final lists of Prospective Resolution Applicants ("PRAs").

b. On 04.04.2025, the Applicant was provided with the Request for Resolution Plan (“RFRP”) and the Information Memorandum(“IM”), and demonstrated its seriousness by submitting a bid bond of Rs. 100 crores. The Applicant thereafter submitted its resolution plan in accordance with the RFRP. After discussions with the CoC and its advisors, it was placed for consideration. Upon evaluation, the CoC, in exercise of its commercial wisdom and unanimously having found the initial proposals to be sub-optimal and also, noting the potential for further value maximization having regard to the nature of assets, recoveries, cash balances, and business prospects of the Corporate Debtor, resolved on 28.08.2025 to initiate a Challenge Process to promo

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