The Adjudicating Authority's judicial review of a resolution plan is circumscribed by Section 30(2) of the Code. Once the Committee of Creditors has exercised its commercial wisdom to approve a plan that is feasible, viable, and compliant, the court will not interfere with the underlying business decisions.

Headnote:(A) Insolvency and Bankruptcy Code, 2016 - Sections 7, 12(2), 30(2), 30(4), 30(6), 31, 60(5) - CIRP - Approval of Resolution Plan - Commercial wisdom of Committee of Creditors - Scope of judicial review is limited to compliance with statutory requirements of Section 30(2) - Adjudicating Authority must ensure that the plan maximizes asset value, preserves going concern status, and balances interests of all stakeholders. (Paras 33, 34, 38, 43)

(B) Insolvency and Bankruptcy Code, 2016 - Resolution Plan - Performance Guarantee - Regulation 36B(4A) - Requirement of performance guarantee is not mandatory in all cases and is subject to commercial wisdom of Committee of Creditors based on nature and scale of operations - However, voluntary furnishing of such security as an additional measure to ensure enforceability reflects bona fide intent of resolution applicant. (Paras 15, 21)

(C) Insolvency and Bankruptcy Code, 2016 - Extinguishment of Claims - Upon approval of a resolution plan under Section 31, all claims not part thereof stand extinguished, and no proceedings can be initiated or continued regarding such prior period dues. (Paras 40, 41)

Facts of the case:
An application was filed by a resolution professional seeking approval of a resolution plan submitted by the promoter of the corporate debtor. The debtor, involved in specialized agricultural activities, entered insolvency following an application by a financial creditor. The resolution plan, approved by the Committee of Creditors with 100% voting share, proposed a structured repayment schedule to the financial creditor and settlement of related-party liabilities, relying on promoter-led revival to preserve value. The resolution professional later filed an addendum to the plan to address procedural clarifications.

Findings of Court:
The Court observed that the Committee of Creditors exercised its commercial wisdom in approving the plan after evaluating its feasibility, viability, and the unique challenges associated with the business nature. The Court held that the plan complied with all mandatory statutory requirements after the addendum rectified initial procedural deficiencies. It was emphasized that judicial review should not trespass upon the commercial decisions of the committee unless there is a violation of law or failure to adhere to the core objectives of the code.

Issues: The main issues concerned the compliance of the resolution plan with Section 30(2) of the Code, the sufficiency of the feasibility and viability assessment by the committee, the validity of waiving performance security, and the enforceability of the proposed repayment framework.

Ratio Decidendi: The court ruled that the Committee of Creditors holds the paramount authority to determine the feasibility and viability of a resolution plan, and its commercial wisdom is non-justiciable provided the plan satisfies the statutory mandates of Section 30(2). Procedural additions or clarifications that do not alter the fundamental framework of an approved plan are permissible to ensure legal compliance, and once approved by the Adjudicating Authority, the plan binds all stakeholders and extinguishes all claims not included therein.

Result: Application allowed; Resolution Plan approved.

Table of Content
1. initiation of corporate insolvency resolution process. (Para 1 , 2 , 3 , 4)
2. process of valuation and invitation of resolution plans. (Para 5 , 6 , 7 , 8 , 9 , 10)
3. clarifications and addendum ensuring compliance with section 30(2). (Para 11 , 12 , 13 , 14 , 15 , 16 , 17 , 18 , 19 , 20 , 21 , 22 , 23 , 24 , 25 , 26)
4. analysis of plan compliance and rp's duty of care. (Para 27 , 28 , 29 , 30 , 31 , 32)
5. paramount status of coc's commercial wisdom. (Para 33 , 34 , 35 , 36 , 37)
6. conditions for approval of a binding resolution plan. (Para 38 , 39 , 40 , 41 , 42)
7. formal approval of the plan and closure of cirp. (Para 43 , 44 , 45 , 46 , 47 , 48 , 49 , 50 , 51 , 52 , 53 , 54)

O R D E R

PER CORAM

1. The present application IA(IBC)(Plan)/08/KOB/2025 has been filed on 12.12.2025 by Mr. George Varkey, Resolution Professional of Greenseed Agro Bio Labs Pvt. Ltd.(“Corporate Debtor”) under Section 30(6) and 60(5) of the Insolvency and Bankruptcy Code, 2016(“Code”) read with Rule 11 of NCLT Rules, 2016 for approval of the Resolution Plan submitted by Mr. Darvin P. Mathew, Successful Resolution Applicant (“SRA”) (the Promoter/Managing Director of the Corporate Debtor).

2. ABOUT THE CORPORATE DEBTOR

The Corporate Debtor has its registered and principal office at Paravanethu Building, Chittar P.O., Chittar, Kerala – 689 663. Its principal place of business, where the Tissue Culture Laboratory is located, is situated at KGP VI/584, AKG Padi, near Merryweather Resorts, Amaravathy, Idukki, Kerala – 685 509. The Corporate Debtor was incorporated on 01.12.2020 and bears Corporate Identification Number (CIN) U01100KL2020PTC066036. The Corporate Debtor was incorporated with the following objectives:

1. To carry on the business of tissue culture, horticulture, floriculture, sericulture, cultivators, of all kinds of plants, crops, seeds, fruits and traders, exporter, dealers, processors, preservers and sellers of the products of such horticulture, floriculture, sericulture, fungiculture seeds and cultivation and manufacturers of food products and drinks including beverages produced from such products or otherwise.

2. To carry on business of developing land, planting, growing, cultivating, producing and raising plantations of various forest spec of proven utility and maintaining, conserving, protecting, preserving, tending, exploiting and managing in all respects, crops and trees raised or come up naturally, or other agricultural plantation and horticultural crops medicinal and aromatic plants and to buy, sell, expos import, process, distribute or otherwise deal with all kinds of forest crops, natural products, agricultural, plantation and horticultural crops medicinal and aromatic plants.

3. To carry on the business of producing, propagating, exporting, selling, dealing in products of Tissue culture plants of all kinds, ornamental or otherwise with the help of bio-technology and the use of tissue culture as a technique of cloning genetically superior mother plants for the purpose of multiplication and to obtain true to type genotypes, disease free plants.

3. CIRP OF THE CORPORATE DEBTOR

i. The Corporate Debtor is a Tissue Culture Lab engaged in developing plant buds. This Tribunal commenced the Corporate Insolvency Resolution Process vide order dated 04.04.2025 in CP (IBC)/45/KOB/2024 under Section 7 of the I&B Code, 2016 at the instance of M/s Federal Bank Ltd., whereby the petition was admitted. The present Applicant was appointed as the Interim Resolution Professional, later confirmed as the Resolution Professional in the first CoC meeting held on 02.05.2025.

ii. The Applicant, in compliance with Regulation 6(1) of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016, issued a public announcement inviting claims in The New Indian Express (Kerala Edition), Malayala Manorama, and Mathrubhumi, having circulation at the location of the Registered and Principal Office.

iii. The Committee of Creditor

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2026 Supreme(Online)(NCLT) 3133

NATIONAL COMPANY LAW TRIBUNALVinay Goel, Judicial MemberGeorge Varkey VSIA (IBC)(Plan)/08/KOB/2025 | CP(IBC)/45/KOB/2024

Cases Referred (1)

NATIONAL COMPANY LAW TRIBUNAL
Vinay Goel, Judicial Member
George Varkey VS
IA (IBC)(Plan)/08/KOB/2025 | CP(IBC)/45/KOB/2024