NCLAT Upholds CoC’s Power to Permit Revised Plan Submission by Resolution Applicant in Final List
Pranav B Prem
The National Company Law Appellate Tribunal (NCLAT), Principal Bench, New Delhi, comprising Justice Ashok Bhushan (Chairperson) and Barun Mitra (Technical Member), has held that the Committee of Creditors (CoC) has the discretion to allow a Resolution Applicant (RA) to submit a revised resolution plan for maximising the value of the corporate debtor’s assets, provided that the RA’s name is included in the final list of Prospective Resolution Applicants (PRAs).
The appeal arose from an order dated 16.06.2025 of the National Company Law Tribunal (NCLT), Mumbai Bench, wherein the third member concurred with the Judicial Member’s view permitting both the appellant, Orissa Metaliks Pvt. Ltd. (OMPL), and Respondent No. 3 (R-3/Uniworth Finlease Ltd.) to submit revised and compliant resolution plans. This decision was taken in the 23rd and 24th CoC meetings to achieve value maximisation for the Cluster 3 assets of M/s Future Enterprises Ltd.
The appellant challenged the order, contending that R-3 had failed to submit a revised plan within the time allowed by the CoC and, having withdrawn from the process via email dated 29.05.2024, could not later be permitted to re-enter and submit a revised plan. It was further argued that voting on the appellant’s resolution plan had commenced on 22.05.2024, and once voting had started, the process could not be halted to consider another plan. Reliance was placed on the NCLAT judgment in Jindal Stainless Ltd. v. Shailendra Ajmera & Ors., where it was held that once voting has commenced, further negotiations or modifications cannot be entertained.
The respondents argued that under the Request for Resolution Plan (RFRP), the CoC has broad powers to halt the process at any stage and invite one or more RAs for negotiations to maximise value. The withdrawal email from R-3 was retracted within two days, and on 03.06.2024, R-3 submitted a revised plan valued at ₹85 crore, higher than the appellant’s ₹75 crore plan. The CoC, exercising its commercial wisdom, decided to consider both revised plans.
The NCLAT observed that the facts of this case were distinguishable from Jindal Stainless Ltd. since R-3’s name was in the final RA list, and the CoC had consciously decided to consider its revised plan before voting concluded. The Tribunal referred to various clauses of the RFRP, including Clause 1.11.1, which prohibits any RA from amending, revising, or withdrawing its plan without CoC’s permission, and Clauses 1.13.3 and 1.13.5(f), which confer absolute discretion on the CoC to accept, reject, or negotiate resolution plans at any stage.
The Bench also relied on its decision in Vistara ITCL (India) Ltd. v. Torrent Investments Pvt. Ltd. & Ors., which clarified that Regulation 39(1A) of the CIRP Regulations does not bar the CoC from negotiating with RAs or seeking higher value offers even after a plan is submitted, as long as the process is not concluded.
The NCLAT noted that the CoC’s affidavit before the NCLT recorded its unanimous decision to permit both R-3 and OMPL to submit revised plans, with a challenge mechanism to be conducted thereafter. Pursuant to this, an e-challenge was held on 18.07.2025, where OMPL bid ₹148 crore and R-3 bid ₹146 crore. Finding no irregularity in the CoC’s decision or the NCLT’s approval, the NCLAT upheld the order dated 16.06.2025 and dismissed the appeal, discharging the interim order.
Appearance
For Appellant: Mr. Arun Kathpalia & Mr. Krishnendu Dutta, Sr. Advocates with Mr. Prateek Kumar, Ms. Raveena Rai, Mr. Siddhant Grover, Mr. Yajas Achal and Ms. Mehak Khurana, Advocates.
For Respondents: Mr. Abhinav Vasisth with Mr. Abhishek Swaroop, Advocates for R-2. Mr. Kunal Tandon, Sr. Advocate with Mr. Kunal Kanungo, Ms. Natasha, Advocates for R-3. Ms. Pooja Mahajan and Mr. Karanvir Khosla, Advocates for R-1.
Cause Title: Orissa Metaliks Pvt. Ltd. V. Avil Jerome Menezes, RP of Future Enterprises Ltd. & Ors.
Case No: Company Appeal (AT) (Insolvency) No. 1022 of 2025
Coram: Justice Ashok Bhushan [Chairperson], Barun Mitra [Technical Member]
