Pranav B Prem

The National Company Law Tribunal (NCLT), Kolkata Bench has approved the ₹545-crore resolution plan submitted by Vedanta Limited for the revival of Incab Industries Limited, holding that once the plan meets the statutory requirements under the Insolvency and Bankruptcy Code, 2016 (IBC), the commercial wisdom of the Committee of Creditors (CoC) must prevail. The order came from a Bench comprising Judicial Member Labh Singh and Technical Member Rekha Kantilal Shah.

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In its order, the Tribunal recorded that the plan satisfied the mandatory requirements of Section 30(2) of the IBC and the CIRP Regulations and that the CoC, in the exercise of its commercial discretion, had approved the plan with a near-unanimous vote. The order states: “Therefore, subject to the compliance of our observations as above, we hereby approve the Resolution Plan Amount to the tune of Rs 5,45,00,00,000 submitted by M/s Vedanta Limited Successful Resolution Applicant.”

Proceedings Leading Up to the Resolution Plan

The corporate insolvency resolution process (CIRP) of Incab began in August 2019 on a petition filed by operational creditor Jayanta Banerjee. The CoC subsequently voted for liquidation in December 2019, following which a liquidation order was passed on February 7, 2020. On appeal, the National Company Law Appellate Tribunal (NCLAT) set aside the liquidation order on June 4, 2021, restoring the CIRP.  Fresh invitation for resolution plans was issued in August and September 2021, and Vedanta submitted its bid, which later secured 99.37% voting share on June 23, 2022. A Letter of Intent was issued on June 25, 2022 and accepted on June 30, 2022, accompanied by a performance guarantee of ₹54.5 crore.

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Supplementary affidavits and an updated compliance certificate were later approved by the CoC with 91.5% votes in November 2025, after Vedanta clarified that it would directly implement the plan since the originally proposed implementing entity had been dissolved.

Objections and Tribunal’s Findings

A group of stakeholders opposed the plan, questioning valuation, capital reduction, change in implementing entity, and the feasibility of the proposal. The resolution professional submitted that there were no avoidance transactions and that the plan fully complied with statutory requirements. It was further explained that the bid structure permitted implementation of the plan by any group company, in accordance with a standard clause.

The Tribunal also noted Vedanta’s affirmative undertaking, through sworn statements, that it would bear all provident fund and gratuity dues of workmen and employees over and above the resolution plan value. The order specifically records Vedanta’s statement that “the aforesaid payment on account of Provident Fund and Gratuity dues would be over and above the Total Financial Package payable under the Resolution Plan.”  Rejecting the objections raised against the CoC’s decision-making process, the Bench reiterated that judicial review cannot be used to interfere in commercial decisions once compliance with the IBC framework is satisfied. The Tribunal reiterated that it cannot sit in appeal over the CoC’s commercial wisdom. 

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Final Directions

Having approved the resolution plan, the Bench directed the resolution professional to hand over all records and documents of Incab Industries Limited to Vedanta for implementation. With the approval of the plan, all pending interlocutory applications stood disposed of.

Cause Title: Jayanta Banerjee vs Incab Industries Limited

Case No: CP(IB) No. 1684/KB/2018

Coram: Judicial Member Labh Singh, Technical Member Rekha Kantilal Shah