Pranav B Prem

The National Company Law Tribunal (NCLT), Mumbai Bench, has approved a ₹16.10 crore resolution plan submitted by Klassic Wheels Limited for the revival of Indian Refrigerator Company Limited, bringing the corporate insolvency resolution process to a close. A Bench comprising Judicial Member Nilesh Sharma and Technical Member Charanjeet Singh Gulati, in an order dated December 19, 2025, held that the resolution plan satisfied all mandatory requirements under the Insolvency and Bankruptcy Code, 2016, and therefore warranted approval

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Reiterating settled legal principles, the Tribunal observed that once a resolution plan meets the conditions stipulated under Section 30(2) of the Code, the adjudicating authority cannot interfere with the commercial wisdom of the Committee of Creditors. Relying on Supreme Court precedents, the Tribunal noted that its jurisdiction is confined to examining statutory compliance and does not extend to reassessing the merits or commercial viability of a plan approved by the lenders.

Indian Refrigerator Company Limited was admitted into corporate insolvency resolution process on August 14, 2024, on an application filed by the operational creditor Silveroak Home Appliances Pvt. Ltd. Following admission, a public announcement inviting claims was issued in August 2024, and the Committee of Creditors was constituted on September 5, 2024. The CoC consisted of a single unsecured financial creditor, KBS Realtors Pvt. Ltd., holding 100 per cent of the voting share.

Pursuant to issuance of Form G in October 2024 calling for expressions of interest, two prospective resolution applicants initially came forward. However, only Klassic Wheels Limited ultimately submitted a resolution plan. After discussions and revisions, the plan was approved unanimously by the Committee of Creditors in March 2025 with a 100 per cent voting share. A letter of intent was issued thereafter, and Klassic Wheels furnished a performance bank guarantee of ₹1.61 crore, equivalent to 10 per cent of the plan value.

Under the approved resolution plan, Klassic Wheels proposed to infuse ₹16.10 crore from its own funds, covering payment to creditors and insolvency resolution process costs. The plan provided for full payment of CIRP costs in priority and distribution to financial and operational creditors in accordance with the waterfall mechanism under the Code. The existing share capital of the corporate debtor was to be extinguished, with fresh equity issued to the successful resolution applicant, resulting in a change in management and control.

During the approval proceedings, certain stakeholders raised objections relating to asset valuation, treatment of operational creditors, and the absence of a separate valuation of accumulated and carried-forward losses reflected in the company’s books. It was argued that such losses could potentially confer future tax benefits on the successful resolution applicant and should have been factored into the valuation exercise.

The Tribunal rejected these objections, holding that valuation of assets is a matter squarely within the domain of the Committee of Creditors and registered valuers. It clarified that accumulated losses constitute deferred tax assets and do not require independent valuation at the stage of plan approval. Quoting the Supreme Court in K. Sashidhar v. Indian Overseas Bank & Others (2019), the Tribunal reiterated that “on receipt of such a proposal, the Adjudicating Authority is required to satisfy itself that the Resolution Plan, as approved by CoC, meets the requirements specified in Section 30(2).”

The NCLT further observed that no material irregularity or violation of Sections 30(2) or 29A of the Code had been demonstrated to justify interference. It emphasised that reassessment of valuation or redistribution of proceeds would amount to sitting in appeal over the commercial wisdom of the CoC, which is impermissible in law.

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Accordingly, the Tribunal approved the resolution plan submitted by Klassic Wheels Limited and directed the successful resolution applicant to obtain all necessary statutory approvals in accordance with law. It also directed the resolution professional to hand over all records, documents and assets of the corporate debtor to ensure smooth and timely implementation of the resolution plan, thereby bringing the insolvency proceedings of Indian Refrigerator Company Limited to an end.

Cause Title: Silveroak Home Appliances Pvt Ltd vs Indian Refrigerator Company Ltd

Case Number: IA (PLAN)/37/2025 in CP (IB)/252(MB)2024

Coram: Judicial Member Nilesh Sharma and Technical Member Charanjeet Singh Gulati