Insolvency ruling: CoC cannot alter approved resolution plan or reallocate dissenting creditors’ funds, says NCLAT
Dismissing an appeal filed by Bank of Baroda in the insolvency proceedings of Reliance Communications Infrastructure Ltd (RCIL), a two-member bench of the National Company Law Appellate Tribunal said that once a resolution plan is approved, the assenting members of the CoC cannot alter its financial distribution framework.“It is true that the CoC with commercial wisdom can take a decision regarding different aspects of the plan, including manner of distribution, but once the commercial wisdom has been exercised by approving the resolution plan in meeting, the modification of the said distribution mechanism, which is impermissible, cannot be saved in the name of commercial wisdom of the CoC,” NCLAT said in its order.The appeal arose from the insolvency resolution of RCIL, where the National Company Law Tribunal (NCLT) had approved the resolution plan submitted by Reliance Projects & Property Management Services Ltd (RPPMSL), a subsidiary of Jio.
The plan was approved by 67.97 per cent of the CoC by vote share on August 5, 2021.While Bank of Baroda voted in favour of the plan, lenders including IDBI Bank and State Bank of India dissented.
The plan was subsequently placed before the Mumbai bench of the NCLT for approval.Bank of Baroda later approached the NCLT seeking directions to convene a CoC meeting to consider reallocation of proceeds under the approved resolution plan, particularly in relation to a loan to Reliance Bhutan.
Acting on this, the NCLT on October 17, 2023 directed the resolution professional to convene a CoC meeting.At the meeting held on October 27, 2023, a resolution proposing reallocation and reassignment of the Reliance Bhutan loan was passed with a 67.55 per cent majority, though IDBI Bank and SBI objected to the move.On December 19, the NCLT approved the resolution plan as originally proposed by RPPMSL.
IDBI Bank subsequently challenged the October 27, 2023 CoC decision, arguing that the reallocation of proceeds violated the approved resolution plan.The NCLT held that the CoC could not alter the financial layout relating to the entitlement of financial creditors once the resolution plan had been approved.
It also noted that the Reliance Bhutan loan, which was to be assigned to assenting financial creditors under the plan, could not be reassigned to dissenting lenders through a subsequent CoC decision.In its October 10, 2025 order, the NCLT ruled that the approved resolution plan could not be modified in this manner.
Bank of Baroda challenged this decision before the NCLAT.Upholding the NCLT’s view, the appellate tribunal said, “The Adjudicating Authority in the impugned order after considering all relevant clauses has rightly come to the conclusion that the decision of the CoC dated 27.10.2023 is contrary to the approved resolution plan and cannot bind the dissenting financial creditors.”“We are in full agreement with the view taken by the adjudicating authority as noted above.
The adjudicating authority did not commit any error in allowing the plea filed by the IDBI Bank.
We do not find any good ground to interfere with the decision of the adjudicating authority,” NCLAT added, dismissing the appeal.
