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TMI Blog2020 (8) TMI 750X X X X Extracts X X X X X X X X Extracts X X X X ..... S. Ahluwalia and Mr. Deepak Chawla, Mr. Adhish Sharma, Mr. Neeraj and Ms. Aliya Durafshan, Advocates. For the Respondents : Mr. Krishnan Venugopal, Senior Advocate with Mr. Saurav Pander and Ms. Charu Bansal, Advocates for Resolution Professional. Mr. Ramji Srinivasan, Senior Advocate with Mr. Karan Kanwal, Mr. Kunal Godhwani and Mr. Rishab Kapoor, Advocates, Mr. Amit S. Chaddha and Ms. Pratiksha Mishra, Advocates JUDGMENT BANSI LAL BHAT, J. Resolution Plan submitted by Respondent No. 4 'Sterlite Power Transmission Ltd.' (SPTL) was approved by 95.15% of voting share of the Committee of Creditors and same was further approved by the Adjudicating Authority (National Company Law Tribunal), Cuttack Bench, Cuttack by deciding in terms of or ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r due deliberations in CoC Meetings through voting as per voting share which is a collective business decision. The commercial wisdom of the Financial Creditors individually or their collective decision is beyond the pale of challenge before the Adjudicating Authority and the same has been made non-justiciable. This is the dictum of Hon'ble Apex Court in 'K. Sashidhar vs. Indian Overseas Bank', (2019) 12 SCC 150: (2019) 4 SCC (Civ) 222: 2019 SCC OnLine SC 257. Dealing with the scope of an appeal under Section 61(1) of the I&B Code, the Hon'ble Apex Court noticed that apart from other grounds the appeal could be instituted against an order approving a Resolution Plan limited to six grounds noticed therein including that the approved Resoluti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... that the limited judicial review available, which can in no circumstance trespass upon a business decision of the majority of the Committee of Creditors, has to be within the four corners of Section 30(2) of the Code, insofar as the Adjudicating Authority is concerned, and Section 32 read with Section 61(3) of the Code, insofar as the Appellate Tribunal is concerned, the parameters of such review having been clearly laid down in K. Sashidhar (supra). 49. The argument, though attractive at the first blush, but if accepted, would require us to re-write the provisions of the I&B Code. It would also result in doing violence to the legislative intent of having consciously not stipulated that as a ground - to challenge the commercial wisdom of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 2017, there was no need for the dissenting financial creditors to record reasons for disapproving or rejecting a resolution plan. Further, as aforementioned, there is no provision in the I&B Code which empowers the adjudicating authority (NCLT) to oversee the justness of the approach of the dissenting financial creditors in rejecting the proposed resolution plan or to engage in judicial review thereof. Concededly, the inquiry by the resolution professional precedes the consideration of the resolution plan by the CoC. The resolution professional is not required to express his opinion on matters within the domain of the financial creditor(s), to approve or reject the resolution plan, under Section 30(4) of the I&B Code. At best, the Adjudicat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Creditors being fully informed about the viability of the Corporate Debtor. Such commercial wisdom of the Committee of Creditors with requisite voting majority is non-justiciable and the discretion on Adjudicating Authority is circumscribed to scrutiny of Resolution Plan as approved by the requisite majority voting share of the Financial Creditors. The enquiry postulated under Section 31 of the I&B Code is limited to matters covered under Section 30(2) of the I&B Code when the Resolution Plan does not confirm the stated conditions. Therefore, the Appellants cannot question the commercial wisdom of the Committee of Creditors in rejecting the settlement proposal emanating from the Appellants, with the requisite majority and in approving the R ..... X X X X Extracts X X X X X X X X Extracts X X X X
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