CoC Cannot Withdraw Approved Resolution Plan: Supreme Court

CoC Bound by Approved Resolution Plan, Cannot Withdraw It Over Debtor's Improved Finances: Supreme Court

Published: 26 October 2026 · NyayVidhan

The Supreme Court held that the Ebix Singapore rule barring a successful resolution applicant from withdrawing a resolution plan approved by the Committee of Creditors applies squarely to the CoC too, and that neither the insolvency application nor the approved plan can be withdrawn once the plan is placed before the NCLT. Improved profitability of the corporate debtor alone cannot be a reason to refuse approval of a plan that meets Section 30(2) (paras 14, 17, 25).

Key holdings

The Ebix Singapore bar on withdrawing or modifying a CoC-approved plan applies squarely to the CoC, not only to resolution applicants (para 14).

Read with Sections 30(2) and 31, Section 12-A allows withdrawal only till the CoC approves the plan, not after it reaches the NCLT (para 17).

That the CoC survives until implementation, as held in Kalyani Transco, does not dilute an approved plan's binding nature (paras 21-22).

At confirmation the NCLT must verify the debtor's present finances and cash balance against the plan; improved profitability alone cannot defeat approval (para 25).

Beyond the plan's binding nature, the Court's observations are prima facie and do not govern the NCLT's final decision (para 25).

Judgment digest by NyayVidhan: a summary of the court's judgment, not its text. The judgment itself is the authoritative version.

Brief Facts

Bank of India initiated the CIRP of a toll operator on National Highway 45 hit by the Covid-19 pandemic, and the CoC approved a consortium's resolution plan by a majority (opening paragraph, paras 4-5). A stay granted by this Court in the promoter's earlier proceedings delayed implementation (paras 3, 20). Citing a rise in the debtor's opening balance from Rs.30 crores to Rs.165 crores against a Rs.172.55 crore plan, the CoC unanimously sought withdrawal and a fresh Form-G; the holding company offered a one-time settlement (paras 2, 5). The NCLT allowed withdrawal; the NCLAT rejected it and revived IA No.1505 of 2021 for confirmation and the holding company's IA No.1679 of 2025 (paras 2-3).

Court's Findings

Ebix Singapore held a CoC-approved plan binding inter se the CoC and the SRA even before the Adjudicating Authority's approval, by force of the IBC rather than contract, and barred the Authority from directing an unwilling CoC to renegotiate or agree to withdrawal (paras 9-13). Though that case concerned an SRA, its dictum applies squarely to the CoC too (para 14). Section 12-A cannot be read in isolation: read with Sections 30(2) and 31, an application can be withdrawn only till the CoC approves the plan, and once the plan is before the Adjudicating Authority neither the application nor the plan can be withdrawn (paras 15-17). Kalyani Transco's finding that the CoC survives until implementation does not detract from the plan's binding nature (paras 21-22). The NCLT must weigh that withdrawal under Section 12-A costs the CoC only CIRP costs, while a defaulting SRA faces forfeiture of its performance bank guarantee and prosecution under Section 74 (para 23). The CoC's plea of revival and value maximisation needs consideration, but so does the SRA's charge of shortsighted opportunism (para 24).

Legal Principle

A resolution plan approved by the Committee of Creditors binds both the CoC and the successful resolution applicant. Section 12-A withdrawal is available only until the CoC approves the plan, not once it is before the Adjudicating Authority, and the debtor's improved profitability alone cannot defeat approval of a plan meeting Section 30(2) (paras 14, 17, 25).

NyayVidhan's view · Practice note

Why It Matters

Creditors who approved a resolution plan and then saw the corporate debtor recover during a long stay cannot treat their vote as an option to be revisited: the binding effect that holds the resolution applicant to its plan holds the CoC too (paras 14, 17). The contest now moves to the NCLT's confirmation hearing, where Section 30(2) compliance and the debtor's present finances and cash balance are tested against the plan (para 25). Lenders seeking a better deal must make their case there, knowing that improved profitability alone will not sink a compliant plan; resolution applicants should document the delay and the cost of keeping their performance bank guarantee alive (paras 23, 25).

Editorial comment by the NyayVidhan Editorial Desk. It is not part of the Court's judgment and is not legal advice.

Precedents Relied Upon

Ebix Singapore (P) Ltd. v. Committee of Creditors of Educomp Solutions Ltd. and Another (2022) 2 SCC 401
Applied Discussed at ¶ 9, 13, 14, 19, 23
A resolution plan approved by the CoC binds the CoC and the successful resolution applicant inter se even before the Adjudicating Authority approves it, and the Adjudicating Authority cannot direct an unwilling CoC to renegotiate or agree to withdrawal; the Court held that this dictum, laid down for withdrawal sought by an SRA, applies squarely to the CoC too, and the NCLT must weigh the different consequences of withdrawal for the CoC and for the SRA.
Kalyani Transco v. Bhushan Power & Steel Ltd. (2026) 6 SCC 431
Explained Discussed at ¶ 21, 22
The CoC does not become functus officio on approving the plan and keeps a vital interest until it is implemented, but that finding does not detract from the binding nature of a CoC-approved plan, which was upheld there as well.
Glas Trust Company LLC v. Byju Raveendran & Others (2024) SCC Online 3032
Relied Upon Discussed at ¶ 16
Section 12-A and Regulation 30-A lay down an exhaustive procedure for withdrawing applications under Sections 7, 9 and 10 at four stages up to and after receipt of expressions of interest; the Court then held that the remedy does not survive once the CoC-approved plan is before the Adjudicating Authority.

View all precedents (4)

State Bank of India and Others v. Consortium of Murari Lal Jalan and Florian Fritsch and Another (2025) 4 SCC 354
Referred To Discussed at ¶ 3
Noted as one of the decisions on which the NCLAT held the withdrawal application to violate the IBC; not separately discussed.