RAMKRISHNA FORGINGS LIMITED versus RAVINDRA LOONKAR, RESOLUTION PROFESSION OF ACIL LIMITED & ANR.
[2023] 16 S.C.R. 672, Supreme Court of India, 2023
Outcome: Appeal(s) allowed (Granted)
Segment: Issues
[2023] 16 S.C.R. 672 : 2023 INSC 1013
672
CASE DETAILS
RAMKRISHNA FORGINGS LIMITED
v.
RAVINDRA LOONKAR, RESOLUTION PROFESSION OF ACIL 
LIMITED & ANR.1
R1 : Ravindra Loonkar, Resolution  Profession(al) of ACIL 
Limited
R2 : Committee of Creditors of ACIL Ltd.
(Civil Appeal No.1527 of 2022)
NOVEMBER 21, 2023
[VIKRAM NATH AND AHSANUDDIN AMANULLAH, JJ.]
HEADNOTES
Issue for consideration: The moot question involved is the extent 
of the jurisdiction and powers of the Adjudicating Authority to go on the 
issue of revaluation in the background of the admitted and undisputed 
factual position that no objection was raised by any quarter with regard 
to any deﬁ ciency/irregularity, either by the RP or the appellant or the 
CoC, in ﬁ nally approving the Resolution Plan which was sent to the 
Adjudicating Authority-NCLT for approval.
Insolvency and Bankruptcy Code, 2016 – The Adjudicating 
Authority-NCLT by order dated 01.09.2021, the application seeking 
approval of a Resolution Plan for ACIL or corporate debtor was kept 
in abeyance while directing the oﬃ  cial liquidator (OL) to carry out a 
re-valuation of the assets of the corporate debtor and provide exact 
ﬁ gures/value of the assets and exact value details – NCLAT upheld 
the order of the NCLT – Propriety:
Held: If the CoC, including the FC(s) to whom money is due 
from the Corporate Debtor, had undertaken repeated negotiations with 
1 
Cause-title should correctly include ‘Resolution Professional’ instead of ‘Resolution
Profession’
673
the appellant with regard to the Resolution Plan and thereafter, with a 
majority of 88.56% votes, approved the ﬁ nal negotiated Resolution Plan 
of the appellant, which the RP, in turn, presented to the Adjudicating 
Authority-NCLT for approval, unless the same was failing the tests of 
the provisions of the Code, especially Sections 30 & 31, no interference 
was warranted – It is worthwhile to note that the Adjudicating Authority 
has jurisdiction only u/s. 31(2) of the Code, which gives power not to 
approve only when the Resolution Plan does not meet the requirement 
laid down u/s. 31(1) of the Code, for which a reasoned order is required 
to be passed – The NCLT’s jurisdiction and powers as the Adjudicating 
Authority under the Code, ﬂ ow only from the Code and the Regulations 
thereunder – The order dated 01.09.2021 by the NCLT cannot withstand 
judicial scrutiny, either on facts or in law – Also, the said order is cryptic 
and bereft of details – Accordingly, the order dated 01.09.2021 of the 
NCLT and impugned judgment of the NCLAT are set aside. [Paras 
27,32,34]
LIST OF CITATIONS AND OTHER REFERENCES
Jaypee Kensington Boulevard Apartments Welfare Association v 
NBCC (India) Limited (2022) 1 SCC 401; Pratap Technocrats Private 
Limited v Monitoring Committee of Reliance Infratel Limited (2021) 10 
SCC 623 – relied on.
Maharashtra Seamless Limited v Padmanabhan Venkatesh [2020] 
2 SCR 1157:(2020) 11 SCC 467; M K Rajagopalan v Dr Periasamy 
Palani Gounder, 2023
SCC OnLine SC 574; M K Rajagopalan v Dr 
Periasamy Palani Gounder 2023 SCC OnLine SC 574; K Sashidhar v 
Indian Overseas Bank [2019] 3 SCR 845:(2019) 12 SCC 150; Committee 
of Creditors of Essar Steel India Ltd. v Satish Kumar Gupta [2019] 16 
SCR 275 : (2020) 8 SCC 531; Ebix Singapore (P) Ltd. v Committee of 
Creditors of Educomp Solutions Limited 2021 SCC OnLine SC 707; 
Vallal RCK v Siva Industries and Holdings Limited 2022 SCC OnLine 
SC 717; Arun Kumar Jagatramka v Jindal Steel and Power Limited 
[2021] 3 SCR 114:(2021) 7 SCC 474; Kalpraj Dharamshi v Kotak 
Investment Advisors Limited [2021] 2 SCR 677: (2021) 10 SCC 401; 
Maneka Gandhi v. Union of India : [1978] 2 SCR 621:(1978) 1 SCC 
RAMKRISHNA FORGINGS LTD v. RAVINDRA LOONKAR, 
R. P. OF ACIL LTD.
674 
SUPREME COURT REPORTS 
[2023] 16 S.C.R.
248; Innoventive Industries Ltd. v ICICI Bank [2017] 8 SCR 33: (2018) 
1 SCC 407; Swiss Ribbons Private Limited v Union of India [2019] 3 
SCR 535:(2019) 4 SCC 17; Kranti Associates Private Limited v Masood 
Ahmed Khan [2010] 10 SCR 1070 : (2010) 9 SCC 496; Manoj Kumar 
Khokhar v State of Rajasthan (2022) 3 SCC 501; Embassy Property 
Developments Private Limited v State of Karnataka[2019] 17 SCR 559: 
(2020) 13 SCC 308; Gujarat Urja Vikas Nigam Limited v Amit Gupta 
(2021) 7 SCC 209 – referred to.
OTHER CASE DETAILS INCLUDING IMPUGNED 
ORDER AND APPEARANCES
CIVIL APPELLATE JURISDICTION : Civil Appeal No.1527 of 2022.
From the Judgment and Order dated 19.01.2022 of the National 
Company Law Appellate Tribunal in Company Appeal (AT) (Ins) No.845 
of 2021.
Appearances:
Shyam Divan, Krishnendu Datta, Sr. Advs., Prateek Kumar, Ms. 
Raveena Rai, Ms. Saloni Gupta for M/s. Khaitan & Co., Advs. for the 
Appellant.
Tushar Mehta, SG, Balbir Singh, ASG, Kanu Agarwal, Naman Tandon, 
Samarvir Singh, Aditya Rathore, Ms. Swarupama Chaturvedi, Saurav 
Roy, Ms. Chinmayee Chandra, Arvind Kumar Sharma,  Sumant Batra, 
Gaurav Arora, Ms. Kritya Sinha, Alok Tripathi, Ms. Ruchi Goyal, Rajesh 
Kumar Chaurasia, Rajive R Raj, Sujeet Kumar, Shailendra Kumar Nirmal, 
Anurag Jain, Onkar Prasad, Mrs. Soni, Mrs. Manjulika Pal, Advs. for the 
Respondents.
JUDGMENT / ORDER OF THE SUPREME COURT
JUDGMENT
AHSANUDDIN AMANULLAH, J.
Heard learned counsel for the parties.
675
2. The present appeal under Section 622 of the Insolvency and 
Bankruptcy Code, 2016 (hereinafter referred to as the “Code”) is directed 
against the Judgment dated 19.01.2022 (hereinafter referred to as the 
“Impugned Judgment”) passed by the National Company Law Appellate 
Tribunal (hereinafter referred to as the “NCLAT”) in Company Appeal (AT)
(Ins) No.845 of 2021 which has upheld the order passed by the Adjudicating 
Authority (National Company Law Tribunal3) [hereinafter referred to as the 
“Adjudicating Authority-NCLT” or “Adjudicating Authority” or “NCLT”], 
Principal Bench dated 01.09.2021 by which the application seeking approval 
of a Resolution Plan for ACIL Limited (hereinafter referred to as either 
“ACIL” or the “Corporate Debtor”) being I.A. No.1636 of 2019 in CP(IB) 
No.170(PB)/2018 (hereinafter referred to as the “Approval Application”) 
was kept in abeyance while directing the Oﬃ  cial Liquidator (hereinafter 
referred to as the “OL”) to carry out a re-valuation of the assets of the 
Corporate Debtor and to provide exact ﬁ gures/value of the assets and exact 
valuation details.
BRIEF FACTS:
3. ACIL is a manufacturer of precision engineering and automobile 
components, namely crankshafts for tractors, HCVs, LCVs as well as two-
wheelers, as also connecting rods, steering knuckles and hubs. It was the 
subject-matter of a Corporate Insolvency Resolution Process (hereinafter 
referred to as “CIRP”) which was initiated on an application ﬁ led by IDBI 
Bank
Ltd. Mr. Ravindra Loonkar was appointed as the Interim Resolution 
Professional and subsequently conﬁ rmed as the Resolution Professional 
(hereinafter referred to as the “RP”) by the NCLT under order dated 
16.10.2018. Against the total claim ﬁ led for about Rupees one thousand 
2 
 ‘62. Appeal to Supreme Court.—(1) Any person aggrieved by an order of the National 
Company Law Appellate Tribunal may ﬁ le an appeal to the Supreme Court on a 
question of law arising out of such order under this Code within forty-ﬁ ve days from 
the date of receipt of such order.

(2) The Supreme Court may, if it is satisﬁ ed that a person was prevented by suﬃ  cient 
cause from ﬁ ling an appeal within forty-ﬁ ve days, allow the appeal to be ﬁ led within a 
further period not exceeding ﬁ fteen days.’
3 
The National Company Law Tribunal is a creature of Section 408 of the Companies 
Act, 2013. Under Section 60 of the Code, it has been designated as the Adjudicating 
Authority for corporate persons.
RAMKRISHNA FORGINGS LTD v. RAVINDRA LOONKAR, 
R. P. OF ACIL LTD.
676 
SUPREME COURT REPORTS 
[2023] 16 S.C.R.
eight hundred and thirty crores, the amount of admitted claim in the CIRP 
was Rupees one thousand seven hundred and eighty-two crores. 
4. The RP published Expression of Interest on 15.10.2018 which 
was subsequently revised on 31.10.2018, 28.01.2019 and 13.02.2019. The 
appellant-Resolution Applicant (hereinafter referred to as the “appellant”) 
submitted its ﬁ rst Resolution Plan on 11.04.2019 providing to pay Rupees 
seventy-four crores to all the stakeholders including Rupees sixty-three and 
a half crores to Financial Creditors (hereinafter referred to as the “FC(s)”). 
After a series of negotiations, the appellant submitted an Addendum to 
its Resolution Plan on 21.05.2019 by raising the payment to FC(s) to 
Rupees seventy-three crores and eighteen lacs. On and at the request of the 
Committee of Creditors (hereinafter referred to as the “CoC”), once again, 
the appellant submitted a Revised Plan on 27.05.2019 wherein the total pay-
out was Rupees eighty crores and ﬁ fty-ﬁ ve lacs and the FC(s) were to be paid 
Rupees seventy ﬁ ve crores and forty-two lacs. The ﬁ nal Resolution Plan was 
submitted on 05.08.2019, in which the ﬁ nancial proposal/total pay-out was 
increased to Rupees one hundred twenty-nine and a half crores and FC(s) 
were to get upfront payment of Rupees eighty crores and forty-four lacs. 
This Resolution Plan further provided that proceeds from the monetization 
of the land situated at Manesar will go to
the FC(s).
5. This ﬁ nal Resolution Plan submitted by the Appellant-Resolution 
Applicant on 05.08.2019 was ﬁ nally approved by the CoC on 14.08.2019 by a 
majority of 88.56% votes. In terms of such approval of the Resolution Plan by 
the CoC, the RP moved Approval Application under Sections 30(6)4 and 315 
4 
‘30. Submission of resolution plan.—

xxx

(6) The resolution professional shall submit the resolution plan as approved by the 
committee of creditors to the Adjudicating Authority.’
5 
‘31. Approval of resolution plan.—(1) If the Adjudicating Authority is satisﬁ ed that 
the resolution plan as approved by the committee of creditors under sub-section (4) 
of Section 30 meets the requirements as referred to in sub-section (2) of Section 30, 
it shall by order approve the resolution plan which shall be binding on the corporate 
debtor and its employees, members, creditors, including the Central Government, any 
State Government or any local authority to whom a debt in respect of the payment of 
dues arising under any law for the time being in force, such as authorities to whom 
statutory dues are owed, guarantors and other stakeholders involved in the resolution 
plan:

677
of the Code seeking approval of the Resolution plan before the Adjudicating 
Authority-NCLT on 16.08.2019. In terms of the Resolution Plan, for which 
approval was being sought, ACIL would be allowed the beneﬁ t of carrying 
forward its losses in terms of Section 796 of the Income Tax Act, 1961.
Provided that the Adjudicating Authority shall, before passing an order for approval of 
resolution plan under this sub-section, satisfy that the resolution plan has provisions 
for its eﬀ ective implementation.

(2) Where the Adjudicating Authority is satisﬁ ed that the resolution plan does not 
conﬁ rm to the requirements referred to in sub-section (1), it may, by an order, reject 
the resolution plan.

(3) After the order of approval under sub-section (1),—

(a) the moratorium order passed by the Adjudicating Authority under Section 14 
shall cease to have eﬀ ect; and

(b) the resolution professional shall forward all records relating to the conduct of 
the corporate insolvency resolution process and the resolution plan to the Board to 
be recorded on its database.

(4) The resolution applicant shall, pursuant to the resolution plan approved under sub-
section (1), obtain the necessary approval required under any law for the time being 
in force within a period of one year from the date of approval of the resolution plan by 
the Adjudicating Authority under sub-section (1) or within such period as provided for 
in such law, whichever is later:
Provided that where the resolution plan contains a provision for combination, as 
referred to in Section 5 of the Competition Act, 2002 (12 of 2003), the resolution 
applicant shall obtain the approval of the Competition Commission of India under 
that Act prior to the approval of such resolution plan by the committee of creditors.’
6 
‘79. Carry forward and set oﬀ  of losses in case of certain companies.—(1) 
Notwithstanding anything contained in this Chapter, where a change in shareholding 
has taken place during the previous year in the case of a company, not being a 
company in which the public are substantially interested, no loss incurred in any year 
prior to the previous year shall be carried forward and set oﬀ  against the income of 
the previous year, unless on the last day of the previous year, the shares of the company 
carrying not less than ﬁ fty-one per cent. of the voting power were beneﬁ cially held by 
persons who beneﬁ cially held shares of the company carrying not less than ﬁ fty-one 
per cent. of the voting power on the last day of the year or years in which the loss was 
incurred:
Provided that even if the said condition is not satisﬁ ed in case of an eligible 
start up as referred to in Section 80-IAC, the loss incurred in any year prior to the 
previous year shall be allowed to be carried forward and set oﬀ  against the income 
of the previous year if all the shareholders of such company who held shares carrying 
voting power on the last day of the
year or years in which the loss was incurred, 
continue to hold those shares on the last day of such previous year and such loss has 
been incurred during the period of ten years beginning from the year in which such 
company is incorporated.

(2) Nothing contained in sub-section (1) shall apply,—
(a)  
to a case where a change in the said voting power and shareholding takes 
RAMKRISHNA FORGINGS LTD v. RAVINDRA LOONKAR, 
R. P. OF ACIL LTD.[AHSANUDDIN AMANULLAH, J.]
678 
SUPREME COURT REPORTS 
[2023] 16 S.C.R.
6. This ultimately resulted in the order dated 01.09.2021, by which 
the approval of the Resolution Plan was kept in abeyance and the OL was 
place in a previous year consequent upon the death of a shareholder or on 
account of transfer of shares by way of gift to any relative of the shareholder 
making such gift;
(b)  
to any change in the shareholding of an Indian company which is a subsidiary 
of a foreign company as a result of amalgamation or demerger of a foreign 
company subject to the condition that ﬁ fty-one per cent. shareholders of 
amalgamating or demerged foreign company continue to be the shareholders 
of the amalgamated or the resulting foreign company;
(c)  
to a company where a change in the shareholding takes place in a previous year 
pursuant to a resolution plan approved under the Insolvency and Bankruptcy 
Code, 2016 (31 of 2016), after aﬀ ording a reasonable opportunity of being 
heard to the jurisdictional Principal Commissioner or Commissioner;
(d)  
to a company, and its subsidiary and the subsidiary of such subsidiary, 
where,—

(i) the Tribunal, on an application moved by the Central Government under 
Section 241 of the Companies Act, 2013 (18 of 2013), has suspended the Board 
of Directors of such company and has appointed new directors nominated by 
the Central Government, under Section 242 of the said Act; and
(ii) a change in shareholding of such company, and its subsidiary and the 
subsidiary of such subsidiary, has taken place in a previous year pursuant to a 
resolution plan approved by the Tribunal under Section 242 of the Companies 
Act, 2013 (18 of 2013) after aﬀ ording a reasonable opportunity of being 
heard to the jurisdictional Principal Commissioner or Commissioner.
Explanation.—For the purposes of this section,—
(i) a company shall be a subsidiary of another company, if such other company holds 
more than half in nominal value of the equity share capital of the company;
(i-a)“erstwhile public sector company” shall have the same meaning as assigned to 
it in clause (ii) of the Explanation to clause (d) of sub-section (1) of Section 72-A;
(i-b) “strategic disinvestment” shall have the same meaning as assigned to it in 
clause (iii) of the Explanation to clause (d) of sub-section (1) of Section 72-A;
(ii) “Tribunal” shall have the meaning assigned to it in clause (90) of Section 2 of 
the Companies Act, 2013 (18 of 2013).
(e) to a company to the extent that a change in the shareholding has taken place 
during the previous year on account of relocation referred to in the Explanation to 
clauses (vii-ac) and (vii-ad) of Section 47.
 (f) to an erstwhile public sector company subject to the condition that the ultimate 
holding company of such company, immediately after the completion of strategic 
disinvestment, continues to hold, directly or through its subsidiary or subsidiaries, at 
least ﬁ fty-one per cent. of the voting power of such company in aggregate.
(3) Notwithstanding anything contained in sub-section (2), if the condition speciﬁ ed 
in clause (f) of the said sub-section is not complied with in any previous year after the 
completion of strategic disinvestment, the provisions of sub-section (1) shall apply for 
such previous year and subsequent previous years.’
679
directed to provide exact ﬁ gures/value of assets. The same was carried in 
appeal under Section 617 of the Code by the present appellant before the 
NCLAT which passed the Impugned Judgment on 19.01.2022, dismissing 
the appeal, thereby upholding the order of the NCLT, which is impugned 
herein.
SUBMISSIONS ON BEHALF OF THE APPELLANT:
7. Mr. Shyam Divan, learned senior counsel for the appellant submitted 
that the Resolution Plan initially submitted by the appellant was negotiated 
further on various dates and, ultimately the ﬁ nal outcome was the Resolution 
Plan submitted on 05.08.2019. This was ﬁ nally approved by the CoC through 
a majority of 88.56% votes on 14.08.2019, after extensive consideration. 
It was submitted that there were 11 revisions in respect of the Resolution 
Plan made by the appellant before the ﬁ nal version was approved by the 
CoC. It was indicated that the ﬁ nal Resolution Plan was approximately 
7 
‘61. Appeals and Appellate Authority.—(1) Notwithstanding anything to the contrary 
contained under the Companies Act, 2013, any person aggrieved by the order of the 
Adjudicating Authority under this part may prefer an appeal to the National Company 
Law Appellate Tribunal.

(2) Every appeal under sub-section (1) shall be ﬁ led within thirty days before the 
National Company Law Appellate Tribunal:
Provided that the National Company Law Appellate Tribunal may allow an appeal to 
be ﬁ led after the expiry of the said period of thirty days if it is satisﬁ ed that there was 
suﬃ  cient cause for not ﬁ ling the appeal but such period shall not exceed ﬁ fteen days.

(3) An appeal against an order approving a resolution plan under Section 31 may be 
ﬁ led on the following grounds, namely—
(i) the approved resolution plan is in contravention of the provisions of any law for 
the time being in force;
(ii) there has been material irregularity in exercise of the powers by the resolution 
professional during the corporate insolvency resolution period;
(iii) the debts owed to operational creditors of the corporate debtor have not been 
provided for in the resolution plan in the manner speciﬁ ed by the Board;
(iv) the insolvency resolution process costs have not been provided for repayment in 
priority to all other debts; or
(v) the resolution plan does not comply with any other criteria speciﬁ ed by the Board.

4) An appeal against a liquidation order passed under Section 33, or sub-section (4) of 
Section 54-L, or sub-section (4) of Section 54-N, may be ﬁ led on grounds of material 
irregularity or fraud committed in relation to such a liquidation order.
(5) An appeal against an order for initiation of corporate insolvency resolution process 
passed under sub-section (2) of Section 54-O, may be ﬁ led on grounds of material 
irregularity or fraud committed in relation to such an order.’
RAMKRISHNA FORGINGS LTD v. RAVINDRA LOONKAR, 
R. P. OF ACIL LTD.[AHSANUDDIN AMANULLAH, J.]
680 
SUPREME COURT REPORTS 
[2023] 16 S.C.R.
48% higher as compared to the pay-out under the initial Resolution Plan 
submitted by the appellant. At this juncture, it was also pointed out that the 
RP had also got two reports prepared by two approved/registered valuers: 
(a) BDO India LLP’s Report dated 11.02.2019 with regard to assets of 
ACIL which indicated fair market value to be Rupees one hundred thirty-
ﬁ ve crores and ten lacs with liquidation value as Rupees one hundred eight 
crores and ﬁ fty-seven lacs; whereas the Report of (b) Adroit Technical 
Services Limited dated 14.02.2019 indicated fair market value of Rupees 
one hundred twenty-ﬁ ve crores and eighty-ﬁ ve lacs and liquidation value 
of Rupees ninety-four crores and eighty-seven lacs. Thus, it was submitted 
that after taking care of all the statutory procedural requirements and on 
the basis of such reports and proper examination of the materials on record 
and having exercised its commercial wisdom, the CoC-approved Resolution 
Plan was put up before the NCLT for approval, but the NCLT, exceeding its 
jurisdiction and without ascertaining any reason for such course of action, 
passed the direction for revaluation.  
8. Learned senior counsel in this connection submitted that there 
was no occasion for the NCLT to embark upon a totally alien procedure 
of getting the OL involved in such valuation, for which a mechanism 
is already provided under the Code and which, as per him, was strictly 
adhered to in
the present case. It was contended that the NCLT had limited 
power of judicial review given the supremacy of the CoC under the Code. 
At best, learned senior counsel contended, that it could have disapproved 
the Resolution Plan on cogent ground(s) relevant for doing so after testing 
whether it complies with the requirements of Section 30(2) of the Code, but 
it could not have acquired jurisdiction, where no such residuary or equity 
based jurisdiction is available under the Code by interfering with the CoC’s 
decision without pointing out any non-conformity with the provisions of 
the Code and the Regulations thereunder. For such proposition, he relied 
upon the decision of this Court in Pratap Technocrats Private Limited v 
Monitoring Committee of Reliance Infratel Limited, (2021) 10 SCC 623, 
the relevant being at Paragraphs 25, 26 and 44, where it has been held that 
the jurisdiction conferred upon the Adjudicating Authority-NCLT in regard 
to the approval of a Resolution Plan is statutorily structured by Sub-Section 
1(1) of Section 31 of the Code and such jurisdiction is limited to determine 
whether the requirements which are speciﬁ ed in Sub-Section (2) of Section
681
30 of the Code have been fulﬁ lled. Further, it has been explained that such 
jurisdiction which is statutorily deﬁ ned, recognised and conferred, cannot 
be equated with the jurisdiction in equity that operates independently of the 
provisions of the statute for the reason that the Adjudicating Authority-NCLT, 
which is a body owing its existence to the Code, must abide by the nature 
and extent of its jurisdiction as deﬁ ned therein. Regarding the appointment 
of the OL for getting valuation of the assets, the stand of Mr. Divan was 
that it was not in line with the Code and the Regulations made thereunder.
9. It was further canvassed by learned senior counsel that the Code 
provides for a mechanism for carrying out valuation of the assets of a 
Corporate Debtor in form of the Insolvency and Bankruptcy Board of India 
(Insolvency Resolution Process for Corporate Persons) Regulations, 2016 
(hereinafter referred to as the “CIRP Regulations”), particularly Regulations 
278 and 359 thereof, inasmuch as Regulation 27 provides that the RP shall 
8 
‘27. Appointment of Professionals.—(1) The resolution professional shall, within 
seven days of his appointment but not later than forty-seventh day from the insolvency 
commencement date, appoint two registered valuers to determine the fair value and 
the liquidation value of the corporate debtor in accordance with Regulation 35.
(2) The interim resolution professional or the resolution professional, as the case may 
be, may appoint any professional, in addition to registered valuers under sub-regulation 
(1), to assist him in discharge of his duties in conduct of the corporate insolvency 
resolution process, if he is of the opinion that the services of such professional are 
required and such services are not available with the corporate debtor.

(3) The interim resolution professional or the resolution professional, as the case 
may be, shall appoint a professional under this regulation on an arm’s length basis 
following an objective and transparent process: Provided that the following persons 
shall not be appointed, namely—

(a) a relative of the resolution professional;

(b) a related party of the corporate debtor;

(c) an auditor of the corporate debtor at any time during the period of ﬁ ve years 
preceding the insolvency commencement date;

(d) a partner or director of the insolvency professional entity of which the 
resolution professional is a partner or director.
(4) The invoice for fee and other expenses incurred by a professional appointed under 
this regulation shall be raised in the name of the professional and be paid directly into 
the bank account of such professional.’
9 
‘35. Fair value and Liquidation value.—(1) Fair value and liquidation value shall be 
determined in the following manner—
(a) the two registered valuers appointed under Regulation 27 shall submit to the 
resolution professional an estimate of the fair value and of the liquidation value 
computed in accordance with internationally accepted valuation standards, after 
RAMKRISHNA FORGINGS LTD v. RAVINDRA LOONKAR, 
R. P. OF ACIL LTD.[AHSANUDDIN AMANULLAH, J.]
682 
SUPREME COURT REPORTS 
[2023] 16 S.C.R.
appoint two registered valuers to determine the fair value and liquidation 
value of the Corporate Debtor whereas Regulation 35 provides that the 
two valuers shall submit the fair value and liquidation value to the RP after 
physical veriﬁ cation of the inventory and ﬁ xed assets of the Corporate 
Debtor and further provides that if the estimates shown by the two valuers are 
signiﬁ cantly diﬀ erent, or upon a proposal from the CoC, the RP may appoint 
a third registered valuer for valuation of the assets of the Corporate Debtor.
10. Another aspect which learned senior counsel drew the Court’s 
attention to was the fact that the NCLT’s observations in its order dated 
01.09.2021 observing that the amount oﬀ ered by the appellant was very 
close to the fair value of the assets of the Corporate Debtor was a non-
issue and an uncalled for observation since such fair value of the assets of 
the Corporate Debtor was never available to the appellant at the time of 
submitting its ﬁ rst Resolution Plan. Thus, learned senior counsel submitted 
that the premise of the appellant’s oﬀ ered amount being in close proximity 
to the fair value of the assets was inherently erroneous and without basis 
physical veriﬁ cation of the inventory and ﬁ xed assets of the corporate debtor;
(b) if the two estimates of a value in an asset class are signiﬁ cantly diﬀ erent, or 
on receipt of a proposal to appoint a third registered valuer from the committee
of 
creditors, the resolution professional may appoint a third registered valuer for an 
asset class for submitting an estimate of the value computed in the manner provided 
in clause (a).
Explanation.—For the purpose of clause (b),
(i) “asset class” means the deﬁ nition provided under the Companies (Registered 
Valuers and Valuation) Rules, 2017;
(ii) “signiﬁ cantly diﬀ erent” means a diﬀ erence of twenty-ﬁ ve per cent in liquidation 
value under an asset class and the same shall be calculated as (L1-L2)/L1, where,

L1= higher valuation of liquidation value

L2= lower valuation of liquidation value.

(c) the average of the two closest estimates of a value shall be considered the fair 
value or the liquidation value, as the case may be.

(2) After the receipt of resolution plans in accordance with the Code and these 
regulations, the resolution professional shall provide the fair value and the liquidation 
value to every member of the committee in electronic form, on receiving an undertaking 
from the member to the eﬀ ect that such member shall maintain conﬁ dentiality of the 
fair value and the liquidation value and shall not use such values to cause an undue 
gain or undue loss to itself or any other person and comply with the requirements 
under sub-section (2) of Section 29.

(3) The resolution professional and registered valuers shall maintain conﬁ dentiality of 
the fair value and the liquidation value.’
683
and the decision to refer it to the OL based on such sole factor is obviously 
and equally without any basis and ﬁ t to be set aside.
11. It was submitted that this Court has held, in Maharashtra Seamless 
Limited v Padmanabhan Venkatesh, (2020) 11 SCC 467, the relevant being 
at Paragraphs 27 to 29, that aspects related to the valuation of the Corporate 
Debtor are not open to judicial scrutiny by the NCLT as the object behind 
such valuation process is to assist the CoC in taking a proper decision in 
respect of a Resolution Plan and the valuation conducted in respect of the 
assets of the Corporate Debtor and it has further been indicated that the 
Adjudicating Authority-NCLT can approve a Resolution Plan even when it 
is below the liquidation value and that there is no provision under the Code 
which states that a resolution applicant’s bid must match the liquidation value 
as the liquidation value is determined merely to assist the CoC in taking a 
decision on the Resolution Plan. 
12. On the same proposition, learned senior counsel referred to M K 
Rajagopalan v Dr Periasamy Palani Gounder, 2023 SCC OnLine SC 
574, the relevant being at Paragraphs 167, 168 and 169, holding that when 
the CoC was fully satisﬁ ed with the valuation conducted in respect of the 
Corporate Debtor and had endorsed the same, then it was unnecessary and 
unjustiﬁ able on the part of the NCLAT to presume irregularities in the 
Resolution Plan and interfere therewith.
13. It was submitted
that the RP in statutory form had certiﬁ ed that 
the Resolution Plan received from the appellant complied with all the 
provisions of the Code and the Regulations and did not contravene any 
provisions of law.
14. It was contended that the ﬁ nding of the NCLAT that an avoidance 
transaction of approximately Rupees one thousand crores had come to 
light and the present case justiﬁ es its interference since ﬁ gures of crores 
are involved, could not have been an issue as it has no bearing in the 
instant case and ought not to have been considered by the NCLAT. It was 
submitted that safeguard against avoidance transaction and its impact 
upon a Corporate Debtor’s CIRP has been provided in the Code and 
the Regulations as also expounded in judicial precedents. In this regard, 
RAMKRISHNA FORGINGS LTD v. RAVINDRA LOONKAR, 
R. P. OF ACIL LTD.[AHSANUDDIN AMANULLAH, J.]
684 
SUPREME COURT REPORTS 
[2023] 16 S.C.R.
attention was drawn to Section 2610 of the Code which provides that ﬁ ling 
of avoidance application(s) by the RP shall not aﬀ ect the CIRP proceedings. 
It was further stated that Regulation 38(2)(d)11, CIRP Regulations has been 
recently introduced through the Insolvency and Bankruptcy Board of India 
(Insolvency Resolution Process for Corporate Persons) (Second Amendment) 
Regulations, 2022 (hereinafter referred to as the “2022 Amendment”) with 
eﬀ ect from 14.06.2022 which requires, for all Resolution Plans submitted 
to the Adjudicating Authority on or after the 2022 Amendment to provide 
for treatment of avoidance applications post-approval of a Resolution Plan, 
along with the manner in which the proceeds from such proceedings will 
be distributed. It was contended that even though in the present case, the 
approval application has been ﬁ led by the RP prior to the 2022 Amendment, 
the Resolution Plan provides for the treatment of proceeds generated through 
avoidance applications and states that all amounts received by ACIL pursuant 
to any avoidance transaction shall be payable to the FC(s) and no avoidance 
pay-out amounts shall be payable by the Corporate Debtor, which in the 
present case would mean that avoidance transaction of approximately 
Rupees one thousand crores will not aﬀ ect the ongoing CIRP, in view of the 
Resolution Plan providing a clear way for its treatment. In this connection, 
learned senior counsel
referred to the decision by a Division Bench of the 
High Court of Delhi in Tata Steel BSL Limited v Venus Recruiter Pvt. Ltd., 
2023 SCC OnLine Del 155, Paragraph 91 whereof says that when any kind 
10 ‘26. Application for avoidance of transactions not to aﬀ ect proceedings.—The ﬁ ling 
of an avoidance application under clause (j) of sub-section (2) of Section 25 by the 
resolution professional shall not aﬀ ect the proceedings of the corporate insolvency 
resolution process.’
11 ‘38. Mandatory contents of the resolution plan.—

xxx

(2) A resolution plan shall provide:

xxx

(d) provides for the manner in which proceedings in respect of avoidance transactions, 
if any, under Chapter III or fraudulent or wrongful trading under Chapter VI of Part II 
of the Code, will be pursued after the approval of the resolution plan and the manner 
in which the proceeds, if any, from such proceedings shall be distributed:

Provided that this clause shall not apply to any resolution plan that has been submitted 
to the Adjudicating Authority under sub-section (6) of Section 30 on or before the 
date of commencement of the Insolvency and Bankruptcy Board of India (Insolvency 
Resolution Process for Corporate Persons) (Second Amendment) Regulations, 2022.’
685
of beneﬁ t is acquired from the adjudication on avoidance application and the 
Resolution Plan is silent on the treatment of such applications, such beneﬁ t 
must be given to the creditors of the Corporate Debtor.
15. Learned senior counsel submitted that the commercial wisdom 
of the CoC has been held to be supreme in K Sashidhar v Indian 
Overseas Bank, (2019) 12 SCC 150, the relevant being at Paragraphs 
52, 59 & 64 and Committee of Creditors of Essar Steel India Ltd. v 
Satish Kumar Gupta (2020) 8 SCC 531. Further, reliance was placed 
on the decision in Ebix Singapore (P) Ltd. v Committee of Creditors of 
Educomp Solutions Limited, 2021 SCC OnLine SC 707, holding that 
the Adjudicating Authority under Section 31(2) of the Code can only 
examine the validity of the Resolution Plan on the anvil of the stipulation 
in Section 30(2) of the Code and either approve or reject the Resolution 
Plan but cannot compel the CoC to negotiate further with a successful 
Resolution Applicant and also that the Adjudicating Authority is duty 
bound to ensure the completion of CIRP within the prescribed timeline 
of 330 days under the Code.
16. As far as the reference in the Impugned Judgment by the NCLAT, 
that interference was justiﬁ ed since “ﬁ gures of crores” are involved, learned 
senior counsel submitted that it has no basis in the Code or law, as it does 
not provide for diﬀ erential treatment to a Resolution Plan, based on the 
quantum of the ﬁ gure involved in the Corporate
Debtor’s insolvency.
17. With regard to the OL being given the chance of coming up with 
re-valuation, the stand taken by learned senior counsel was that the OL is 
created by the Companies Act, 2013 and is not contemplated under the 
Code which provides a speciﬁ c mechanism for valuation to be conducted 
in respect of the assets of a Corporate Debtor under the CIRP Regulations, 
speciﬁ cally Regulations 27 and 35, as noted hereinabove.
18. Learned senior counsel submitted that even if for the sake of 
argument, it may be accepted that the NCLT can exercise discretion in rare 
cases and order for re-valuation, in the present case, the same cannot be 
justiﬁ ed as absolutely no reason has even been indicated by the NCLT or 
the NCLAT for undertaking such exercise in respect of the assets of the 
Corporate Debtor, which is arbitrary and unjustiﬁ ed.
RAMKRISHNA FORGINGS LTD v. RAVINDRA LOONKAR, 
R. P. OF ACIL LTD.[AHSANUDDIN AMANULLAH, J.]
686 
SUPREME COURT REPORTS 
[2023] 16 S.C.R.
19. It was submitted that there was no objection from any quarter, much 
less any stakeholder, with respect to the valuation of the Corporate Debtor 
and also the appellant’s Resolution Plan and most importantly, no material 
was placed on record before the NCLT or NCLAT to justify interference in 
the CoC’s commercial wisdom. 
SUBMISSIONS ON BEHALF OF THE RESPONDENTS:
20. Learned counsel for the respondents supported the contentions of 
the appellant, advanced by Mr. Divan.
ASSISTANCE BY THE SOLICITOR GENERAL AND THE 
ADDITIONAL SOLICITOR GENERAL FOR THE UNION OF INDIA:
21. In the present case, although the RP and CoC were arrayed as 
respondents but having regard to the issues raised, this Court by order dated 
05.05.202212 had requested the learned Solicitor General, Mr. Tushar Mehta 
to assist. In terms thereof, he has ﬁ led written submissions. Mr. Balbir Singh, 
learned Additional Solicitor General has also assisted this Court. 
22. In sum, the written note deals with the legal aspects and the ﬁ nal 
stand is that the Adjudicating Authority-NCLT would have no jurisdiction 
or power to sit in appeal over the commercial wisdom of the CoC and 
interference would be warranted only when the NCLT or the Appellate 
Authority (viz. NCLAT) finds the decision of the CoC to be wholly 
capricious, arbitrary, irrational and dehors the provisions in the Code or 
the Regulations.
23. For such proposition, he relied upon the decision in
Vallal RCK 
v Siva Industries and Holdings Limited, 2022 SCC OnLine SC 717, the 
relevant being at Paragraph 24, with regard to the binding and ﬁ nal nature 
of the Resolution plan after due approval by the CoC.
12 
  The Order is as below:

‘Having regard to the issues involved, we have requested Mr. Tushar Mehta, learned 
Solicitor General to assist the Court in this matter. The relevant papers may be 
supplied to the oﬃ  ce of the learned Solicitor General within two days.

The matter may be listed on the next date while showing name of Mr. Arvind Kumar 
Sharma, learned counsel assisting the learned Solicitor General.

List the matter on 18.05.2022.

Short notes on the submissions may be ﬁ led in advance.’
687
24. Mr. Singh also referred to Arun Kumar Jagatramka v Jindal Steel 
and Power Limited, (2021) 7 SCC 474, the relevant being Paragraph 95, 
holding that the need for judicial intervention or innovation from NCLT 
and NCLAT should be kept at its bare minimum and should not disturb 
the foundational principle of the Code. He also referred to Committee of 
Creditors of Essar Steel India Ltd. (supra), where at Paragraph 69, it has 
been observed that a harmonious reading of Sections 31(1) & 60(5) of the 
Code would lead to the result that the residual jurisdiction of the NCLT 
under Section 60(5)(c) of the Code cannot, in any manner, whittle down 
Section 31(1) of the Code, by the investment of some discretionary or equity 
jurisdiction in the Adjudicating Authority-NCLT outside Section 30(2) of 
the Code, when it comes to a Resolution Plan pending adjudication.
25. However, it was also pointed out that in cases which warrant 
interference, to contend that the Adjudicating Authority-NCLT has no 
jurisdiction to decide any dispute with respect to valuation and take remedial 
steps to correct an erroneous valuation exercise would not be the correct 
proposition in view of the powers conferred under Section 60(5) of the Code.
26. With regard to the impact of pendency of avoidance applications 
on the approval of the Resolution Plan, the stand was that it has no bearing 
on the approval by the NCLT of the Resolution Plan approved by the CoC 
as it has been provided in the
Resolution Plan that proceeds of avoidance 
transactions, if any, will go to the FC(s) and thus, on this score, the Resolution 
Applicant (appellant) will not be beneﬁ tted as it is the FC(s) who will get 
the beneﬁ t of such realisation. As regards the uncertainty of Plot/Site No.GH 
38 (Land) in Sector 1, IMT Manesar, Haryana, which was allotted by the 
Haryana State Industrial and Infrastructure Development Corporation to the 
Corporate Debtor, it was submitted that the Resolution Plan itself provisions 
that proceeds from monetisation thereof will go to the FC(s).
ANALYSIS, REASONING AND CONCLUSION:
27. Having considered the matter in depth, the Court is unable to 
uphold the decisions rendered by the Adjudicating Authority-NCLT as also 
the NCLAT. The moot question involved is the extent of the jurisdiction and 
powers of the Adjudicating Authority to go on the issue of revaluation in the 
background of the admitted and undisputed factual position that no objection 
was raised by any quarter with regard to any deﬁ ciency/irregularity, either 
RAMKRISHNA FORGINGS LTD v. RAVINDRA LOONKAR, 
R. P. OF ACIL LTD.[AHSANUDDIN AMANULLAH, J.]
688 
SUPREME COURT REPORTS 
[2023] 16 S.C.R.
by the RP or the appellant or the CoC, in ﬁ nally approving the Resolution 
Plan which was sent to the Adjudicating Authority-NCLT for approval. 
Further, the statutory requirement of the RP involving two approved valuers 
for giving reports apropos fair market value and liquidation value was duly 
complied with and the ﬁ gures in both reports were not at great variance. 
Signiﬁ cantly, the same were then put up before the CoC, which is the 
decision-maker and in the driver’s seat, so to say, of the Corporate Debtor. 
K Sashidhar (supra) and Committee of Creditors of Essar Steel India Ltd. 
(supra) are clear authorities that the CoC’s decision is not to be subjected 
to unnecessary judicial scrutiny and intervention. This came to be reiterated 
in Maharashtra Seamless Limited (supra), which also emphasised that the 
CoC’s commercial analysis ought not to be qualitatively examined and the 
direction therein of the NCLAT to direct the successful Resolution Applicant 
to enhance its fund ﬂ ow was disapproved of by this Court. Thus, if the CoC, 
including the FC(s) to whom money is due from the Corporate Debtor, 
had undertaken repeated negotiations with the appellant with regard to the 
Resolution Plan and thereafter, with a majority of 88.56% votes, approved 
the ﬁ nal negotiated Resolution Plan of the appellant, which the RP, in turn, 
presented to the Adjudicating Authority-NCLT for approval, unless the 
same was failing the tests
of the provisions of the Code, especially Sections 
30 & 31, no interference was warranted. In Kalpraj Dharamshi v Kotak 
Investment Advisors Limited, (2021) 10 SCC 401, the Court concluded 
that ‘… in view of the paramount importance given to the decision of CoC, 
which is to be taken on the basis of “commercial wisdom”, Nclat was not 
correct in law in interfering with the commercial decision taken by CoC by 
a thumping majority of 84.36%.’
28. In Pratap Technocrats Private Limited (supra), the Court, after 
considering the relevant case-laws, pointed out that the Indian Legislature 
had departed from foreign insolvency regimes, as under:
‘44. These decisions have laid down that the jurisdiction of the 
adjudicating authority and the appellate authority cannot extend 
into entering upon merits of a business decision made by a requisite 
majority of the CoC in its commercial wisdom. Nor is there a residual 
equity based jurisdiction in the adjudicating authority or the appellate 
authority to interfere in this decision, so long as it is otherwise in
689
conformity with the provisions of IBC and the Regulations under 
the enactment.
45. Certain foreign jurisdictions allow resolution/reorganisation 
plans to be challenged on grounds of fairness and equity. One of 
the grounds under which a company voluntary arrangement can be 
challenged under the United Kingdom’s Insolvency Act, 1986 is that 
it unfairly prejudices the interests of a creditor of the company13. 
The United States’ Bankruptcy Code provides that if a restructuring 
plan has to clamp down on a dissenting class of creditors, one of the 
conditions that it should satisfy is that it does not unfairly discriminate, 
and is fair and equitable14. However, under the Indian insolvency 
regime, it appears that a conscious choice has been made by the 
legislature to not confer any independent equity based jurisdiction 
on the adjudicating authority other than the statutory requirements 
laid down under sub-section (2) of Section 30 IBC.
46. An eﬀ ort was made by Mr Dushyant Dave, learned Senior Counsel, 
to persuade this Court to read the guarantees of fair procedure and 
non-arbitrariness as emanating from the decision of this Court in 
Maneka Gandhi v. Union of India [Maneka Gandhi v. Union of India, 
(1978) 1 SCC 248] into the provisions of IBC. IBC, in our view, 
is a complete code in itself. It deﬁ nes what is fair and equitable 
treatment by constituting a comprehensive framework within which 
the actors partake in the insolvency process. The process envisaged
by IBC is a direct representation of certain economic goals of the 
Indian economy. It is enacted after due deliberation in Parliament 
13 [“6. Challenge of decisions.—(1) Subject to this section, an application to the court 
may be made, by any of the persons speciﬁ ed below, on one or both of the following 
grounds, namely—(a) that a voluntary arrangement which has eﬀ ect under Section 
4-A unfairly prejudices the interests of a creditor, member or contributory of the 
company;(b) that there has been some material irregularity at or in relation to the 
meeting of the company, or in relation to the relevant qualifying decision procedure.”]
14 [“1129. Conﬁ rmation of a Plan***(b)(1) Notwithstanding Section 510(a) of this title, 
if all of the applicable requirements of sub-section (a) of this section other than para 
(8) are met with respect to a plan, the court, on request of the proponent of the plan, 
shall conﬁ rm the plan notwithstanding the requirements of such paragraph if the plan 
does not discriminate unfairly, and is fair and equitable, with respect to each class of 
claims or interests that is impaired under, and has not accepted, the plan.”]
RAMKRISHNA FORGINGS LTD v. RAVINDRA LOONKAR, 
R. P. OF ACIL LTD.[AHSANUDDIN AMANULLAH, J.]
690 
SUPREME COURT REPORTS 
[2023] 16 S.C.R.
and accords rights and obligations that are strictly regulated and 
coordinated by the statute and its regulations. To argue that a 
residuary jurisdiction must be exercised to alter the delicate economic 
coordination that is envisaged by the statute would do violence on its 
purpose and would be an impermissible exercise of the adjudicating 
authority’s power of judicial review.
The UNCITRAL, in its Legislative Guide on Insolvency Law, has 
succinctly prefaced its recommendations in the following terms 
[Available at <https://uncitral.un.org/sites/uncitral.un.org/ﬁ les/media-
documents/uncitral/en/05-80722_ebook.pdf> last accessed 6-8-2021, 
pp. 14-15.] :
“C. Balancing the goals and key objectives of an insolvency law
15. Since an insolvency regime cannot fully protect the interests of 
all parties, some of the key policy choices to be made when designing 
an insolvency law relate to deﬁ ning the broad goals of the law 
(rescuing businesses in ﬁ nancial diﬃ  culty, protecting employment, 
protecting the interests of creditors, encouraging the development of 
an entrepreneurial class) and achieving the desired balance between 
the speciﬁ c objectives identiﬁ ed above. Insolvency laws achieve that 
balance by reapportioning the risks of insolvency in a way that suits 
a State’s economic, social and political goals. As such, an insolvency 
law can have widespread eﬀ ects in the broader economy.”
47. Hence, once the requirements of
IBC have been fulﬁ lled, the 
adjudicating authority and the appellate authority are duty-bound 
to abide by the discipline of the statutory provisions. It needs no 
emphasis that neither the adjudicating authority nor the appellate 
authority have an unchartered jurisdiction in equity. The jurisdiction 
arises within and as a product of a statutory framework.’
(emphasis supplied) 
29. In the case at hand, we ﬁ nd that there was no occasion before the 
Adjudicating Authority-NCLT to be swayed only on the per se ground that 
the hair-cut would be about 94.25% and that it was not convinced that the 
fair value of the assets have been projected in proper manner as the bid of the 
appellant was very close to the fair value of the assets of ACIL. Ordering re-
691
valuation of the assets, by the OL, Ministry of Corporate Aﬀ airs, Government 
of India, in-charge of the particular area, cannot be justiﬁ ed. As explained 
in Innoventive Industries Ltd. v ICICI Bank, (2018) 1 SCC 407 and Swiss 
Ribbons Private Limited v Union of India, (2019) 4 SCC 17, the Code was 
speciﬁ cally introduced by Parliament for ensuring quick and time-bound 
resolution of insolvency of corporate entities in ﬁ nancial trouble, by ﬁ rst 
attempting to revive the Corporate Debtor, failure whereof would entail 
liquidation of the Corporate Debtor’s assets, and no unnecessary impediment 
should be created to delay or derail the CIRP. In the present case, both the 
NCLT and NCLAT erred to fully recognise that under the Resolution Plan, 
the Corporate Debtor was set to be revived and not liquidated. Thus, the 
minimum mandatory component in the Resolution Plan was only a reﬂ ection 
of the actual money, including upfront payment, which would go towards 
the FC(s). As discussed previously, the ﬁ nal Resolution Plan provided for 
the monetization proceeds of the land as also the avoidance amounts to go 
to the FC(s) of the Corporate Debtor.
30. At this juncture, it also cannot be lost sight of that it is for the FC(s) 
who constitute the CoC to take a call, one way or the other. Stricto sensu, 
it is now well-settled that it is well within the CoC’s domain as to how to 
deal with the entire debt of the Corporate Debtor. In this background, if 
after repeated
negotiations, a Resolution Plan is submitted, as was done by 
the appellant (Resolution Applicant), including the ﬁ nancial component 
which includes the actual and minimum upfront payments, and has been 
approved by the CoC with a majority vote of 88.56%, such commercial 
wisdom was not required to be called into question or casually interfered 
with. Surprisingly, the discussion in both orders is wanting, except for the 
diﬀ erence in the ﬁ gure of the total outstanding dues and the amount of money 
which the appellant was to put up initially for taking over the Corporate 
Debtor, for this Court to understand as to what other reasons, grounded 
in the Code’s provisions, compelled the Adjudicating Authority-NCLT to 
embark upon the novel path of ordering revaluation by the OL. At the cost 
of repetition, nobody had moved before the NCLT or raised any objection 
challenging the Resolution Plan pending approval. Even the NCLAT has 
only indicated that when “ﬁ gures of crores” are emerging stage-wise, “then 
there is no harm to look at the Expert opinion”, which the Adjudicating 
Authority-NCLT in this case has asked for. 
RAMKRISHNA FORGINGS LTD v. RAVINDRA LOONKAR, 
R. P. OF ACIL LTD.[AHSANUDDIN AMANULLAH, J.]
692 
SUPREME COURT REPORTS 
[2023] 16 S.C.R.
31. It is worthwhile to note that the Adjudicating Authority has 
jurisdiction only under Section 31(2) of the Code, which gives power not 
to approve only when the Resolution Plan does not meet the requirement 
laid down under Section 31(1) of the Code, for which a reasoned order is 
required to be passed. We may state that the NCLT’s jurisdiction and powers 
as the Adjudicating Authority under the Code, ﬂ ow only from the Code 
and the Regulations thereunder. It has been held in Jaypee Kensington 
Boulevard Apartments Welfare Association v NBCC (India) Limited, 
(2022) 1 SCC 401:
‘273.1. The adjudicating authority has limited jurisdiction in the 
matter of approval of a resolution plan, which is well-deﬁ ned 
and circumscribed by Sections 30(2) and 31 of the Code. In the 
adjudicatory process concerning a resolution plan under IBC, 
there is no scope for interference with the commercial aspects of 
the decision of the CoC; and there is no scope for substituting any 
commercial term of the resolution plan approved by the Committee 
of Creditors. If, within its limited jurisdiction, the adjudicating 
authority ﬁ nds any shortcoming in the resolution plan vis-à-vis the 
speciﬁ ed parameters, it would only send the resolution plan back to 
the Committee of Creditors, for re-submission after satisfying the 
parameters delineated by the Code and exposited by this Court.’
(emphasis supplied)
32. From the assistance rendered and the
judicial precedents brought 
to notice, it is clear that the order dated 01.09.2021 by the NCLT cannot 
withstand judicial scrutiny, either on facts or in law. There may have been 
a situation where due to glaring facts, an order of the nature impugned 
herein could be left untouched and this Court would have refrained from 
interference, but only if detailed reasoning, disclosing the facts for being 
persuaded to embark on such path, were discernible in the order dated 
01.09.2021, which unfortunately is cryptic and bereft of detail. Recording 
of reasons, and not just reasons but cogent reasons, for orders is a duty on 
Courts and Tribunals. In the recent past, from Kranti Associates Private 
Limited v Masood Ahmed Khan, (2010) 9 SCC 496 to Manoj Kumar 
Khokhar v State of Rajasthan, (2022) 3 SCC 501, the clear position in 
law is that a Court or even a quasi-judicial authority has a duty to record
693
reasons for its decision. Needless to add, ‘Reason is the heartbeat of every 
conclusion. Without the same, it becomes lifeless.’15 That apart, the order 
of the NCLT dated 01.09.2021 suﬀ ers from a jurisdictional error, as in the 
facts that prevailed, it was not entitled to pass the direction that it did.
33. Under the circumstances, while this Court could have adopted 
the course of remanding the matter back to the NCLT for fresh/de novo 
consideration, but being conscious of the fact that such course would impede 
quick resolution as the CIRP is in a stalemate right from 01.09.2021 and 
after having applied our minds to the factual aspects also, we do not ﬁ nd that 
remand for consideration afresh, now, would serve the purpose of justice 
or aid the objects of the Code.
34. Accordingly, and for all the reasons afore-stated, this appeal 
stands allowed. The order dated 01.09.2021 of the NCLT and the Impugned 
Judgment dated 19.01.2022 of the NCLAT are set aside. The NCLT will pass 
appropriate orders in terms of this judgment, on the Approval Application, 
being I.A. No.1636 of 2019 in CP(IB) No.170(PB)/2018, within three weeks 
from the date of production of a copy of this judgment. Pending avoidance 
application(s) on the ﬁ le of the NCLT in connection herewith shall proceed 
on their own merits, but with expedition. No order as to costs.
35. Insofar as the pending Interlocutory Applications herein are 
concerned, they are dealt with below:
a.  
I.A. No.25463/2022:
Does not survive in view of the decision 
in the appeal; disposed of.
b.  
I.A. No.25464/2022: Does not survive in view of the decision 
in the appeal; disposed of.
c.  
I.A. No.185233/2022: Wrongly shown as pending in the 
ordersheet; already disposed of vide order dated 17.04.2023.
36. Insofar as Mr. Singh’s submissions that this Court may not exclude 
from the NCLT’s ambit any power to direct re-valuation, we have given our 
anxious thought to the same. Our view is that while certainty in law and 
legal principles is the obvious aim, the law is to be applied in the context 
15 Raj Kishore Jha v State of Bihar, (2003) 11 SCC 519.
RAMKRISHNA FORGINGS LTD v. RAVINDRA LOONKAR, 
R. P. OF ACIL LTD.[AHSANUDDIN AMANULLAH, J.]

694 
SUPREME COURT REPORTS 
[2023] 16 S.C.R.
of the facts. If a matter where the facts are stark comes to light, the same 
would have to necessarily be dealt with by the NCLT within the four corners 
of the Code itself, having due regard to the extant circumstances. It is for 
the NCLT to exercise power strictly within the domain permitted by the 
Code. In this behalf, one may peruse the decisions in Embassy Property 
Developments Private Limited v State of Karnataka, (2020) 13 SCC 308 
and Gujarat Urja Vikas Nigam Limit ed v Amit Gupta, (2021) 7 SCC 209.
Headnotes prepared by: 
Appeal allowed.
Ankit Gyan