Supreme Court: While considering this review petition filed in respect of Supreme Court’s decision dated 2-5-2025 in Kalyani Transco v. Bhushan Power & Steel Ltd., 2025 SCC OnLine SC 1010, whereby the Court had directed the liquidation of Bhushan Steel and rejected the Resolution Plan by JSW; the Division Bench of B.R. Gavai, CJ and Satish Chandra Sharma, J., opined that Kalyani Transco (supra) did not correctly consider the legal position as laid down by several judgments such as- Kalpraj Dharamshi v. Kotak Investment Advisors Ltd., (2021) 10 SCC 401; Ghanashyam Mishra & Sons (P) Ltd. v. Edelweiss Asset Reconstruction Co. Ltd., (2021) 9 SCC 657; Essar Steel India Ltd. (CoC) v. Satish Kumar Gupta, (2020) 8 SCC 531; Swiss Ribbons Private Limited v. Union of India, (2019) 4 SCC 17 etc.
Therefore, the Court found the present case to be a fit case for recalling the judgment under review and reconsidering the matter afresh.
Background and Legal Trajectory:
The CIRP proceedings against Bhushan Power and Steel Ltd. (BPSL) were triggered at the instance of Punjab National Bank (PNB). As per Section 15 of IBC, the Interim Resolution Professional (IRP) invited claims from all the stakeholders. Pursuant to the Advertisement dated 21-09-2017, the Prospective Resolution Applicants – JSW, Tata Steel and Liberty House submitted their respective Resolution Plans. Pursuant to the further negotiations between the Core Committee comprising of small group of lenders, JSW submitted the Consolidated Resolution Plan on 03-10-2018. The said Consolidated Plan was circulated by the Resolution Professional to the members of CoC on 05-10-2018 and uploaded in the Virtual Data room. After subsequent procedures, Consolidated Plan with Addendum Letter for approval was put for e-voting between on Central Depository Services (India) Limited. The e-voting resulted in the approval of the Consolidated Resolution Plan, as amended by Addendum Letter of JSW by the requisite majority of CoC.
The Resolution Professional thereafter filed a Company Application under Section 30(6) and 31(1) of the IBC, read with Regulation 39(4) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulation, 2016, (the Regulations, 2016), with a principal prayer of accepting the RP approved by the CoC, submitted by the JSW.
Pending the said proceedings, the CBI registered an FIR against BPSL, its Directors and others under Section 120B read with Sections 420, 468, 471, 477A IPC and Section 13(2) read with Section 13(1)(d) of the Prevention of Corruption Act. Based on the said FIR, the Directorate of Enforcement, registered the case for the offences under the Prevention of Money Laundering Act, 2002 (PMLA). Furthermore, many Company Applications filed by the erstwhile Directors and by some operational Creditors before the NCLT.
The NCLT vide the common Judgment and Order dated 05-09-2019 dismissed the Company Applications filed by the erstwhile Directors and approved the Resolution Plan of JSW. After the approval of the plan by the NCLT the ED, passed an order provisionally attaching the assets of the CD-BPSL under PMLA, which was then challenged by JSW before NCLAT. The NCLAT subsequently affirmed the order and judgment of NCLT approving JSW’s Resolution Plan and modified the conditions imposed by NCLT.
Aggrieved by NCLAT’s verdict, the matter reached the Supreme Court.
Impugned Judgment dated 2-5-2025:
The Division Bench of Bela M. Trivedi and Satish Chandra Sharma, JJ., in Kalyani Transco (supra) rejected JSW’s Resolution Plan on the ground that it was in absolute contravention of the mandatory provisions of IBC and CIRP Regulations. The Court also held that the Resolution Professional had utterly failed to discharge his statutory duties contemplated under the IBC and the CIRP Regulations during the course of entire CIR proceedings of the Corporate Debtor-BPSL. Therefore, the Court declared the impugned judgment passed by the NCLAT in allowing the Company Appeal of JSW and issuing the directions without any authority of law and without jurisdiction as perverse, coram non judice.
In the impugned order, the Court directed the NCLT to initiate the Liquidation Proceedings against the Corporate Debtor-BPSL under Chapter III of the IBC and in accordance with law.
Court’s Assessment in the Present Proceedings:
Aggrieved with the afore-stated decision by the Supreme Court, the present review petition was filed. After perusing the submissions of the counsels, and the impugned verdict in Kalyani Transco (supra), the Court found that there is/are error(s) apparent on the face of the record warranting exercise of review jurisdiction vested in the Supreme Court.
Therefore, recalling the impugned judgment, and stated that all questions of law shall remain open for both parties to argue at the stage of final hearing.
The matter was listed for next hearing on 7-8-2025.
[Punjab National Bank v. Kalyani Transco, R.P.(C) No. 1432/2025, decided on 31-7-2025]
Advocates who appeared in this case :
For Petitioner(s): Mr. Navin Pahwa, Sr. Adv. Ms. Misha, Adv. Mr. Vaijayant Paliwal, Adv. Ms. Charu Bansal, Adv. Mr. Nikhil Mathur, Adv. Ms. Kirti Gupta, Adv. Mr. S. S. Shroff, AOR Mr. Neeraj Kishan Kaul, Sr. Adv. Mr. Gopal Jain, Sr. Adv. Ms. Nandini Gore, Adv. Mr. Rajendra Barot, Adv. Mr. Vivek Shetty, Adv. Mr. Suharsh Sinha, Adv. Ms. Tahira Karanjawala, Adv. Dr. Abhimanyu Chopra, Adv. Ms. Sherna Doongaji, Adv. Ms. Swati Bhardwaj, Adv. Ms. Swati Bharadwaj, Adv. Mr. Shreyas Maheshwari, Adv. Mr. Akarsh Sharma, Adv. Ms. Manvi Rastogi, Adv. Mr. Akilesh Menezes, Adv. Ms. Sharanya Ghosh, Adv. Ms. Mahek Karanjawala, Adv. Mr. Pranav Garg, Adv. Mr. Deepak Joshi, Adv. M/S. Karanjawala & Co., AOR Mr. Tushar Mehta, S.G. Mr. Raunak Dhillon, Adv. Ms. Aishwarya Gupta, Adv. Ms. Isha Malik, Adv. Mr. Anchit Jasuja, Adv. M/S. Cyril Amarchand Mangaldas Aor, AOR
For Respondent(s): Mrs. V. D. Khanna, AOR M/S. Law Associates, AOR Mr. S. S. Shroff, AOR Mr. Pinaki Misra, Sr. Adv. Ms. Nandini Gore, Adv. Ms. Tahira Karanjawala, Adv. Ms. Swati Bhardwaj, Adv. Mr. Shreyash Maheshwari, aDv. Ms. Manvi Rastogi, aDv. Mr. Akarsh Sharma, aDv. Ms. Sharanya Ghosh, Adv. Ms. Mahek Karanjawala, Adv. Mr. Pranav Garg, Adv. M/S. Karanjawala & Co., AOR Ms. Samapika Biswal, AOR Ms. Mehak Kumar, Adv. Mr. Milind Kumar, AOR Mrs. V. D. Khanna, AOR Mr. Sudarshan Lamba, AOR Mr. Arjun Asthana, Adv. Mr. Sidhartha Sharma, Adv. Mr. Nachiket Chawla, Adv. Mr. Arup Banerjee, AOR Mr. Rajiv Agnigotri., Adv. Mr. Shiv Pratap Singh., Adv. Mr. Mukesh Kumar Maroria, AOR Ms. Ranjeeta Rohatgi, AOR Mr. Mayank Kshirsagar, AOR Mr. Dhruv Mehta, Sr. Adv. Mr. S. Qureshi, AOR Ms. Chetna Wagh, Ms. Anchal Kushwaha, Adv. Mr. Nikhil Sabri, Adv. Mr. Diwakar Mahashwari, Adv. Ms. Pratiksha Mishra, Adv. Mr. Mayank Kshirsagar, AOR
