NCLT Kochi: Dissenting Financial Creditor Cannot Intervene Post Approval of Resolution Plan

April 17, 2026 : The National Company Law Tribunal (NCLT), Kochi Bench, has held that a dissenting financial creditor has no locus to intervene in disputes between the Successful Resolution Applicant (SRA) and the Resolution Professional (RP) once a resolution plan has been approved. The Tribunal reaffirmed that such approval renders the plan binding on all stakeholders under the Insolvency and Bankruptcy Code, 2016.

The ruling came in a matter involving Kerala Financial Corporation, which sought to be impleaded in proceedings related to the implementation of the approved resolution plan of Samson and Sons Builders and Developers Pvt. Ltd. The application was dismissed by a Bench presided over by Judicial Member Vinay Goel.

The Corporate Insolvency Resolution Process (CIRP) against the corporate debtor commenced on November 3, 2021, following admission of a petition. A Resolution Professional was appointed on January 10, 2022. Subsequently, a resolution plan concerning the “Sharon Hills” project was approved by the Committee of Creditors (CoC) with a 71.30% majority, despite dissent from Kerala Financial Corporation, which held a 19.48% voting share. The plan was later approved by the Tribunal on December 20, 2024.

Challenging the approval, the dissenting creditor filed an appeal before the National Company Law Appellate Tribunal (NCLAT), Chennai, though no stay was granted. During the implementation phase, the SRA approached the Tribunal seeking removal of certain impediments. At this stage, Kerala Financial Corporation filed an application seeking impleadment in those proceedings.

Opposing the move, the SRA argued that the application was an attempt to delay execution of the approved plan. The Tribunal accepted this contention, observing that the applicant was seeking to “slow down the post-approval process,” which could not be permitted.

Clarifying the legal position, the Tribunal held that once a resolution plan is approved, it becomes binding on all stakeholders, including dissenting financial creditors. Such creditors cannot enforce independent contractual rights outside the plan or interfere in matters between the SRA and the RP. The Bench emphasized that challenges to the commercial wisdom of the CoC are limited and must fall within statutory grounds.

Relying on the appellate ruling in Union of India v. Oriental Bank of Commerce, the Tribunal reiterated that impleadment is discretionary and permissible only when the applicant is a necessary or proper party. In the present case, it found no justification for impleadment.

Holding that the applicant was neither a necessary nor a proper party, the Tribunal dismissed the application. It also imposed costs of ₹5,000, directing the amount to be deposited with the National Defence Fund within 15 days, along with filing of a compliance memo.