--- title: "SC: Successful Resolution Applicant Cannot Withdraw From A COC-approved Resolution Plan" date: 2026-06-27 author: "King Stubb & Kasiva" url: https://ksandk.com/newsletter/withdrawal-from-coc-approved-resolution-plan/ --- # SC: Successful Resolution Applicant Cannot Withdraw From A COC-approved Resolution Plan Posted On - 27 June, 2026 • By - King Stubb & Kasiva **BEFORE THE HON’BLE SUPREME COURT OF INDIA** ***Sanjay Dave v. Andhra Bank Ltd. & Ors.*** **Civil Appeal Nos. 12264–12266 of 2024** **Judgment Dated: May 27, 2026** The Supreme Court, in *Sanjay Dave v. Andhra Bank Ltd. & Ors.*, addressed whether a Successful Resolution Applicant can avoid implementing a Resolution Plan after it has been approved by the Committee of Creditors. The decision reinforces the principles laid down in *Ebix Singapore* and underscores the need for certainty and finality in the insolvency resolution process. ## Summary The Supreme Court held that a **Successful Resolution Applicant (“SRA”)** cannot avoid implementation of a Resolution Plan after it has been approved by the Committee of Creditors (“CoC”) by contending that the Letter of Intent (“LoI”) contains conditions which were already known to and accepted by it during the Corporate Insolvency Resolution Process (“CIRP”). Upholding the forfeiture of the Earnest Money Deposit (“EMD”) and the subsequent liquidation of the Corporate Debtor, the Court reiterated that the **Insolvency and Bankruptcy Code, 2016 (“IBC”)** does not permit withdrawal, renegotiation, or modification of a Resolution Plan after it has received CoC approval. ## Facts of the Case 1. **Oracle Home Textiles Limited** was admitted into CIRP and the Appellant, being a promoter of the Corporate Debtor, submitted a Resolution Plan. 2. The Resolution Plan was approved by the CoC with a **voting share of 99.90%**. 3. The Resolution Professional subsequently issued a Letter of Intent, which recorded that approval of the Resolution Plan was subject to the outcome of pending proceedings filed by certain prospective resolution applicants. 4. The Appellant refused to accept the LoI, contending that it was “conditional” and inconsistent with the approved Resolution Plan. 5. The Appellant also objected to a clause providing that any liability arising from **pending employee-related litigation** would be borne by the Successful Resolution Applicant. 6. Since the Appellant neither accepted the LoI nor furnished the Performance Bank Guarantee, the Resolution Professional forfeited the EMD. 7. Following failure of implementation of the Resolution Plan, the CoC resolved to **liquidate the Corporate Debtor**. ## Issues Before the Court 1. Whether the LoI issued by the Resolution Professional was **conditional** in nature. 2. Whether the Appellant was justified in refusing to accept the LoI and furnish the Performance Bank Guarantee. 3. Whether **forfeiture of the EMD** and liquidation of the Corporate Debtor were valid. ## Judgment ### Reference to Pending Proceedings Did Not Render the LoI Conditional The Court held that the mere fact that the LoI referred to pending proceedings involving prospective resolution applicants did not make it conditional. Any judicial order passed in those proceedings would **bind the parties irrespective** of whether the LoI expressly recorded the same. ### Successful Resolution Applicant Was Aware of All Relevant Risks The Appellant had actively participated in CoC meetings where the pending proceedings and associated risks were discussed in detail. Consequently, the Appellant could not subsequently contend that the LoI imposed **unforeseen obligations**. ### Employee Litigation Clause Reflected an Accepted Commercial Arrangement The Court found that the Appellant had accepted the allocation of liabilities arising from pending employee and worker disputes during the CIRP process. Such **allocation of risk** formed part of the commercial framework of the Resolution Plan. ### Doctrine of Acquiescence Applied Against the Appellant Having participated in the resolution process, accepted the benefits of approval of his Resolution Plan, and raised objections only thereafter, the Appellant was held to have **acquiesced** to the relevant conditions. ### A Party Cannot Approbate and Reprobate The Court reiterated that a litigant cannot simultaneously accept and reject the same transaction. The Appellant could not seek the benefits of being declared the successful resolution applicant while **repudiating obligations** arising from the approved Resolution Plan. ### Withdrawal From a CoC-Approved Resolution Plan Is Impermissible Relying on *Ebix Singapore Pvt. Ltd. v. Committee of Creditors of Educomp Solutions Ltd.*, the Court reaffirmed that the IBC does not permit **withdrawal, modification or renegotiation** of a Resolution Plan after approval by the CoC. ### Forfeiture of EMD Was Valid Since the Appellant failed to accept the LoI and furnish the Performance Bank Guarantee despite repeated opportunities, the Resolution Professional was justified in **forfeiting the Earnest Money Deposit** in terms of the RFRP. ### Liquidation of the Corporate Debtor Was Justified Following failure of implementation of the Resolution Plan and expiry of the CIRP timeline, the CoC was entitled to resolve upon **liquidation under Section 33** of the IBC. ## Analysis and Implications This judgment strengthens the **finality of the CIRP framework** by making it clear that successful resolution applicants cannot seek to revisit commercial assumptions after obtaining CoC approval. The Court has reinforced that the insolvency process is designed to achieve certainty and timely resolution, and that attempts to indirectly withdraw from approved Resolution Plans will not be countenanced. The ruling is likely to provide greater confidence to **financial creditors and resolution professionals** in the enforceability of approved plans. *Last Updated on 27 June, 2026* --- ## Office Locations - [New Delhi](https://ksandk.com/locations/top-corporate-law-firm-in-delhi/) (HQ): +91-11-41318190 | info@ksandk.com - [Mumbai](https://ksandk.com/locations/top-corporate-law-firm-in-mumbai/): 3 offices (Nariman Point, Lower Parel, Andheri) | mumbai@ksandk.com - [Bangalore](https://ksandk.com/locations/top-corporate-law-firm-in-bangalore/): bangalore@ksandk.com - [Chennai](https://ksandk.com/locations/chennai/): chennai@ksandk.com - [Hyderabad](https://ksandk.com/locations/hyderabad/): hyderabad@ksandk.com - [Pune](https://ksandk.com/locations/pune/): pune@ksandk.com - [Kochi](https://ksandk.com/locations/kochi/): kochi@ksandk.com ## Contact - [Contact Page](https://ksandk.com/contact-us/) - General: info@ksandk.com | +91-11-41318190 - WhatsApp: +91-7428567444 - [Privacy Statement](https://ksandk.com/privacy-statement/) - [Terms of Use](https://ksandk.com/terms-of-use/)