The Supreme Court on September 26, 2025, dismissed multiple appeals challenging JSW Steel’s ₹19,700 crore resolution plan for Bhushan Power & Steel Limited (BPSL), affirming the validity of the insolvency process and the Committee of Creditors’ (CoC) commercial decisions.
A three‑judge Bench comprising Chief Justice B.R. Gavai and Justices Satish Chandra Sharma and K. Vinod Chandran said the delay in implementing the plan was not attributable to JSW or the CoC. It upheld several core contentions advanced by the successful resolution applicant. “We have held that the delay is not attributable to CoC or SRA. They have been trying to sort it out and enforce the resolution plan. We have held that CCDs issued by SRA are to be treated as equity. Commercial wisdom cannot be interfered with,” the Court said.
Background and procedural history
JSW was selected as the successful resolution applicant in 2019. The plan was approved by the National Company Law Tribunal (NCLT) in September 2019 and by the National Company Law Appellate Tribunal (NCLAT). The Enforcement Directorate (ED) challenged the implementation, citing alleged money‑laundering linked to BPSL’s former promoters. In May 2025, the Supreme Court initially set aside the approvals and ordered liquidation, but on July 31, it recalled that judgment and reheard the matters after concluding the earlier order might have misapplied settled IBC principles.
Key holdings
The Court validated the CoC’s power to supervise implementation post‑approval and upheld a plan clause permitting the CoC, by the prescribed majority, to extend the implementation timeline. It found that CCDs issued by JSW should be treated as equity, concluding JSW met its upfront infusion commitments. The bench rejected attempts to treat Earnings Before Interest, Taxes, Depreciation and Amortisation (EBITDA) generated during CIRP as a reopened claim against JSW, noting neither the Request for Resolution Plan nor the resolution plan provided for distribution of EBITDA and that allowing such late claims would undermine finality under the Insolvency and Bankruptcy Code.
Promoters and operational creditors had challenged the plan on multiple grounds, including alleged renegotiation, delayed implementation, classification of claims (notably Jaldhi Overseas’ arbitration awards), and the CoC’s authority after NCLT approval. The Court allowed that promoters who are personal guarantors qualify as “persons aggrieved,” but it criticized the promoters’ obstructive conduct during the CIRP and rejected their substantive challenges.
Responses and counsel
Senior Advocate Neeraj Kishan Kaul for JSW emphasized that the company had stepped in to revive a loss‑making business and fulfilled commitments despite attachments and litigation. Senior Advocate Dhruv Mehta for the erstwhile promoters argued that CoC should be functus officio after approval; the Court disagreed. Solicitor General Tushar Mehta represented the CoC. Senior advocates and large teams from leading law firms, including Cyril Amarchand Mangaldas, Shardul Amarchand Mangaldas, AZB & Partners, and Karanjawala & Co. briefed parties.
- Case Details: Kalyani Transco v. M/S Bhushan Power & Steel Limited & Ors. 2025 INSC 1165
- Date of Judgment: 26 September 2025
- Bench: Chief Justice B.R. Gavai, Justice Satish Chandra Sharma, and Justice K. Vinod Chandran
Click HERE for full judgment’
Written by: Tannu Singh
Lawcutor 