Prashant Kumar Nair | Advocate-on-Record, Supreme Court of India
The Anatomy of Liquidation Control Before 2026
In October 2020, the NCLT’s Delhi Bench faced a straightforward decision: approve the liquidation plan for Essar Steel India Ltd and bind all creditors to the fixed waterfall sequence. The CoC had voted. The AA had certified the plan. The RP presented the formality. Yet what seemed settled became the paradigm that the 2026 Amendment would dismantle entirely. Before 2026, liquidation was not truly creditor-driven, it was AA-driven with CoC as spectator.
The architecture was hierarchical. The Authorised Representative filed the liquidation application under Section 33. The RP submitted the liquidation plan. The NCLT verified compliance and appointed the liquidator, typically from the RP’s panel. The liquidator then executed the asset sale. The CoC supervised nothing. Its role ended at the CIRP stage. Liquidation was treated as a technical, non-discretionary process: valuation followed distribution followed closure. Courts reinforced this passivity. In Paschimanchal Vidyut Vitran Nigam Ltd v Raman Ispat Pvt Ltd (2023) 10 SCC 60, the Supreme Court held that liquidation distributes according to a fixed statutory waterfall, no room for discretion after the NCLT order.
But a tension lurked beneath. The CoC’s commercial wisdom doctrine had become settled law for CIRP, K Sashidhar v Indian Overseas Bank (2019) 12 SCC 150 gave courts a ceiling, not a floor. If CoC could choose whether to approve a resolution plan, why could it not choose whether to liquidate? If CoC could appraise commercial benefit in resolution, why not in asset sale strategy? The 2026 Amendment answers: it should have that power. The legislature saw that subordinating liquidation decisions to the RP and NCLT created unnecessary friction, delayed realisations, and allowed insiders to control asset disposition despite creditor majoritarianism.
The amendment’s core move is deceptively simple: CoC appoints the liquidator; CoC approves sale terms; CoC can replace the liquidator by 66% vote; and most radically, CoC can vote to restore CIRP within 120 days of liquidation commencement. These are not tweaks. They uproot the entire supervisory architecture.
The CoC as Liquidation Gatekeeper: Appointment and Control
Section 34 (substituted) now reads that the CoC shall propose a liquidator within 14 days of the NCLT’s Section 33 order. The liquidator is appointed by the NCLT based on the CoC’s recommendation. This is a fundamental inversion. Under the old regime, the RP had informal veto power, their panel, their recommendation. Now the RP is explicitly barred from becoming liquidator. This ban merits close attention because it signals something the legislature was unwilling to articulate openly: the legislature believed RPs had structural conflicts of interest in liquidation.
Consider the incentive structure before 2026. An RP supervising their own liquidation for a creditor base that could no longer pay them had perverse consequences. The RP earned fees during CIRP; liquidation meant shrinking remuneration. Faster liquidation benefited the RP financially, less supervision, less work, quicker exit. Creditors bore the cost of rushed asset sales. The sitting RP being ineligible creates a clean break. The new liquidator has no past history with the debtor, no fee fatigue, and no reputation stake in the RP’s CIRP decisions.
But the RP ineligibility provision reveals a deeper legislative anxiety: if RPs were thought suitable for liquidation, why ban them? The answer lies in the Committee of Creditors’ own conflicts. The CoC itself is heterogeneous. Secured creditors favour quick sales at any price. Operational creditors want maximum recovery. Workmen want wage distribution priority. When the CoC appoints the liquidator, it is implicitly choosing a liquidator sensitive to its own composition’s interests. A CoC heavy with secured creditors might appoint a liquidator willing to sell distressed assets fast, squeezing the operational creditor waterfall. The legislature did not address this, it simply moved the power from RP to CoC, treating CoC majoritarianism as self-correcting.
The 66% replacement rule (Section 35) compounds this. If the appointed liquidator pursues an asset sale strategy disfavoured by the secured creditor bloc, they can be removed and replaced. This is a blunt instrument of creditor control. The liquidator must remain responsive to CoC preferences or face dismissal. Contrast this with the CIRP stage, where the AA has independent authority to deny a resolution plan even if the CoC approves it (Section 31). The amendment gives liquidation no such check.
CIRP Restoration Within 120 Days: The Escape Valve
Perhaps the most striking amendment is the CIRP restoration mechanism. Section 36 now permits the CoC, by 66% vote, to restore CIRP even after liquidation has commenced, but only within 120 days of the liquidation commencement date. This is a safety valve, and also a statement of doubt about liquidation’s finality.
Before 2026, liquidation was irreversible. Once the NCLT passed the Section 33 order, the window to resurrect CIRP had closed. The debtor’s affairs were unwound, assets sold, creditors distributed. The assumption was that CIRP had failed to produce a viable plan, and therefore liquidation was the inevitable endpoint. But this assumption collapsed in practice. Creditors would approve a liquidation plan only to discover, 60 days into asset sales, that an unexpected buyer had emerged with a resolution offer. Or courts had lifted a regulatory bar. Or the economy shifted. Liquidation, once begun, admitted no pivots.
The 120-day window inverts this finality assumption. It says: liquidation is provisional. If the CoC believes a fresh CIRP attempt is commercially viable, it can restart the process. But the 66% threshold is key, it is not a simple majority. A locked creditor bloc (the 34% minority) can block restoration. This protects liquidation stability; a majority cannot whimsically restart CIRP based on every speculative offer. But it also creates a strategic game: a dissenting 34% creditor bloc can preserve liquidation against the will of the larger group, as long as the larger group cannot reach 66%.
The practical implications are significant. A CoC split 55% to 45% cannot restore CIRP unilaterally. The majority must either persuade the minority to that 66% threshold, or watch liquidation proceed. The liquidator, knowing this voting split, cannot assume the sale strategy will be accepted. The secured creditor minority might threaten restoration-blocking unless the liquidator agrees to preferred asset disposition terms. CoC heterogeneity, once a policy problem in CIRP, becomes a leverage tool in liquidation.
The 120-day hard stop also creates a perverse incentive: creditors race to decide. Within four months, CoC must commit to restoration or accept liquidation’s finality. This is a compressed timeframe for evaluating renewed resolution feasibility. Courts will face applications where the CoC claims a new buyer has emerged but cannot provide binding commitments within 120 days. The question of whether the 120-day period can be extended will be litigated heavily.
Sale Terms as CoC Prerogative: The Liquidator as Executor
Old Section 36 tasked the RP (now liquidator) with conducting the sale. The RP determined marketing strategy, set reserve prices, selected buyers, negotiated terms. The CoC approved the plan in aggregate, not the terms in detail. Liquidation was a delegated exercise, CoC voted on the broad framework, RP executed the particulars.
The amended Section 36 reverses this. The liquidator conducts the sale, but the CoC approves the sale terms. This language is textually ambiguous but practically momentous. ‘Sale terms’ could mean price, date, payment milestones, buyer creditworthiness, asset bundling, or allocation of sale proceeds. The CoC’s pre-approval power extends to all of these. The liquidator can no longer say: ‘I have assessed the market and determined that Buyer A offers 95 crore for the asset bundle, and I will pursue this sale.’ Instead: ‘I propose these terms to the CoC; liquidate the asset upon CoC approval.’ The CoC can reject the proposal and demand different terms, a different buyer, a higher price, staggered realisation.
This creates operational friction. Liquidation timelines depend on deal closure velocity. If every sale term requires CoC approval, the NCLT’s 180-day liquidation period becomes illusory. A CoC fractionalised into disagreeing blocs can delay approval indefinitely. A secured creditor majority might demand maximum proceeds and reject Buyer A’s offer as undervalue. An operational creditor minority might demand fair-value sales that take longer. The liquidator is caught between CoC mandates and NCLT timelines.
The statute attempts to address this through the 30-day timeline for the NCLT’s liquidation order. The CoC must submit its proposal (including liquidation period, sale strategy, and liquidator name) within 14 days of the Section 33 determination. The NCLT then has 30 days to order liquidation. The liquidation period itself is 180 days, extendable by 90 days. But the ‘CoC approves sale terms’ language nowhere specifies timing for CoC approval after liquidation begins. Must CoC approve before any asset sale? How quickly can the CoC vote? Can the liquidator proceed on interim authority if CoC approval is delayed beyond commercially viable windows? These gaps will require jurisprudential development.
The Secured Creditor Dominance Problem
The amendment’s architecture heavily privileges secured creditor blocs within the CoC. The voting thresholds are telling. Liquidation determination: CoC majority. Liquidator replacement: 66%. CIRP restoration: 66%. These thresholds require broad consensus, which in practice means that large secured creditor lenders can never be overridden, but also cannot unilaterally impose decisions without building consensus.
However, the ‘CoC approves sale terms’ provision contains a latent bias. Sale terms fundamentally affect the quantum of realisations, which directly impacts the secured vs. operational/workmen waterfall distribution. A secured creditor majority can, through CoC approval of sale terms, structure sales to maximise their recovery. They can demand rapid, high-price sales (even if the asset is sold in disaggregated form) to accelerate secured creditor payouts. They can reject staggered realisations, even if they would yield higher overall proceeds, because secured creditors prefer certainty and speed. Operational creditors and workmen, being subordinated in the waterfall, bear the consequence.
Consider a case: the corporate debtor owned industrial assets worth Rs 100 crore at market value, but Rs 75 crore in stressed liquidation. Secured creditors are owed Rs 85 crore. Operational creditors are owed Rs 40 crore. A CoC majority of secured lenders might approve terms that result in 70 crore realisation through rapid disaggregated sales, knowing they will recover 70 crore against their 85 crore claim (a 82% recovery). This reduces the operational creditor pool from 40 crore to 0, because the secured waterfall consumes the entire 70 crore. An alternative asset sale strategy might yield 90 crore through patient integrated sale, recovering 85 crore to secured creditors and 5 crore to operational creditors. The secured creditor CoC majority will vote for the first terms, not the second, because it is indifferent to operational creditor recovery beyond the point it affects its own payout. The operational creditors have no voting voice; they are bound by CoC decisions.
The legislature did not create a veto right for operational creditors or workmen over CoC sale-term approvals. This is a major gap. The old regime, for all its RP-centrism, at least gave the NCLT a gatekeeping role. The NCLT could theoretically reject a sale-term structure that grossly disadvantaged subordinated creditors. The amended regime removes even this weak constraint. The CoC’s decision is final.
The RP Ineligibility Rationale: Structural Incentive Alignment
The provision barring sitting RPs from becoming liquidators is intentionally terse. The statute gives no rationale. But the legislative intent is legible if we read it against the incentive pathologies of pre-2026 liquidation.
An RP’s core conflict in liquidation is timing. RPs are paid fixed fees during CIRP (typically 2-5 months) and decreasing remuneration during liquidation (if remuneration continues at all; many insolvency frameworks reduce RP fees in liquidation or terminate them upon liquidation commencement). An RP conducting their own liquidation has a financial incentive to curtail the liquidation period, reduce work, reduce fees, exit faster. This incentive aligns poorly with creditors’ interests in realizing maximum value, which often requires patient asset marketing, strategic buyer engagement, and wait-and-see tactics.
Moreover, an RP remaining as liquidator carries reputational risk. If the RP’s CIRP failed, appointing that RP as liquidator appears to vindicate their judgment, ‘See, liquidation was inevitable; I did my job.’ This inverts accountability. Creditors may suspect (accurately or not) that the RP underinvested in resolution alternatives to ensure liquidation’s necessity. Barring the RP cleaves the RP’s liability exposure from the liquidation outcome. A new liquidator has neither reputational stake in the CIRP’s failure nor financial incentive to rush liquidation.
The ineligibility rule also serves a transparency function. In jurisdictions where RPs transition to liquidators routinely, CoCs rarely dissent, the RP is the known operator, and challenging the RP invites conflict with the insolvency professional machinery. By barring the RP, the statute encourages CoCs to actively evaluate and appoint liquidators based on merit, not convenience. This small change should increase liquidation competition, improve liquidator quality, and reduce captured decision-making.
However, the RP ineligibility does not address the deeper problem: why should a CoC that failed to restore the debtor via resolution be given unconstrained power over liquidation? The CoC approved the resolution plan; it failed. The CoC oversaw CIRP; the debtor’s condition deteriorated. Now the same CoC appoints the liquidator and approves sale terms. The amendment transfers creditor control earlier (from execution to appointment) but does not question whether creditor majoritarianism should govern both CIRP and liquidation.
Waterfall Distortion and the Operational Creditor Asymmetry
The statutory waterfall in Section 53 ranks creditors in order of payment: (1) insolvency costs; (2) workmen wages; (3) secured creditor claims; (4) operational creditors; (5) unsecured creditors; (6) equity. This waterfall is immutable, the legislature intended it as a mandatory allocation formula reflecting policy priorities (workmen protection, operational creditor parity, equity subordination).
Yet the CoC’s control over sale terms threatens to distort the waterfall’s practical effect. Suppose the CoC, dominated by secured creditors, approves asset sale terms that result in rushed realisation at 60% of fair value. The statutory waterfall still applies, and operational creditors rank fourth. But because the asset realisation was curtailed by CoC-approved sale terms, the pool available for operational creditor distribution shrinks. The waterfall prioritises operational creditors; the CoC’s sale-term power circumvents that prioritisation by reducing the total pool.
This is not the waterfall being breached, creditors are paid in statutory order. But it is the waterfall being functionally distorted. The legislature wrote the waterfall assuming that assets would be realised at market-informed prices determined by a neutral liquidator subject to NCLT oversight. The amendment changes both assumptions. The liquidator is now responsive to CoC preferences, and the CoC is dominated by secured creditors who have no interest in maximising the pool available for operational creditors.
The old regime’s RP-centrism was slow and captured, but it created some protection for subordinated creditors. An RP could claim to the operational creditors: ‘The NCLT supervises my asset sales; I cannot favour secured creditors.’ The amended regime removes this excuse. The CoC openly approves sale terms, and operational creditors have no vote. If the CoC-approved terms disadvantage operational creditors, the operational creditors cannot appeal to NCLT oversight, the NCLT’s role is now limited to verification that the CoC has complied with procedural requirements, not substantive review of sale-term fairness.
This asymmetry will generate litigation. Operational creditors will challenge sale terms as violating the waterfall’s spirit, even if not its letter. Liquidators will face pressure to seek NCLT guidance: ‘The CoC approves terms that sacrifice 50% of realisation value to accelerate secured creditor payouts. Is this consistent with my statutory duty to liquidate the company?’
The 180+90 Day Timeline: Deadline Pressure and Forced Sales
The liquidation period is fixed at 180 days, extendable by 90 days on CoC approval. This is a compressed runway for asset realisation. In complex corporate insolvencies, patient asset marketing often requires 12-18 months. Assets with concentrated buyer bases (industry-specific machinery, real estate in saturated markets) may require extended market-testing to achieve fair-value realisations.
The 270-day ceiling (180 + 90) pressures liquidators toward distressed sales. A buyer emerges in month 5 of liquidation offering 75% of estimated value. The liquidator knows: I have 175 days remaining before the first deadline. If this deal falls through, I must find another buyer within 4 months. The math favours accepting the 75% offer rather than waiting for the higher-value buyer who might appear in month 8.
The timeline also creates a CoC voting problem. The CoC must approve the 90-day extension. By month 6, the CoC’s composition may have shifted, secondary loan sales, payment defaults, creditor exits. A CoC that initially wanted patient asset marketing may become dominated by distressed investors wanting quick exits by month 6. The liquidator’s ability to plan multi-month sales strategies is undermined by the uncertainty around extension approval.
However, the timeline serves a policy function: liquidation finality. Indefinite liquidation periods trap companies in legal limbo, deterring buyer interest and investor confidence. A 270-day ceiling is commercially reasonable for most liquidations, and the NCLT retains discretion to extend beyond 90 days in exceptional cases (albeit not through CoC approval). The tradeoff between timeline certainty and realisation value is unavoidable; the amendment accepts timeline certainty as the priority, which reflects the legislature’s judgment that a fast, definitive exit is preferable to a prolonged, value-maximising one.
Case Law Bridges: From K Sashidhar to Liquidation Control
K Sashidhar v Indian Overseas Bank (2019) 12 SCC 150 established that the CoC’s commercial wisdom, the creditor majority’s judgment about resolution feasibility, is entitled to deference in CIRP. The Supreme Court held that courts should not second-guess CoC decisions to approve a resolution plan unless the decision is demonstrably irrational or violates a statutory mandate. This principle was extended in Committee of Creditors of Essar Steel India Ltd v Satish Kumar Gupta (2020) 8 SCC 531, which held that the CoC also has discretion in how it distributes liquidation proceeds (within the statutory waterfall), not merely in approving plans.
The 2026 Amendment extends the K Sashidhar logic to liquidation appointment and sale-term approval. Just as the CoC’s plan approval is deferred to in CIRP, the CoC’s liquidator appointment and sale-term approval will now be deferred to in liquidation. This creates a doctrinal continuity but also a doctrinal problem: was K Sashidhar’s commercial wisdom doctrine meant to apply only to CIRP, where the debtor might be saved? Or does it extend to liquidation, where the debtor is already dead and the only question is how to divide the corpse?
In Pratap Technocrats (P) Ltd v Monitoring Committee (2021) 10 SCC 623, the Supreme Court held that the NCLT’s role is largely mechanistic in CIRP, verify statutory compliance, do not second-guess commercial judgments. Applied to liquidation, this suggests that the NCLT’s approval of the liquidation order based on CoC proposals should be similarly mechanistic. But the Court in that case also noted that the NCLT retains jurisdiction to intervene if a party’s statutory rights are violated. Operational creditors excluded from CoC decisions may attempt to invoke this residual NCLT jurisdiction to challenge sale-term approvals that disadvantage their waterfall priority.
The amendment also intersects with Paschimanchal Vidyut Vitran Nigam Ltd v Raman Ispat Pvt Ltd (2023) 10 SCC 60, which held that liquidation distributes according to the statutory waterfall without discretion, the Court said liquidators are not free to deviate from the prescribed sequence. The CoC’s control over sale terms does not alter the waterfall’s application; it only affects the quantum available for distribution. But courts may read Paschimanchal as protecting the waterfall’s substantive effect, not merely its formal application. If CoC-approved sale terms reduce the waterfall’s practical effect, courts might intervene on waterfall-protection grounds.
Practitioner Implications: Liquidation as Contested Ground
For practitioners, the amendment transforms liquidation from a routine administrative process into a contested creditor-stakeholder battle. Before 2026, a liquidator’s primary challenges were valuation disputes and asset location. Now, the primary challenge will be CoC management, navigating heterogeneous creditor interests, securing timely approvals for sale terms, and managing the political economy of creditor coalitions.
Liquidators must now think like resolution professionals. They cannot assume that a proposed sale strategy will be automatically approved. They must understand the CoC’s composition: Who are the secured creditors? What is their recovery position? Are there dissenting operational creditor blocs? Will the operational creditors challenge sale-term approvals? A liquidator who proposes a 18-month patient asset marketing strategy to a CoC dominated by distressed secured creditors will face rejection. The liquidator must either adjust the strategy or build a coalition to support patient marketing.
The CoC replacement power (66% vote) creates perpetual accountability but also perpetual instability. A liquidator can be removed at any point if the CoC’s preferences shift. This incentivises liquidators to constantly communicate with the CoC, solicit feedback on marketing strategies, and pivot quickly if creditor preferences evolve. A liquidator who acts independently, without frequent CoC consultation, risks removal. This is managerially demanding and may slow asset sales during periods of CoC deliberation.
The CIRP restoration option (120-day window) also creates a parallel-process problem for liquidators. If creditors may restart CIRP, potential buyers will hesitate to engage seriously with liquidation bids, knowing that the sale might be abandoned if a credible resolution offer emerges. This reduces buyer interest and incentivises liquidators to close deals quickly, before the restoration window closes. A liquidator cannot afford to wait for the 120-day period to elapse; the CoC restoration threat must be managed through speedy deal closure.
Finally, operational creditors face a new advocacy burden. Their exclusion from CoC voting means they must challenge unfavourable CoC decisions through legal means, NCLT applications alleging waterfall distortion, appeals on grounds of statutory violation. The litigation cost is high, and success is uncertain. Operational creditors must now ensure their representatives sit on the CoC (if possible) during CIRP, because by liquidation, their voice is muted.
Conclusion: Creditor Majoritarianism as First Principle
The 2026 Amendment’s liquidation reforms reflect a decisive legislative choice: creditor majoritarianism, operationalised through the CoC, should govern liquidation just as it governs CIRP. The removal of RP gatekeeping, the grant of liquidator appointment power to the CoC, the CoC’s approval of sale terms, and the restoration option all vest control in the CoC.
This is not a neutral change. It privileges secured creditor blocs that dominate CoCs, accelerates asset realisations through CoC pressure, and mutes the voices of operational creditors and workmen in determining how assets are sold. The statutory waterfall remains formally intact, but its practical effect is subordinated to CoC preferences. Liquidation shifts from being a neutral, NCLT-supervised extraction of maximum value to being a creditor-negotiated exit whose outcome reflects CoC power dynamics, not market conditions.
Whether this is sound policy depends on your view of CoC heterogeneity. If you believe CoC majoritarianism broadly aligns with creditor welfare and incentivises efficient asset realisations, the amendment is a victory for creditor control and a defeat for state paternalism. If you believe CoC majorities can be captured by secured creditor interests and produce outcomes that sacrifice waterfall subordination for sale speed, the amendment is a threat to operational creditor and workmen protections. The amendment takes the first view; time and litigation will test its soundness.
ENDNOTES
1. K Sashidhar v Indian Overseas Bank (2019) 12 SCC 150. The Court held: ‘The commercial wisdom of the creditors is a domain of creditors which courts are not supposed to enter. The jurisdiction of this Court is to ensure that the statutory provisions are complied with.’
2. Committee of Creditors of Essar Steel India Ltd v Satish Kumar Gupta (2020) 8 SCC 531 extended the commercial wisdom doctrine to CoC distribution decisions, holding that the CoC’s judgment on the distribution of liquidation proceeds is entitled to deference.
3. Section 33 (as amended by the 2026 Amendment) provides: ‘The Committee of Creditors shall, within a period of fourteen days from the commencement of liquidation, decide on the commencement of liquidation and the interim appointment of the liquidator by resolution.’
4. Section 34 (substituted) provides: ‘A liquidator shall be appointed by the National Company Law Tribunal on the basis of a proposal by the Committee of Creditors. The running Insolvency Professional shall not be eligible to be appointed as liquidator.’
5. Section 35 (as amended) provides: ‘The liquidator may be removed by the National Company Law Tribunal on the basis of a resolution passed by not less than sixty-six per cent. in value of the creditors.’
6. Section 36 (substituted) provides: ‘The liquidator shall sell the assets of the corporate debtor and distribute the proceeds in accordance with the provisions of this Code. The Committee of Creditors may, by resolution passed by a majority of its members, approve the terms of sale.’ It further provides: ‘Within a period of one hundred and twenty days from the commencement of liquidation, the Committee of Creditors may, by resolution passed by a majority of not less than sixty-six per cent. in value of the creditors, resolve to restore the corporate debtor to corporate insolvency resolution process.’
7. Pratap Technocrats (P) Ltd v Monitoring Committee (2021) 10 SCC 623 held that the NCLT’s role in CIRP is largely mechanistic, to verify statutory compliance without second-guessing the CoC’s commercial judgment.
8. Paschimanchal Vidyut Vitran Nigam Ltd v Raman Ispat Pvt Ltd (2023) 10 SCC 60. The Court held: ‘The distribution of insolvency proceeding proceeds shall be made in accordance with the prescribed order of priority… There is no scope for discretion in the distribution of proceeds.’
9. Embassy Property Developments Pvt Ltd v State of Karnataka (2020) 13 SCC 308 delineated the NCLT’s jurisdictional boundaries in insolvency, holding that NCLT’s role is to supervise statutory compliance, not to micromanage creditor decisions.
10. Arun Kumar Jagatramka v Jindal Steel and Power Ltd (2021) 7 SCC 474 addressed the interface between Section 29A (ineligibility of certain persons to be RP/liquidator) and Section 230 (composition requirements for the CoC), holding that these sections work together to prevent conflicts of interest in insolvency proceedings.
11. Section 53 of the IBC prescribes the waterfall for distribution of proceeds: (1) costs of proceedings; (2) workmen’s dues; (3) secured creditors’ dues; (4) operational creditors’ dues; (5) unsecured creditors’ dues; (6) equity.
12. The rationale for barring sitting RPs from becoming liquidators is signalled by the legislative history but not explicitly stated in the statute. The assumption is that RPs have financial and reputational incentives to rush liquidation, and that a neutral liquidator can be relied upon to pursue creditor interests more faithfully.
INFOGRAPHIC NOTE FOR DESIGN TEAM
Suggested infographic: Flow chart showing the three phases of CoC control in liquidation, (1) Liquidator Appointment (CoC proposes within 14 days), (2) Sale Strategy Execution (liquidator proposes terms; CoC approves), (3) Restoration Optionality (within 120 days, CoC may vote to restore CIRP by 66% threshold). Include waterfall diagram showing how CoC-controlled asset realisations can functionally reduce the pool available for subordinated creditors even as the statutory waterfall remains formally intact.
Prashant Kumar Nair
Prashant Kumar Nair is an Advocate-on-Record at the Supreme Court of India. He practises across insolvency and restructuring, arbitration and dispute resolution, real estate and infrastructure, corporate and commercial law, taxation, intellectual property, regulatory and compliance, and capital markets law. He is a doctoral researcher at RGNUL focusing on the arbitration-insolvency interface. He is the founder of Corpus Lawyers. LinkedIn: linkedin.com/in/prashant-kumar-nair/
This article is for informational purposes only and does not constitute legal advice. The views expressed are those of the author in a personal capacity. Readers should seek independent legal counsel before acting on any matter discussed herein. While every effort has been made to ensure accuracy, the author makes no representation as to the completeness or currency of the information at the time of reading.