NCLT Kolkata Bench Approves Vedanta Limited's Resolution Plan for Incab Industries Ltd, Clearing Path for Revival

Resolution Plan Amounting to Rs. 545 Crores Approved with 91.58% Voting; Extinguishment of Old Claims and Binding Effect on All Stakeholders Declared

In a significant order dated December 3, 2025, the National Company Law Tribunal (NCLT), Kolkata Bench, comprising Shri Labh Singh, Member (Judicial), and Ms. Rekha Kantilal Shah, Member (Technical), approved the resolution plan submitted by Vedanta Limited for the revival of Incab Industries Limited, a corporate debtor undergoing insolvency proceedings.

The Corporate Insolvency Resolution Process (CIRP) for Incab Industries Limited was initiated following a petition by operational creditor Jayanta Banerjee in 2018. After an initial liquidation order passed in 2020 was quashed by the National Company Law Appellate Tribunal (NCLAT) in 2021, the CIRP was reinstated with Mr. Pankaj Kumar Tibrewal appointed as the Resolution Professional (RP).

Vedanta Limited’s resolution plan, submitted in 2022, was approved by the Committee of Creditors (CoC) with an overwhelming majority of 99.37% votes in June 2022, and subsequently by 91.5786% votes in the 34th CoC meeting held in November 2025 after additional affidavits were filed. The plan envisages an upfront infusion of Rs. 545 crores by Vedanta Limited, which includes settlement of insolvency costs, workmen and employees’ dues, and payments to financial creditors, while operational creditors are proposed to receive nil amount due to the company’s financial position. The plan involves capital restructuring including complete reduction of existing equity capital to zero and re-issuance to Vedanta Limited, who will hold 100% equity post-implementation.

The Tribunal noted that the resolution plan complies with all relevant provisions of the Insolvency and Bankruptcy Code (IBC), 2016, including Sections 30 and 31, and applicable regulations. It also acknowledged that the Resolution Applicant is eligible under Section 29A of the IBC and has furnished a performance guarantee of Rs. 54.50 crores to ensure compliance.

Key features of the order include:

• - Binding effect of the resolution plan on all stakeholders including creditors, employees, guarantors, and governmental authorities.
• - Extinguishment of all crystallized and unclaimed liabilities of the corporate debtor as of the date of approval of the plan.
• - Direction to Vedanta Limited to obtain all necessary statutory approvals within one year from the date of the order as per Section 31(4) of the IBC.
• - Clarification that approval of the plan does not waive statutory obligations and such matters remain subject to appropriate authorities.
• - Confirmation that personal guarantors remain liable as per the terms of their guarantees and are not absolved by the resolution plan.
• - The new management stepping in with a clean slate, while the old management remains liable for offences committed prior to CIRP.
• - Grant of certain reliefs such as continuation of tax benefits and exemptions under applicable laws, renewal of licenses, waiver of past non-compliances under certain laws, exemption from stamp duty for the plan implementation, and GST exemptions, subject to legal compliance and approvals from relevant authorities.

The Tribunal further directed the Resolution Professional to hand over all records, premises, and documents to Vedanta Limited to facilitate the company’s revival and discharge the RP from his duties. The moratorium imposed under Section 14 of the IBC was lifted with effect from the date of the order.

The order also dealt with pending interlocutory applications related to the CIRP and declared some of them disposed of or infructuous in light of the approval.

This judgment affirms the sanctity of the resolution plan process under the IBC, reinforcing that the commercial wisdom of the Committee of Creditors, once exercised in accordance with law, is not open to judicial interference. It also reiterates the binding nature of approved resolution plans, providing certainty to creditors and stakeholders, while facilitating the revival of financially distressed companies.

Bottom Line:

Approval of Resolution Plan under IBC binds all stakeholders, extinguishes all claims not included in the plan, and allows assignment of unsustainable debt to Resolution Applicant; statutory and regulatory reliefs subject to law and competent authorities; guarantors’ liabilities not discharged by plan approval.

Statutory provision(s):

• Insolvency and Bankruptcy Code, 2016 - Sections 9, 14, 18, 25, 29A, 30, 31, 32A, 53;
• Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 - Regulations 6, 12, 13, 17, 27, 35, 35A, 36, 36A, 36B, 37, 38, 39, 39(4);
• Companies Act, 2013 - Sections 42, 62(1)(c), 66;
• SARFAESI Act, 2002 - Section 9;
• Income Tax Act, 1961 (referred for tax benefits);
• Industrial Disputes Act, 1947 (mentioned for non-compliances waiver).

Mr. Pankaj Kumar Tibrewal v. Mahendra Bakthawar Shah, (NCLT)(Kolkata Bench) : Law Finder Doc Id # 2817727