₹22,006 Crore Owed. ₹6.5 Crore Paid. A Majority Vote Made It Legal.

When "Commercial Wisdom" Might Just Be Arithmetic Picture the

moment the Committee of Creditors votes on Subhash Chandra's repayment plan. On one side sit banks holding real, verifiable claims - Axis Bank, IndusInd Bank, LIC Housing Finance, Canara Bank - representing depositors' money.

On the other side sit entities dissenting creditors allege are Chandra's own related parties, holding a combined 61.78% of the vote, plus claims filed on behalf of 1,260 individuals from Chandra's native Haryana that the Resolution Professional admitted without checking how the debts arose.

The math worked out to 80.81% approval. Under the IBC, that percentage is all that was legally required to bind everyone else to a ₹6.5-crore settlement of a ₹22,006-crore debt. The IBC's design deliberately gives the Committee of Creditors wide latitude - courts have repeatedly held that a CoC's "commercial wisdom" is not something a tribunal should second-guess.

That principle exists for good reason: creditors, not judges, are best placed to judge whether a proposed recovery is better than the alternative of a long, costly bankruptcy process with uncertain returns. But that principle assumes the vote reflects genuine, independent commercial judgment.

It does not obviously survive contact with a scenario where the "majority" voting to accept ₹6.5 crore may be substantially composed of the debtor's own associates. This is where the case stops being a technical insolvency dispute and becomes a real ethical dilemma - not a comfortable one with an obvious answer.

Rule strictly by the letter of the law and the 80.81% vote stands: it met the statutory threshold and reopening every approved resolution plan on suspicion of related-party influence would undermine the certainty the IBC was built to provide, discouraging future creditors from participating in good faith.

Rule against the letter of the law in favour of substantive fairness and you protect public-sector depositors from what looks like an engineered evasion - but you also invite every future dissenting creditor to challenge every majority vote as "stacked," eroding the finality that makes the IBC function at all.

The NCLT's actual order threads a narrow path: it approved the plan, but only after excluding the unverified Haryana claims - a partial correction, not a wholesale rejection of the majority's decision. That is itself a judgment call about where legitimate commercial wisdom ends and orchestrated evasion begins and it did not resolve the deeper question of whether the remaining "majority" is genuinely independent.

The honest resolution here is that the law's procedural finality should hold only when its underlying assumption - a genuinely arm's-length majority - actually holds too. Where the evidence of related-party control is as specific and documented as it is in this case, dissenting creditors' fiduciary duty to recover public money deserves more scrutiny than a single tribunal-level exclusion of the most obviously unverified claims.

What is sacrificed either way is real: strict finality risks legitimising debt evasion; deeper scrutiny risks slower, less certain insolvency resolutions for everyone. There is no version of this case where nothing is given up - only a choice about which risk the system is more willing to carry.