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When Assets Surface Mid-CIRP: Why the NCLAT Ordered a Fresh Form G in Masatya Technologies
A resolution plan is a bid for a defined pool of assets. Bidders price what the information memorandum discloses. If assets of significant value are added to that pool after bids have been received — recovered in litigation, or simply discovered — the bid that won was a bid for something smaller than what is now on offer. The National Company Law Appellate Tribunal (“NCLAT”) addressed that situation in Masatya Technologies Pvt. Ltd…, in a decision concerning Form G in IBC proceedings.
What Form G Does?
Form G, prescribed under Regulation 36A of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016, is the invitation for expressions of interest in the corporate insolvency resolution process (“CIRP”). Its publication starts the competitive stage: prospective resolution applicants come forward, the resolution professional tests their eligibility, a provisional and then a final list is drawn up, the request for resolution plans and evaluation matrix are issued, and plans are submitted for the committee of creditors (“CoC”) to consider.
The information memorandum prepared under Section 29 of the Insolvency and Bankruptcy Code, 2016 (“IBC”) read with Regulation 36 is the factual basis on which applicants bid. It must set out the assets and liabilities, financial statements and other particulars specified in the regulation.
The Decision
Valuable properties came to be added to the assets of the corporate debtor after the process had advanced. The CoC resisted a fresh process. The Appellate Tribunal did not accept that position, holding, as reported, that where value has been added to the assets of the corporate debtor, the submission that a fresh process need not start cannot be accepted, and affirming the Adjudicating Authority’s direction that Form G be republished so that prospective resolution applicants could take the enhanced asset base into account and submit revised or fresh expressions of interest.
The rationale is straightforward. If the assets were not reflected in the information memorandum, the enterprise value against which plans were evaluated may have been understated. Maximisation of the value of the corporate debtor’s assets is the first of the objects recited in the long title to the Code, and the Supreme Court has repeatedly treated it as the Code’s central purpose, for instance in Swiss Ribbons Pvt. Ltd. v. Union of India, (2019) 4 SCC 17. A process that distributes an enlarged asset base on a price set for a smaller one serves neither that object nor the creditors whose recoveries depend on it.
The Countervailing Consideration
Reopening a completed bidding round is not costless. The Supreme Court has warned against treating the CIRP as an endless process: in M/s RPS Infrastructure Ltd. v. Mukul Kumar, 2023 INSC 816, it observed that the pendency of approval proceedings does not mean the plan can go back and forth; and in Ebix Singapore Pvt. Ltd. v. Committee of Creditors of Educomp Solutions Ltd., (2022) 2 SCC 401, it held that a successful applicant cannot withdraw or modify a submitted plan, because the process must retain finality.
The reconciliation lies in the reason for reopening. A fresh Form G because the asset pool itself has changed is not the same as a fresh Form G because the CoC prefers a different bidder or because an applicant wants to renegotiate. The first goes to the integrity of the information on which every bid rested; the second does not.
A related line of authority has developed where assets were not disclosed or not valued at all. The NCLAT has in later matters directed fresh valuation and a reinitiated process where non-disclosure of assets by the resolution professional was found to have vitiated the CIRP, treating the defect as one of material irregularity under Section 61(3)(ii) rather than as a matter of commercial judgment.
Where the 2026 Amendments Fit
The Insolvency and Bankruptcy Code (Amendment) Act, 2026 (Act 6 of 2026), in force in the relevant respects from 26 May 2026, affects this area in several ways:
- Section 5(26), by a new Explanation, confirms that a resolution plan may provide for the sale of one or more assets, through one or more plans — which gives a CoC facing a newly added asset an option short of restarting the whole process.
- Section 30(4) requires the CoC to record reasons for approving a resolution plan. A decision not to revisit the process after a material change in the asset base is now a decision that must be reasoned on the record.
- Section 31(2) carries a proviso permitting the Adjudicating Authority to give notice to the CoC to rectify defects before rejecting a plan, and Section 31(2A) requires a decision on a plan within thirty days, with reasons recorded for any delay.
- Section 25(2)(j) and Section 26 confirm that applications in respect of avoidance and fraudulent or wrongful trading transactions survive the completion of the CIRP or liquidation, so recoveries from such applications need not hold up the process itself.
- Section 61(6) requires the NCLAT to dispose of appeals within three months, which limits the period for which a reopened process remains in doubt.
Practical Points
For resolution professionals.The information memorandum should be revisited whenever the asset position changes materially, and the change should be placed before the CoC with the options — republication of Form G, a supplementary invitation, or a plan confined to the added asset — set out and minuted.
For committees of creditors. Resistance to a fresh process is likely to be tested against the reasons recorded under Section 30(4). Speed is a legitimate consideration, but it is weighed against value.
For resolution applicants. A bid should identify the disclosed asset base on which it is priced. An applicant whose plan has been approved by the CoC has no vested right to have it approved by the Adjudicating Authority, and a material change in the underlying assets is a recognised ground for the process to be revisited.
For creditors generally. Where assets appear to be missing from the information memorandum, the objection should be raised while the process is live. Once a plan is approved, Section 31(6) extinguishes prior claims, subject to the transitional and saving provisions, and the scope for reopening narrows sharply.
FAQ
Can Form G be republished if new assets are discovered during CIRP?
Yes. In Masatya Technologies, the NCLAT upheld republishing Form G where valuable assets were added after the process had advanced.
Why may a fresh Form G be required?
If the asset base materially increases after bids are submitted, prospective resolution applicants should have an opportunity to price the enhanced asset pool.
Does every newly discovered asset require a fresh CIRP process?
Not necessarily. The 2026 amendments provide additional mechanisms for dealing with assets without automatically restarting the entire process.
Can the CoC refuse to reopen the bidding process?
The CoC may consider the costs and consequences of reopening, but its decision should be supported by reasons, particularly where the asset base has materially changed.
What should a resolution professional do when new assets are identified?
The resolution professional should update the information memorandum and place the material change and available options before the CoC for a reasoned decision.
Legal Information Disclaimer
This article provides general information about Indian law as it stood on 16 September 2026. It is not legal advice, and reading it does not create an advocate–client relationship. Statutes, rules and judicial interpretations change, and their application depends on the facts of each matter. Readers should consult the current official text of the laws and judgments cited and should not act on this information without advice specific to their circumstances. This article is published for legal awareness and education and is not intended to advertise or solicit professional work.
Sources / Authorities
- Masatya Technologies Pvt. Ltd. v. Amit Agarwal, RP for Vistar Construction Pvt. Ltd. & Anr., Company Appeal (AT) (Insolvency) No. 1688 of 2023, NCLAT, New Delhi, 26 December 2023 — summary, IBC Laws; fortnightly summary, Argus Partners
- Insolvency and Bankruptcy Code, 2016 — Sections 5(26), 25, 26, 29, 30, 31, 61 (as amended) — IBBI – Legal Framework
- Insolvency and Bankruptcy Code (Amendment) Act, 2026 (No. 6 of 2026) — Gazette text (IBBI); Notification S.O. 2625(E) dated 22 May 2026 — IBBI
- IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 — Regulations 36, 36A and Form G — IBBI – Regulations
- Swiss Ribbons Pvt. Ltd. v. Union of India, (2019) 4 SCC 17; Ebix Singapore Pvt. Ltd. v. Committee of Creditors of Educomp Solutions Ltd., (2022) 2 SCC 401; M/s RPS Infrastructure Ltd. v. Mukul Kumar, 2023 INSC 816, Supreme Court of India
