Section 257: Committee of creditors

Companies Act • Official Statutory Text & Practice Guide

Statutory Regulation
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Act 2013
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Legal Commentary & Landmark Judgments: Section 257

Section 257 historically mandated the constitution of a Committee of Creditors during revival proceedings; omitted by the Insolvency and Bankruptcy Code, 2016, this provision represented the statutory genesis of the modern Committee of Creditors under Sections 21 and 24 of the IBC.

  • Genesis of Creditor-in-Control Architecture: First introduced the statutory Committee of Creditors (CoC) into Indian company legislation to deliberate on the viability of corporate turnaround schemes.
  • Voting Power Based on Outstanding Debt: Provided that creditor voting power was determined by the value of debts owed, establishing the shift away from equity-holder dominance toward creditor collective determination.
  • Codification in Section 21 of the IBC: With the omission of Section 257, this committee framework was expanded and codified under Sections 21, 24, and 28 of the IBC, conferring supreme commercial decision-making power on the CoC.
Key Landmark Precedents:
  • K. Sashidhar v. Indian Overseas Bank, (2019) 12 SCC 150: The Supreme Court recognized the non-justiciable primacy of the 'commercial wisdom' of the Committee of Creditors, anchoring collective creditor governance in insolvency jurisprudence.
  • Committee of Creditors of Essar Steel India Ltd. v. Satish Kumar Gupta, (2020) 8 SCC 531: Reaffirmed that the CoC is the ultimate decision-maker regarding commercial viability, financial haircuts, and asset allocation, precluding judicial substitution of business judgment.
  • Innoventive Industries Ltd. v. ICICI Bank, (2018) 1 SCC 407: Held that the collective creditor governance model under the IBC successfully replaced the fragmented, inefficient creditor committees under prior company statutes.
Courtroom Practice & Strategic Litigation Guidance:

Creditors participating in CoC meetings must ensure that all decisions regarding approval of resolution plans, interim finance, or liquidation satisfy the requisite voting thresholds under Sections 21 and 28 IBC, as the commercial judgment of the majority cannot be second-guessed by the NCLT.