L. NAGESWARA RAO, B. R. GAVAI
Indian Overseas Bank – Appellant
Versus
RCM Infrastructure Ltd. – Respondent
The sale of secured assets is considered complete when the full payment has been received and the sale certificate has been issued, confirming the transfer of ownership to the purchaser (!) (!) . In statutory sales, such as those under the SARFAESI Act, the sale becomes absolute once the sale certificate is issued, even if the entire consideration has not yet been paid, provided that the parties' intentions support this transfer (!) (!) (!) .
During insolvency proceedings under the IBC, the completion of a sale is governed by the provisions of the Code, which override other laws. The sale is deemed finalized only when the full consideration is paid and the sale is formally confirmed through the issuance of a sale certificate (!) (!) (!) (!) (!) .
Partial payments made after the initiation of insolvency proceedings do not affect the validity of a sale that was properly conducted, as the key factors remain full payment and the issuance of the sale certificate, which signifies ownership transfer (!) (!) .
In summary, the sale is complete upon full payment and issuance of the sale certificate, which transfers ownership to the buyer. Once insolvency proceedings and the associated moratorium are in effect, further enforcement actions are barred, and the sale must follow the prescribed statutory procedures to be recognized as valid.
JUDGMENT :
B.R. GAVAI, J.
1. This appeal challenges the judgment dated 26th March 2021 passed by the National Company Law Appellate Tribunal, Principal Bench, New Delhi (hereinafter referred to as “the NCLAT”) in Company Appeal (AT) (Insolvency) No. 736 of 2020, thereby dismissing the appeal filed by the present appellant-Indian Overseas Bank, which was in turn filed challenging the order dated 15th July 2020 passed by the National Company Law Tribunal, Hyderabad Bench, Hyderabad (hereinafter referred to as “the NCLT”) in I.A. No. 832 of 2019 in C.P. (IB) No. 601/10/HDB/2018, vide which the learned NCLT had allowed the application filed by the respondent No. 2 herein, former Managing Director of the respondent No. 1 herein-M/s RCM Infrastructure Ltd. (hereinafter referred to as the “Corporate Debtor”) and set aside the sale of the assets of the Corporate Debtor.
2. The facts in brief, giving rise to filing of the present appeal, are as under:
The appellant Bank had extended certain credit facilities to the Corporate Debtor. However, the Corporate Debtor failed to repay the dues and the loan account of the Corporate Debtor became irregular. As such, on 13th June 2016, the loan account
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