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IN THE HIGH COURT OF JUDICATURE AT MADRAS
N.ANAND VENKATESH
Winwind Power Energy Private Limited – Appellant
Versus
Assistant Registrar of Companies, Office of the Registrar of Companies – Respondent
ORDER :
N. ANAND VENKATESH, J.
1. These writ petitions have been filed challenging the show cause notices issued by the first respondent alleging violation of certain provisions of the COMPANIES ACT , 2013 (hereinafter called the Act) and the intended prosecution that was sought to be launched against the petitioner.
2. Heard the respective learned counsel appearing on either side.
3. The case of the petitioner is as follows :
(i) The petitioner company is incorporated in the year 2007 under the COMPANIES ACT , 1956. It underwent corporate insolvency resolution process (CIRP) and liquidation process under the Insolvency and Bankruptcy Code, 2016 (for short, the IBC) and came to be taken over as a going concern by one M/s.Agniti Industrial Parks Private Limited (for brevity, the new management) during the liquidation process under Regulation 32A of the Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations, 2016 (hereinafter called the Regulations).
(ii) The petitioner company was originally engaged in the business of manufacturing wind turbine generators and had availed several financial facilities from banks and financial institutions. It underwent rough weather
Post-liquidation, the new management of a company is insulated from prosecution for prior management violations, as the liquidation operates as a clean slate.
Quash of criminal proceedings– Directors of company - admittedly proceeding initiated by Official Liquidator since not being one under Section 446, respondent / Official Liquidator ought to have obta....
Sale of corporate debtor as going concern in liquidation distinct from resolution plan; no clean slate or extinguishment of past liabilities beyond auction terms; limited reliefs like capital restruc....
Successful bidders under the Insolvency and Bankruptcy Code are entitled to acquire corporate debtors without past liabilities, ensuring clarity and facilitation of business continuity.
Liquidator must comply with Tribunal's directives; failure to do so constitutes misconduct.
Section 32A of the IBC extinguishes criminal liability for the corporate debtor post-resolution but not for directors under Section 138 of the NI Act.
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