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2025 Supreme(Online)(NCLT) 2441
NATIONAL COMPANY LAW TRIBUNAL
SHRI SUNIL KUMAR AGGARWAL, SHRI RADHAKRISHNA SREEPADA, JJ
M/s. Indian Renewable Energy Development Agency Ltd. – Appellant
Versus
M/s. Bhadragiri Power Pvt. Ltd. – Respondent
I.A.Nos.959/2024 & 39/2025 in C.P. (IB) No.47/BB/2022
For the Liquidator: Ms. Shwetha Nair
For I.A.959/2024: Shri Prithu Garg, Adv.,
Successful auction purchasers in liquidation acquire assets free from encumbrances while statutory liabilities must be settled per IBC rules.
Headnote:(A) Insolvency and Bankruptcy Code, 2016 - Section 60(5) - Liquidation Process Regulations, 2016 - The Tribunal directed the Liquidator to ensure completion of pending filings with statutory authorities and confirmed the Applicant as the Successful Auction Purchaser of the Corporate Debtor as a 'going concern'. (Paras 1, 11-22)
(B) Sale as a Going Concern - The successful bidder acquires assets free of encumbrances; liabilities are settled under Section 53 of the IBC. (Paras 14-15)
Facts of the case:
The Applicant emerged as the successful bidder for the Corporate Debtor’s assets in a liquidation process, with the majority of stakeholders approving the sale and other reliefs.
Findings of Court:
The Tribunal granted several specific reliefs to ensure a smooth transition of operations post-acquisition, balancing statutory obligations and stakeholder interests.
Issues: The main issues revolved around the successful bidder's rights and liabilities post-sale, and the statutory compliance regarding pending obligations during liquidation.
Ratio Decidendi: The court underscored that liquidation does not discharge a corporate debtor's statutory liabilities automatically, and compliance must adhere to statutory requirements.
Result: The application for reliefs related to the acquisition was allowed and disposed of accordingly.
| Table of Content |
|---|
| 1. overview of the application and its requests for statutory reliefs. (Para 1 , 2 , 7 , 10 , 12) |
| 2. clarification on the nature of 'going concern' sales and respective liabilities. (Para 8 , 14 , 15 , 20) |
| 3. conclusion of allowed reliefs and the authority's direction for compliance. (Para 11 , 22 , 25) |
ORDER
1. This Application has been filed by Kundan Hydro (Gangtok) Private Limited (hereinafter called the Applicant), the Successful Auction Purchaser in the E- auction of the Corporate Debtor, under sub-section (5) of section 60 of the Insolvency and Bankruptcy Code, 2016 (hereinafter referred to as “IBC/Code”) r/w Regulation 32A of Insolvency and Bankruptcy Board of India (Liquidation Process), Regulations, 2016, inter-alia, praying to this Hon’ble Tribunal for following reliefs:-
a) Declare / confirm the Applicant as the Successful Auction Purchaser of the Corporate Debtor as a 'going concern' in accordance with the applicable provisions of IBC and Liquidation Process Regulations;
b) Grant the specific reliefs and concessions listed in Paragraph 12 (A) to (Q) of the present Application;
c) Direct the concerned statutory authorities to act, entertain and allow appropriate application(s) based on the orders of this Hon'ble Tribunal for the purpose of availing the reliefs, rights and benefits accruable from the security and financial assets as purchased by the Applicant under the E-auction sale process;
d) Pass any other or further order(s) as this Hon'ble Tribunal may deem fit and proper in the interest of justice.
2. Brief facts of the instant Application which are relevant to the issue in question are as follows:-
(a) This Tribunal, vide, its order, dated 23.08.2024 in I.A 316 of 2023 passed an order for the liquidation of the Bhadragiri Power Private Limited (“Corporate Debtor”) under Section 33 (2) of the Code and appointed Mr. Vishal Ghisulal Jain as the Liquidator of the Corporate Debtor.
(b) Pursuant to the said order dated 23.08.2024 admitting the Corporate Debtor into liquidation, Mr. Vishal Ghisulal Jain (“Liquidator”) constituted the Stakeholders Consultation Committee (“SCC”) and held the 2nd meeting of the Stakeholders Consultation Committee (“SCC”)on 21.10.2024 wherein the SCC by a majority vote of 100% approved the sale of the Corporate Debtor either through sale as going-concern, sale of Business of the Corporate Debtor as a going concern or a set of assets of the Corporate Debtor collectively.
(c) The Liquidator issued the E- auction sale notice dated 29.10.2024 inviting bids for the sale of the following assets through E-auction on "as is where is", "as is what is", "whatever there is" and "without any recourse" basis, without any representation, warranty, or indemnity by the Liquidator or the Corporate Debtor, in accordance with the IBC, 2016 and the extract of the e-auction sale notice is tabled below:-
| C ategory | Asset | Indicative Description | Reserve Price (INR) | EMD Amount (INR) | Date and Time of E- Auction |
| Category A | Corporate Debtor as a going concern. | BPPL assets as a whole including its legal entity and name | 5.05 Crores | 50.50 Lakhs | 27.11.2024 , 11:00 AM to 12:00 PM |
| Category B | Business of the Corporate Debtor as a going concern. | BPPL assets as a whole excluding its legal entity and name | 5.05 Crores | 50.50 Lakhs | 27.11.2024 , 12:30 PM to 1:30 PM |
| Category C | A set of assets collectively: | All Lands & Buildings and All Plants & Machineries | 5.05 Crores | 50.50 Lakhs | 27.11.2024 , 2:00 PM to 3:00 PM |
(d) The Applicant submitted an Expression of Interest within the deadline, i.e. 13.11.2024 along with a confidential undertaking. The Applicant also deposited the Earnest Money Deposit of Rs.50,50,000 into designated bank account of the Corporate Debtor on 25.11.2024 The Applicant participated in the E-auction and emerged as the successful bidder, having submitted the highest bid of Rs. 9,15,00,000/- (Rupees Nine Crore Fifteen Lakhs ”).
(e) A Letter of Intent(LOI) dated 27.11.2024 was issued by the Liquidator to the Applicant along with a
