Successful bidders under the Insolvency and Bankruptcy Code are entitled to acquire corporate debtors without past liabilities, ensuring clarity and facilitation of business continuity.

ORDER

PER Cmde. Siddharth Mishra, Member (Technical):

1. The Court congregated through hybrid mode.

2. Heard the Learned Senior Counsels and Learned Counsels for both the parties.

3. The interlocutory application being I.A. No. 927/KB/2025 of C.P. (IB) No. 1267/KB/2019 has been filed by the Applicant herein being the Liquidator under section 60(5) of the Insolvency and Bankruptcy Code, 2016 (“IBC” or “Code”) to bring on record the sale of the Corporate Debtor as a Going concern and thereby, seeking reliefs for providing amenity to the successful auction purchaser.

4. The Corporate Insolvency Resolution Process (CIRP) against the Corporate Debtor was initiated by the Hon’ble NCLT on 29.04.2022, appointing Mr. Kapilendra Swain as the Interim Resolution Professional (IRP), who was later confirmed as the Resolution Professional (RP) by the Committee of Creditors (CoC).

5. On 03.01.2023, the Hon’ble Tribunal passed an order for liquidation of the Corporate Debtor and appointed Mr. Kapilendra Swain as the Liquidator. A ‘Sale Notice’ was published in four newspapers on 22.04.2023. The Applicant submitted bid documents on 10.05.2023 for the sale of the Corporate Debtor as a going concern under Option B – B1.

6. In the auction held on 24.05.2023, the Applicant was declared the Successful Bidder at the reserve price of ₹1.10 crores. Although a Letter of Intent (LOI) was issued on 27.05.2023 and later revised on 21.06.2023, the sale could not be concluded due to non-acceptance of certain terms by the Applicant.

7. The Liquidator published the 24th Auction Notice on 17.08.2024. The Applicant submitted its bid on 26.08.2024 and was declared the Successful Bidder in the auction conducted on 12.09.2024 for a total bid amount of ₹1,82,52,000.

8. LOI was issued on 13.09.2024 and modified on 18.09.2024. The Applicant accepted the LOI on 23.09.2024 and made the full payment of ₹1,82,52,000 by the due date of 17.10.2024.

9. The Liquidator filed I.A. No. 251/KB/2024 seeking approval of the sale as a going concern, which was allowed by the Hon’ble Tribunal on 24.04.2025. The Sale Certificate was issued to the Applicant on 25.04.2025.

10. Upon issuance of the Sale Certificate, all rights, title, interests, and control of the Corporate Debtor stood transferred to the Applicant in accordance with the terms of sale.

11. The Applicant has relied on the following judgments in support of its reliefs

a) Janvi Dixit vs. M/s Hi-Tech Services , I.A. No. 741 o f 2021 in C.P. (IB) No. 1319/MB/2017, Hon’ble National Company Law Tribunal, Mumbai Bench, Court No. – I (para. 6)

b) Nitin Jain, Liquidator of PSL Ltd. vs. Lucky Holdings Pvt. Ltd. – 2021 SCC Online NCLT 3108 (para. 15, 29, 30, 36-42).

c) Jasamrit Designers Pvt.Ltd vs. Mr. Gian Chand Narang & Anr- 2023 SCC Online NCLAT 334 Paragraphs 10 and 11 which recognises the right of a successful bidder to seek reliefs and concessions.

d) Ghanashyam Mishra and Sons Pvt Ltd v Edelweiss Asset Reconstruction Company Ltd 2021 SCC OnLine SC 313 decided on 13.04.2021 on extinguishment of past liabilities of the Corporate Debtor.

e) Arun Kumar Jagatramka vs. Jindal Steel and Power Limited & Anr. 2021 SCC Online 220 on the insolvency of corporate debtor can be resolved even during liquidation by sale of corporate debtor as a going concern.

f) Mohen Gems & Jewels Private Limited vs. Vijay Verma & Anr. in Company Appeal (AT) (Insolvency) No. 849 of 2020 on the liquidation of the Corporate Debtor is only a last resort.

12. The Apex Court in Ghanashyam Mishra (supra) has laid down the law in regard to the extinguishment of past liabilities of the Corporate Debtor once the resolution plan is approved. According to the Hon’ble Supreme Court, once a resolution plan has been d