Completed liquidation sale bars post-sale interest and TDS demands, while the purchaser is entitled to possession of transferred assets.

Once the auction purchaser had paid the full sale consideration and the liquidator executed a sale certificate acknowledging completion of the transfer, the liquidator could not lawfully raise a further demand for interest or TDS. The sale certificate recorded transfer of the assets without reservation, so any post-execution monetary claim was inconsistent with the completed sale; the liquidator was left to seek any TDS refund from the income tax authorities. On the same footing, the liquidator could not retain or refuse possession of the sold assets, because the certificate also evidenced delivery of title deeds and vacant physical possession. The purchaser was therefore entitled to possession of the corporate debtor's assets.

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Issues: (i) Whether, after full payment and execution of the sale certificate, the liquidator could demand interest and TDS from the auction purchaser; (ii) whether the liquidator was required to hand over possession of the corporate debtor's assets to the auction purchaser.

Issue (i): Whether, after full payment and execution of the sale certificate, the liquidator could demand interest and TDS from the auction purchaser.

Analysis: The entire sale consideration had already been paid before issuance of the sale certificate. The sale certificate recorded acknowledgment of full payment and also stated that the assets stood transferred without reservations or limitations. Under the liquidation process framework, once full payment is made, the sale stands completed and the liquidator is obliged to execute the sale certificate. A post-execution demand for additional interest or TDS was therefore inconsistent with the completed sale transaction. The liquidator was left at liberty to seek refund of any TDS from the income tax authorities.

Conclusion: The post-sale demand for interest and TDS was not maintainable and was rejected.

Issue (ii): Whether the liquidator was required to hand over possession of the corporate debtor's assets to the auction purchaser.

Analysis: The sale certificate itself recorded delivery of the original title deeds and actual physical vacant possession of the entire block of assets to the purchaser, without any reservation. In view of the completed sale and the terms of the sale certificate, the liquidator could not retain possession or refuse delivery on the basis of the later demand.

Conclusion: The liquidator was directed to hand over possession of the corporate debtor's assets to the auction purchaser.

Final Conclusion: The application succeeded on the substantive reliefs sought, and the liquidation authority was bound by the completed sale and the sale certificate issued after full payment.

Ratio Decidendi: Once the auction purchaser has paid the full sale consideration and the liquidator has executed a sale certificate acknowledging completion of the sale, the liquidator cannot raise a further post-facto monetary demand or withhold possession of the sold assets.

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