Tribunal Orders Sale of VNR Infrastructures Limited as Going Concern

The Tribunal directed both parties to complete the sale of the Corporate Debtor, VNR Infrastructures Limited, as a going concern in accordance with liquidation regulations and the terms of the tender document. The Liquidator was instructed to execute the Certificate of Sale and deliver the assets upon full payment by the successful bidder. The case was disposed of with instructions for compliance with the sale terms and liquidation regulations.

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Issues Involved:
1. Approval of the sale of the Corporate Debtor as a going concern.
2. Compliance with the terms and conditions of the tender document.
3. Provision of financial statements and project details by the Liquidator.
4. Payment obligations of the successful bidder.
5. Completion of the sale process as per liquidation regulations.

Issue-wise Detailed Analysis:

1. Approval of the Sale of the Corporate Debtor as a Going Concern:
The application was filed by the Liquidator under Section 60(5) of the Insolvency & Bankruptcy Code, 2016, seeking approval for the sale of the Corporate Debtor, VNR Infrastructures Limited (VNRIL), as a going concern. The Tribunal had previously ordered the liquidation of VNRIL due to the absence of a viable resolution plan. The Liquidator explored the possibility of selling the intangible assets, including credentials, arbitration receivables, and work-in-progress contracts.

2. Compliance with the Terms and Conditions of the Tender Document:
The tender documents included specific "Special Terms & Conditions," such as the responsibility for bank guarantees and the right to initiate recovery through arbitration. The successful bidder acknowledged and signed these terms. The Liquidator provided a revised list of bank guarantees and other relevant details to the bidder via email.

3. Provision of Financial Statements and Project Details by the Liquidator:
The Tribunal had directed the Liquidator to provide audited financial statements and details of ongoing projects and receivables until 30-09-2020. The Liquidator sent a letter and an audited balance sheet for the financial year 2015-16 to the successful bidder, clarifying that other financial statements would be arranged in due course. However, the Respondent claimed that the Liquidator had not fully complied with these orders and requested further details.

4. Payment Obligations of the Successful Bidder:
The Respondent won the bid for Rs. 12.43 crores and paid 25% of the total bid value but had not made further payments. The Tribunal noted that the highest bidder is required to provide the balance sale consideration within 15 days of being invited to do so. The Respondent argued that they needed updated information on the arbitration receivables and work-in-progress before completing the payment.

5. Completion of the Sale Process as per Liquidation Regulations:
The Tribunal emphasized the need for both parties to complete the sale process in accordance with the Insolvency & Bankruptcy Board of India (Liquidation Process) Regulations, 2016. The Liquidator was directed to execute the Certificate of Sale and deliver the assets upon full payment by the successful bidder.

Conclusion:
The Tribunal directed both parties to take necessary steps to complete the sale in terms of the liquidation regulations and the terms of sale advertised by the Liquidator. The IA No. 754/2020 was disposed of accordingly, with instructions for the Liquidator to execute the Certificate of Sale and deliver the assets once the full payment is made.

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