Going concern sale in liquidation can be recognised where sale documents do not clearly exclude that character.

A liquidation sale notice describing assets on an "as is where is", "as is what is", "whatever there is" and "no recourse" basis may still support treatment of the transaction as a going concern sale where the notice covers the corporate debtor's land, buildings, plant and machinery as an integrated whole and does not clearly exclude that character. The text notes that the purchaser was allowed to rely on the sale documents and the absence of any allegation of misuse of reliefs and concessions. It also records that the statutory objective of maximising value through a going concern sale in liquidation supported refusal to interfere with the rejection of dissolution and recall applications.

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Issues: Whether the rejection of the liquidator's application for dissolution and the application seeking recall of the order granting reliefs and concessions to the successful auction purchaser was liable to be interfered with, in the context of a sale notice describing the corporate debtor's assets on an "as is where is", "as is what is", "whatever there is" and "no recourse" basis.

Analysis: The sale notice covered the land, buildings, plant and machinery of the corporate debtor in their entirety, but it did not clearly state that the sale was a slump sale or that it was not open to be treated as a going concern sale. The adjudicating authority had found that the liquidator's own case was not that the entire plant and machinery had remained unsold, but only that the plant was not functional for several years. On that basis, the purchaser was held entitled to treat the sale as a going concern sale, especially since the assets had been purchased as an integrated unit and there was no allegation of misuse of the reliefs and concessions. The rejection of dissolution was also supported by the statutory objective of seeking a going concern sale in liquidation and by the conclusion that the stakeholders' decision to treat the transaction as a slump sale was not clearly reflected in the sale documents.

Conclusion: The rejection of both applications was upheld and no interference was called for.

Final Conclusion: The appeals failed, the adjudicating authority's order was affirmed, and the successful auction purchaser's position was left undisturbed.

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