2025 (9) TMI 135 - AT - IBC

Liquidation sale of corporate debtor approved as going-concern on as-is/where-is/no-recourse terms; appellate challenge dismissed entirely

Shanti International Through Amol Mittal Versus Ram Singh Setia, Liquidator of Gajanan Solvex Ltd.

Shanti International Through Amol Mittal Versus Ram Singh Setia, Liquidator of Gajanan Solvex Ltd. - TMI ISSUES PRESENTED AND CONSIDERED 1. Whether the Adjudicating Authority erred in refusing or conditioning certain post-acquisition reliefs and concessions sought by the successful bidder following sale of the corporate debtor in liquidation as a going concern. 2. Whether a successful bidder at liquidation sale is entitled to broad tax and statutory waivers, write-offs, carry-forward of losses, conversion/assignment of pre-existing liabilities and other wide-ranging reliefs from multiple governmental and regulatory authorities as part of post-sale directions. 3. Whether reliance on decisions of coordinate benches (and this Tribunal) that granted certain concessions in other liquidation/sale matters mandates identical reliefs in the present case. 4. Whether the Adjudicating Authority's failure to record specific reasons for denial of particular prayers vitiates its order. ISSUE-WISE DETAILED ANALYSIS Issue 1 - Validity of denial/conditioning of certain post-acquisition reliefs. Legal framework: The liquidation and sale of the corporate debtor are governed by the insolvency code which contemplates sale as a going concern; Section 53 (distribution of liquidation proceeds) and the general powers of the Adjudicating Authority under the Code and NCLT Rules (including Rule 11 and Section 60(5) enabling directions) inform permissible post-sale directions. Precedent treatment: The Adjudicating Authority followed precedent where tribunals have granted operative reliefs necessary to enable the purchaser to run the business as a going concern while refusing to extend reliefs that impinge upon statutory authorities' domain. Earlier decisions cited by the Court were applied by way of principle, not as automatic templates for identical reliefs. Interpretation and reasoning: The Court accepted that reliefs necessary to permit continuity of operations were granted (reliefs 1-10). It held that extremely broad and general prayers seeking waiver of varied statutory liabilities, tax immunity, and sweeping write-offs across numerous authorities (as in prayer 11 and similar items) were impermissible because (a) the sale was on 'as is where is', 'no recourse' basis, (b) such reliefs would require exercise of power by independent governmental and tax authorities and could not be unilaterally conferred by the Adjudicating Authority, and (c) the prayers were overly wide, speculative and not legally cognizable as a matter of the insolvency adjudicator's remedial scope. Hence the Adjudicating Authority's decision to refuse or condition those prayers and to permit the bidder to approach concerned authorities was held to be justified. Ratio vs. Obiter: Ratio - The Adjudicating Authority properly limited post-sale directions to what is necessary to preserve the going-concern value and did not err in refusing to grant sweeping statutory and tax waivers that fall within the jurisdiction of specialised authorities. Obiter - Observations describing the applicant's pleadings as 'waste of time' are ancillary and not essential to the legal holding. Conclusion: Denial or conditioning of the challenged reliefs was held permissible; the Adjudicating Authority's order stands insofar as it granted operational reliefs and refused/requested separate applications to statutory authorities for extensive tax/statutory concessions. Issue 2 - Entitlement of a successful bidder to broad tax/statutory waivers and assignment/conversion of pre-existing liabilities. Legal framework: Tax liabilities, statutory dues, and write-offs are governed by tax statutes (Income Tax Act, GST, other regulatory regimes) and rights of creditors are determined under the Code and general corporate law. The insolvency regime and liquidation sale do not automatically extinguish third-party statutory claims absent specific statutory provision or authority by competent statutory bodies. Precedent treatment: Coordinate orders have, in some cases, granted certain concessions to bidders, but those orders were not treated as creating a blanket entitlement. Prior decisions were considered contextually and the Adjudicating Authority declined to elevate them into a universal rule permitting all claimed exemptions. Interpretation and reasoning: The Court explained that a successful bidder's position does not ipso facto entitle it to retrospective tax reliefs (including waiver of interest/penalties, carry-forward of losses without compliance, MAT exemptions, or treatment akin to a resolution plan under tax law). Assignment or conversion of pre-existing debts into capital without creditor/statutory approval cannot be directed by the insolvency tribunal as a matter of course. The adjudicator may grant operational permissions but cannot override tax/regulatory statutes or grant reliefs that effectively rewrite statutory rights and obligations of third parties. Ratio vs. Obiter: Ratio - Successful bidders are not statutorily entitled to comprehensive tax/statutory waivers or unilateral conversion/assignment of pre-existing liabilities as part of a liquidation-sale order; such reliefs require appropriate statutory authority/consent from the relevant governmental bodies or creditors. Obiter - The Court's characterization of the breadth of the prayers as unreasonable is illustrative commentary. Conclusion: The bidder's claim to extensive tax and statutory immunity and automatic conversion/assignment of liabilities was correctly denied; the successful bidder must seek specific reliefs from competent statutory authorities where required. Issue 3 - Application of precedent (coordinate bench and Tribunal decisions). Legal framework: Decisions of co-ordinate benches and this Tribunal are persuasive but must be applied having regard to facts and statutory limits; identical factual matrices are required to mandate identical reliefs. Precedent treatment: The Adjudicating Authority considered judgments relied upon by the bidder (including Tribunal and NCLT orders) and applied their principles to grant necessary operational reliefs while distinguishing or refusing reliefs that were beyond the tribunal's competence or not factually warranted. Interpretation and reasoning: The Court held that mere existence of orders granting certain reliefs in other matters does not create a legal entitlement to identical reliefs in every case. The adjudicator's discretion must be exercised in light of statutory limits and the scope of powers; where other orders permitted some applicants to approach authorities or denied reliefs partly, they do not compel a different result here. Ratio vs. Obiter: Ratio - Reliance on other decisions does not oblige identical outcomes; adjudicatory discretion and statutory limits govern reliefs available to successful bidders. Obiter - Observations comparing the content of the other orders are explanatory. Conclusion: The Adjudicating Authority correctly treated precedent as persuasive and applied it contextually; no fault was found in not replicating all reliefs granted in other matters. Issue 4 - Whether absence of specific reasons for denial vitiates the order. Legal framework: Judicial orders must be reasoned; however, there is no absolute statutory entitlement to detailed reasoning for denial of every relief where the record shows the tribunal considered the prayers and granted substantial and necessary reliefs. Precedent treatment: The Court noted the Adjudicating Authority recorded consideration of all 40 prayers, granted substantial operational reliefs, and expressly refused or conditioned others with direction to approach concerned authorities. Interpretation and reasoning: The Court held that the absence of granular, prayer-by-prayer reasoning in the order did not nullify the decision when the adjudicator demonstrably considered the requests, granted necessary reliefs, and lawfully declined others. The key is that the adjudicator exercised judicial discretion within statutory bounds and the record supports the exercise. Ratio vs. Obiter: Ratio - Lack of specific detailed reasons for each denied prayer does not automatically vitiate an order if the tribunal has otherwise considered the matters and acted within its jurisdiction. Obiter - Remarks on sufficiency of reasons in other contexts are illustrative. Conclusion: The challenge based on absence of detailed reasons fails; the order is not vitiated on that ground. Overall Disposition The Court affirmed that operational reliefs necessary to enable the purchaser to run the corporate debtor as a going concern were properly granted; expansive, generalized demands for tax and statutory extinguishment of pre-existing liabilities were beyond the Adjudicating Authority's permissible relief and were correctly refused or conditioned, with liberty to approach appropriate authorities. The appeal was dismissed.