Undertaking as going concern: sale of isolated asset avoided special resolution requirement and purchaser's title upheld.

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....The NCLAT held that an 'undertaking' means a going concern-an organised revenue generating business integrated with assets-and not an isolated asset; the 20% quantitative test in the Explanation applies only after a qualitative finding of undertaking, so sale of the Saakar Bungalow (a passive mortgaged property acquired in 2017) was an asset sale that did not require a special resolution. The Tribunal upheld that the purchaser was a bona fide purchaser under the circumstances of a SARFAESI distress sale and that alleged undervaluation, with valuation on an 'as is where is' basis, did not warrant appellate interference in the NCLT's exercise of discretion.....