TaxTMI 
TaxTMI 
2026 (9) TMI 744
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....ial) This appeal is preferred challenging an order of the Adjudicating Authority (NCLT, Mumbai), dated 12.12.2025 in I.A. No. 5599 of 2023 in CP (IB) No. 1620 of 2017. Facts 2. The order falls within a very narrow compass: a) the appellant herein has purchased the Corporate Debtor (CD) as a going concern in the liquidation proceedings. The liquidation proceedings commenced on 30.06.2021. On purchase, a sale certificate came to be issued on 07.08.2023. Subsequently thereto, the appellant has taken out I.A.No. 5599 of 2023 seeking concession and waiver, as well as protection in terms of Sec.32A of the IBC. The Adjudicating Authority in essence has held that the appellant is not entitled to any such benefit during the liquida....
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....cument states that the liabilities of the Corporate Debtor would be "settled, paid and extinguished" by the liquidator as per the provisions of Section 53 of the Code and the buyer would not be liable for such prior liabilities. Once the proceeds from sale of the Corporate Debtor as a going concern are distributed to all the stakeholders as per Section 53 of the Code, all claims and liabilities of the creditors, whether contingent or crystallized, known or unknown, disputed or undisputed, present or future stand settled. No entity including any Government entity can claim any past unpaid dues for pre-CIRP period from the Applicants as all claims stand settled in accordance with Section 53 of the Code. However, there can be no question of ex....
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....tes any such persons to aid any enforcement authority investigating under any applicable law. It is pertinent to observe that the immunity provided under Section 32A of the Code is premised on various conditions being fulfilled. Subject to those conditions, the immunity can be extended for the sale of liquidation assets..." 3. The operative portion is tabulated by the Adjudicating Authority, and the relevant portion necessary for the present purpose is given below: - Sr. No. Reliefs, Exemptions and Concessions Findings 4) A direction to be issued by the Hon'ble NCLT stating all claims or demands made or all prior period liabilities and obligations owed or payable by the past management whether financial creditors or op....
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....en off fully, and permanently extinguished and no adverse orders passed in the said matters should apply to the Company or the successful bidder. Upon approval of this auction sale, all new inquiries, investigations, notices, suits, claims, disputes, litigations, arbitrations or other judicial, regulatory or administrative proceedings will be deemed to be barred and will not be initiated or admitted against the Company in relation to any period prior to the NCL T order date. Declined 6. The relevant Governmental Authorities shall not initiate any investigations/actions or proceedings in relation to any non-compliance with Applicable Law by the Company during the period prior to the NCL T order date. Neither shall the successful bid....
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....ch the concerned statutory authorities. So far as Section 32A is concerned, clean slate theory as developed in the Ghanshyam Mishra and Sons Private Limited Vs Edelweiss Assets Reconstruction Company Limited [(2021) SCC OnLine SC 313] is available even during liquidation. 6. This can be explained. When CIRP commences, unless the same is withdrawn in the manner contemplated under Section 12A of the Code, it may either conclude with the successful approval of a resolution plan under Sec. 31 of the Code or may proceed to liquidation under Section 33. So far as CIRP goes, the primary intent of the legislature is to sell the CD as a going concern. Reading Sec. 31 along with Sec. 14 implies that no liability can be created during the CIRP proc....