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TMI Blog2019 (11) TMI 1651X X X X Extracts X X X X X X X X Extracts X X X X ..... ay be permitted to transfer the entire bid amount to the corporate debtor/ liquidator, viz. Rs. 45 crore in the form of equity and the balance amount of Rs. 6.70 crores in the form of unsecured debt. (b) a direction be issued that after payment of the entire bid amount, the applicant gets all the rights, title and interest in the whole and every part of the corporate debtor including contracts free from security interest, encumbrance, claim, counter claim, or any demur in the applicant and the sale proceeds shall be distributed in accordance with section 53 of the IBC. (c) a direction be issued that upon completion of sale of the corporate debtor as a going concern all the claims or demands made by or liabilities or obligations owned or payable to any actual or potential creditors of the corporate debtor including Government dues whether direct or indirect, whether admitted or not, due or contingent, asserted or unasserted, crystallized or uncrystallized, known or unknown, secured or unsecured, disputed or undisputed in relation to any period prior to the e-auction date or arising on account of the acquisition of control by the applicant over corporate debtor pursuance to e-auct ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... at all subsisting consents, licences, approvals, rights, entitlements, benefits and privileges whether under law, contract, lease or license, granted in favour of the corporate debtor or to which the corporate debtor is entitled to shall, notwithstanding any provision to the contrary in their terms, be deemed to continue without disruption for the benefit of the corporate debtor and all additional licences, registrations and consents to operate required by the corporate debtor be made available immediately on payment of the entire bid amount. (k) a direction be issued that the corporate debtor shall have a right to review and terminate any contract that was entered into prior to the date of liquidation order. (l) a direction be issued that all the benefits availed by the corporate debtor under Special Economic Zone Act, 2005, will be continued to the applicant. (m) a direction be issued exempting the corporate debtor from payment of registration fee/ stamp duty and other local levies, taxes, duties with respect to transfer of the bid amount. (n) pass an order to provide the applicant 100% exemption on stamp duty and registration fee and all local taxes and levies imposed by ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e Resolution Applicant. The respondent therefore, does not have any objection if the Tribunal passes appropriate orders and issues appropriate directions. 7. The Applicant is a successful bidder / purchaser in the auction. We have heard the PCS appearing for the Applicant. The Liquidator filed her reply/counter to the Application. We heard her in person. The PCS for Applicant would contend that Applicant purchased the Corporate Debtor Company as a going concern. The PCS would contend that the Liquidator can sell the assets of the Corporate Debtor during liquidation in any of the modes stated in Regulation 32 of Liquidation Process Regulations. The PCS would contend that the Liquidator is authorised to sell the assets of Corporate Debtor as a going concern. The PCS would contend that the successful bidder purchased the unit as a going concern with a view to run the business and that in order to run the Company as an ongoing concern, the Purchaser/Applicant is entitled to have reliefs stated above. 8. The PCS would contend, the reliefs are required to be granted in favour of the Applicant so as to enable him to run the Company as an ongoing concern. Thus, the reliefs are necessary ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t Rs. 51.70 crores. 12. If the Unit was sold during liquidation, IBBI (Liquidation Process) Regulations 2016 would apply to Liquidation process under Chapter-III of Part-II of IBC, whereas when the Corporate Debtor is in CIRP, under Chapter-II of part-II of IBC, the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 would apply. 13. Regulation 32 of Liquidation Process Regulations provides for sale of assets of Corporate Debtor as ongoing concern. The object of the Code is not for liquidation but for resolution. In the instant case, the Unit was sold as ongoing concern which is more or less in the nature of resolution of the Corporate Debtor. The Applicant came forward for purchasing the unit as an ongoing concern. The mere purchase of the Unit as ongoing concern without granting certain other reliefs that would be essential and necessary to run the business as an ongoing concern is of no use. In other words, purchasing the Unit as ongoing concern without granting necessary reliefs to the Applicant does not serve the purpose of purchasing the Unit as ongoing concern. Most of the reliefs sought for in the Application are in the nature of certain complianc ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rporate Debtor and liabilities to be treated as extinguished which accrued prior to e-auction date. Already Liquidator called for claims. The Liquidator should have received the claims and it is for the Liquidator to look after the claims admitted by her which are to be dealt according to provisions of the Code. In the event if any claim which is stated to be due prior to e-auction, the Applicant is therefore not liable to pay the same and a direction can be given that Applicant is relieved of the liabilities that accrued prior to e-auction date. 18. The Applicant further sought a direction from the Tribunal that any decree passed against the Corporate Debtor by any court, the same will not be enforced against the Corporate Debtor. It is not brought to the notice of the Tribunal that any case is pending against Corporate Debtor. The amount, if any covered by a decree, the person who is obtaining the decree would have naturally filed a claim before the Liquidator. We already made it clear that it is for the Liquidator to look after the claims filed with her during liquidation. 19. The Applicant further prays that the existing shares of Corporate Debtor shall stand extinguished and ..... X X X X Extracts X X X X X X X X Extracts X X X X
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