Authority: National Company Law Tribunal, Mumbai Bench Court III

Order Date: 12 June 2026

Case Overview

The application was filed by a consortium comprising Maheshkumar Tejraj Inani and Space Realtors Private Limited, which emerged as the successful bidder for Warden Surgical Company Private Limited (Corporate Debtor) during its liquidation process. The Corporate Debtor was admitted into Corporate Insolvency Resolution Process (CIRP) under section 7 of the IBC vide order dated 09 January 2023. Upon failure of the resolution process, liquidation was ordered on 30 October 2024 in I.A. 4386 of 2023, with Mr. Ganesh Venkata Siva Rama Krishna Remani appointed as Liquidator.

The Stakeholders' Consultation Committee (SCC) in its 2nd meeting held on 18 December 2024 approved the sale of the Corporate Debtor as a going concern. The Liquidator issued an E-Auction Process Memorandum dated 28 January 2025 for sale under Regulation 32(e) of the IBBI (Liquidation Process) Regulations, 2016, which included all assets as per the 29 October 2024 audited financials but excluded specific items: (i) amounts recoverable from Suspended Management related to surpluses during CIRP and Liquidation, (ii) Rs. 25,00,000 related to transactions with Secured Creditor at CIRP commencement, (iii) TDS refund amounts from Income Tax department for FY 2022-23 and 2023-24, (iv) pre-deposit amounts recoverable from GST Department, and (v) cash and bank balances in current account.

The e-auction was held on 25 February 2025, where the consortium was declared the highest bidder with a bid value of Rs. 7,93,00,000. The consortium paid a total of Rs. 8,02,66,000 (including Rs. 9,66,000 interest) through multiple transactions between 21 February 2025 and 17 May 2025. The Liquidator issued a Certificate of Sale dated 16 July 2025 on "AS IS WHERE IS", "AS IS WHAT IS", "WHATEVER THERE IS BASIS" and "WITHOUT RECOURSE BASIS".

The applicant sought 62 reliefs, concessions, and waivers through this application under Section 60(5) of the IBC read with Rule 11 of NCLT Rules, 2016. The Tribunal noted that the sale predated the IBBI notification dated 14 October 2025 which omitted Regulation 32A and clauses (e) and (f) of Regulation 32 of Liquidation Process Regulations, making the erstwhile provisions applicable to this case.

Final Outcome

The Tribunal disposed of the application with specific directions:

  • The consortium is not automatically entitled to all concessions and waivers sought
  • The Corporate Debtor was sold with liabilities associated with assets as mentioned in the Sale Certificate dated 16 July 2025
  • All other liabilities stand settled with distribution of sale proceeds under Section 53 of IBC
  • Protection under Section 32A(2) of IBC shall be subject to fulfillment of conditions and doesn't constitute blanket waiver
  • The consortium may carry out amendments to constitutional documents subject to compliance with applicable laws
  • The consortium may alter share capital, shareholding, issue new shares, and change directorship subject to legal compliance
  • The consortium may apply to ROC Mumbai to change status from 'Liquidation' to 'Active' and file financial statements
  • The consortium may apply to Tax Authorities and other statutory authorities for reliefs permissible under relevant laws
  • The consortium may apply to bankers for change of authorized signatories
  • The Liquidator to hand over peaceful possession and assist the consortium as per law
  • Any other reliefs not specifically addressed are deemed not granted

Topics: Insolvency Process, Going Concern Sale, NCLT Order