Authority: National Company Law Tribunal (NCLT), Kolkata Bench

Order Date: 09.06.2026

Case Overview

This application (I.A. (IB) No. 217/KB/2026) was filed by Mr. Manish Jain, the Liquidator of Shradha Agencies Private Limited (the Corporate Debtor). The Corporate Debtor was admitted into Corporate Insolvency Resolution Process (CIRP) on 13th April 2023 and liquidation commenced on 28th February 2024. The Liquidator sought permission from the NCLT to sell the Corporate Debtor as a going concern at a reserve price of Rs. 50,00,000 (Fifty Lakh Rupees) after a previous auction failed. The application was filed under Section 60(5) of the Insolvency and Bankruptcy Code, 2016.

The principal issue was the legal permissibility of conducting a fresh going-concern sale after the Insolvency and Bankruptcy Board of India (IBBI) omitted Regulation 32(e) from the Liquidation Process Regulations, 2016 on 14th October 2025. This regulation had previously provided the framework for selling a corporate debtor as a going concern.

The background details that a Stakeholders Consultation Committee meeting on 27th May 2025 approved the going concern sale strategy. An e-auction was held on 3rd July 2025 where RISI CONSULTANTS LLP emerged as the highest bidder with a bid of Rs. 50,00,000. A Letter of Intent was issued to them on 4th July 2025, requiring payment of the balance consideration within 90 days (by 2nd October 2025), failing which the intent would be cancelled and the Earnest Money Deposit forfeited. RISI CONSULTANTS LLP failed to make the payment, leading to the cancellation of the Letter of Intent. The other bidders from the July auction refused to match the bid price.

The Liquidator argued that selling the remaining assets (Block of assets, Long Term Loans and Advances, Trade Receivables, Cash and Cash Equivalents, Short Term Loans and Advances, and Current Assets) in a piecemeal manner would not maximize value, contrary to the objective of 'beneficial liquidation' under Section 35(1)(e) of the Code. He further submitted that the deletion of the regulation should not curtail the NCLT's powers under Section 60(5) of the Code.

The tribunal analyzed the sequence of events and the IBBI notification dated 14.10.2025, which stated the amendments would apply prospectively to cases "where liquidation by sale as going concern has not commenced." The tribunal found that although the sale process had commenced before the notification, it did not attain finality due to the bidder's default. Since a fresh process would have to be initiated and no bidders were willing at the Rs. 50 lakh price point, the tribunal concluded that the amended regulations, which now omit the provision for a going-concern sale, prohibit such a action.

Final Outcome

The application was dismissed. The NCLT held that in the absence of any regulation facilitating the sale of a corporate debtor as a going concern, it could not issue a direction permitting the Liquidator to conduct such a sale. The Corporate Debtor's assets must now be liquidated piecemeal.

Topics: Insolvency, Liquidation Process, NCLT Order