NCLT Approves Going Concern Sale on ‘As-Is-Where-Is’ Basis

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going concern sale as is where is

Case Details: ICICI Bank Ltd. vs. Punj Lloyd Ltd. - [2026] 183 taxmann.com 456 (NCLT-New Delhi)

Judiciary and Counsel Details

  • Ramalingam Sudhakar, CJ. & Ravindra Chaturvedi, Technical Member
  • Navin Pahwa, Sr. Adv., Aditya Vikram Singh & Ms Shreya Chandhok, Advs. for the Applicant.
  • Sunil Fernandes, Sr. Adv. & Raghav Chadha, Adv. for the Respondent.

Facts of the Case

In the instant case, an application was filed by the financial creditor seeking initiation of CIRP against the corporate debtor. The application was admitted and the corporate debtor was placed under CIRP. However, the CIRP failed as the resolution plan submitted by the sole resolution applicant was not approved by the CoC.

Consequently, the members of the CoC approved a resolution for liquidation of the corporate debtor. The Liquidator conducted 14 rounds of e-auction for the sale of the corporate debtor as a going concern. The applicant company, being the successful bidder in the e-auction, sought approval of the going concern sale transaction structure for acquisition of the corporate debtor.

The applicant also sought approval of its acquisition plan along with certain reliefs and concessions.

NCLT Held

The NCLT observed that the competent authorities may consider granting such reliefs and concessions, keeping in view the objective of the Code, since the transaction involved a going concern sale. However, the amount payable by the applicant in terms of the auction to different creditors and stakeholders, and for keeping the corporate debtor as a going concern, could not be made subject to any condition, assumption, relief, concession, or qualification.

Further, the applicant would be entitled to such reliefs, concessions, or waivers as may be available or permissible under section 32A and other applicable provisions of the Code.

The NCLT held that since the applicant had purchased the corporate debtor on an “as is where is” basis, any reliefs or concessions sought in accordance with law would be examined by the concerned authorities on their own merits.

List of Cases Reviewed

List of Cases Referred to

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Author: Taxmann

Taxmann Publications has a dedicated in-house Research & Editorial Team. This team consists of a team of Chartered Accountants, Company Secretaries, and Lawyers. This team works under the guidance and supervision of editor-in-chief Mr Rakesh Bhargava.

The Research and Editorial Team is responsible for developing reliable and accurate content for the readers. The team follows the six-sigma approach to achieve the benchmark of zero error in its publications and research platforms. The team ensures that the following publication guidelines are thoroughly followed while developing the content:

  • The statutory material is obtained only from the authorized and reliable sources
  • All the latest developments in the judicial and legislative fields are covered
  • Prepare the analytical write-ups on current, controversial, and important issues to help the readers to understand the concept and its implications
  • Every content published by Taxmann is complete, accurate and lucid
  • All evidence-based statements are supported with proper reference to Section, Circular No., Notification No. or citations
  • The golden rules of grammar, style and consistency are thoroughly followed
  • Font and size that's easy to read and remain consistent across all imprint and digital publications are applied