Mr. Amresh Shukla vs M/S Radheshyam Dairy & Ors
- CitationCompany Appeal (AT) (Insolvency) No. 470 of 2026
Ratio decidendi
The rule this decision rests on
A successful auction purchaser who holds a sale certificate for a corporate debtor's business as a going concern is entitled to act on that certificate and to manage the assets sold to it, but pending the final disposal of the application on which the interim order rests, the Adjudicating Authority should not direct the liquidator to substitute the corporate debtor's directors at the purchaser's instance, nor direct the liquidator to part with a bank account that was not the subject of the sale; such directions are set aside, with the Adjudicating Authority directed to decide the pending application expeditiously and any interim direction in the appeal being made subject to its final order.
Written by Miss Lucy from the judgment below, not taken from a headnote.
Judgment
As delivered
IN THE MATTER OF: Amresh Shukla Liquidator of Girdharilal Sugar and Allied Industries Limited ...Appellant
Versus
Radheshyam Dairy Through Mr. Tiaknarayn Purohit & Ors. ...Respondents
Present: For Appellant : Mr. J. Rajesh, Mr. Md. Arsalan Ahmed, Mr. Yashvardhan Aggarwal, Advocates. For Respondents : Mr. Pratik Tripathi, PCS for R-1.
ORDER
(Hybrid Mode)
13.03.2026: This appeal has been filed against the order passed by the
NCLT, Indore Bench, Court No.1 dated 18.02.2026 passed in
IA/424(MP)2025.
2. The grievance of the Appellant - Liquidator is that the Adjudicating
Authority although the application has been kept pending and directed for
listing on 13.03.2026, but has directed to substitute the names of the Director
as proposed in the application filed by the Successful Auction Purchaser.
Submission of the Appellant is that the sale of business of the Corporate
Debtor as going concern was made in favour of the Successful Auction
Purchaser by auction and sale certificate has already been issued in which
the Auction Purchaser is entitled to carry out management of the said assets
of Corporate Debtor. It is submitted that there are other assets of the Corporate Debtor which have not yet been liquidated and the Liquidator has
to continue till completion of liquidation and at this stage direction to change
the Directors as suggested by the Successful Auction Purchaser ought not to
have been issued.
3. Learned counsel for the Successful Auction Purchaser appears and
opposes the appeal and submits that sale was as going concern of the entire
business with the assets and after making full payment possession has been
received by the Successful Auction Purchaser. It is submitted that
management cannot be run unless Directors as suggested by the Auction
Purchaser are directed to be brought on the Board.
4. We have heard both the parties. In Para 10 of the order following has
been directed:
"10. Having heard Ld. counsel of the parties and after considering the record, we issue the following directions:
(i) The prayers under Group I, clauses (g) and (h), are allowed.
(ii) The Liquidator is directed to substitute the name of the Directors as proposed with the present directors as mentioned above.
(iii) The above relief is granted subject to the final outcome of the present Petition on merits. The Applicant shall not take any decision beyond the terms and conditions contained in the sale letter executed in his favour. The objections raised by the Respondent/Liquidator regarding other
Company Appeal (AT) (Ins.) No. 470 of 2026 2 of 4 assets shall also be subject to the final outcome of the petition.
(iv) This interim order shall not affect the subject matter of I.A. No. 185 of 2022.
(v) List the matter for hearing on 13.03.2026."
5. The order itself indicate that the objections raised by the Liquidator
regarding other assets shall also be subject to the final outcome of the petition
and the petition has not yet been disposed of. There is no dispute that in
pursuance of the Process Document dated 30.11.2022, the Respondent No.1
has been declared as Successful Auction Purchaser and sale certificate has
been issued in favour of the Successful Auction Purchaser on 05.07.2025,
which is at Annexure - 6 of the appeal. The Successful Auction Purchaser is
fully entitled to act in pursuance of the Certificate of Sale and enjoy the assets
which have been sold in favour of the Successful Auction Purchaser and also
carry out management of the assets sold. However, we are of the view that
for the time being till the application is not disposed of finally, the direction
to substitute the names of Directors could not have been issued. The Bank
Account which was not subject matter of the sale has also to be remained
with the Liquidator till disposal of the application, these two directions are
deleted from the impugned order.
6. Learned counsel for both the parties submits that the ends of justice be
served in disposing this appeal by directing the Adjudicating Authority to
dispose of IA/424(MP)2025 expeditiously. We request the Adjudicating
Authority to finally decide the application expeditiously. We make it clear that
the direction which has been issued in this appeal shall be subject to final
Company Appeal (AT) (Ins.) No. 470 of 2026 3 of 4 order passed by the Adjudicating Authority in IA/424(MP)2025 and
subsequent action in pursuance of the sale of asset shall be taken as per
orders passed by NCLT, Indore Bench. Appeal is disposed of accordingly.
[Justice Ashok Bhushan] Chairperson
[Barun Mitra] Member (Technical) Archana/md
Company Appeal (AT) (Ins.) No. 470 of 2026 4 of 4
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