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2022 (10) TMI 933 - NATIONAL COMPANY LAW APPELLATE TRIBUNAL , PRINCIPAL BENCH , NEW DELHISeeking Liquidation of Corporate Debtor - section 33 of IBC - HELD THAT:- From the facts and sequence of events, it is clear that Liquidator conducted seven E-Auction for sale of the Corporate Debtor. Last Attempt being made on 26th February, 2021. Liquidator unable to obtain any bid in the e-Auction, decided to conduct private sale as permissible under the Liquidation Regulation 33 read with Schedule I. There can be no quarrel to the submissions that if there is conflict between the auction process document and the Code or the Liquidation Process Regulations, the provision of the Code and Liquidation Regulations shall prevail. Whether the requirement contained in the process document as well as Letter of Intent are in conflict with the provisions of the Code or Liquidation Regulations? - HELD THAT:- The Process Information Document having been issued by the Liquidator which reflects the requirement of approval of the sale by the NCLT which is part of the sale, there is no occasion to question the requirement in the Process Information Document. Even if under Regulation 33 (2) proviso, no prior permission is required for sale in question, there was no prohibition from including such terms of the sale. The reason for containing such terms for sale is not far to seek. Looking to the enormous value of the assets of the corporate debtor and further that e- Auction did not succeed, in event the Liquidator has put a condition for requiring approval of the sale from NCLT, no exception can be taken to the terms of the sale. It is such condition which ensures the transparency and protects the liquidator as well. It is true that if any e-Auction Process a person does not participate, he has no right to make any offer and his Application subsequently to make higher offer has to be rejected but present being case of a private sale and the terms and conditions stipulated approval of the NCLT, the Adjudicating Authority did not commit any error in taking note of the offer made by the Respondent No. 1 who made an offer of initial Rs. 190 Crores and revised offer was Rs. 201 Crores i.e. much higher than the one on which Appellant was declared successful bidder - Present is a case where the Adjudicating Authority has proceeded to pass order relying on the terms of the sale as well as to obtain the object of maximization of the assets of the Corporate Debtor. The exercise of jurisdiction by the Adjudicating Authority in the Impugned Order can not be said to be reliance on any equity jurisdiction. The Adjudicating Authority did not commit any error in passing the Impugned Order. The Impugned Order gives an opportunity to both Appellants and Respondent-Jindal Stainless Limited and other two bidders to participate and Adjudicating Authority has also put condition to deposit Rs. 50 Crores by the Jindal Stainless Limited to ensure the bona fide as a pre deposit of the Jindal Stainless Limited, there are no good ground found to interfere with the Impugned Order in exercise of our Appellate Jurisdiction. Appeal dismissed.
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