Garden Court Distilleries Private Limited vs Mr. Akhil Ahuja Liquidator Of Honest Derivatives Ltd. & Anr. & Ors.

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NATIONAL COMPANY LAW APPELLATE TRIBUNAL
PRINCIPAL BENCH
NEW DELHI

COMPANY APPEAL (AT)(INS) NO.1138 OF 2026
( Arising out of judgement and order dated 17.06.2026 passed by National
Company Law Tribunal, Ahmedabad in IA NO.678/2026 in CP CP(IB) No.269 of
2023 )
IN THE MATTER OF:
State Bank of India,
SAMB Branch III
112,115, 1 floor, Plot No. 212,
West Wing, Tulsiani Chambers,
Free Press Journal Marg, Nariman Point,
Mumbai 400021. Appellant

Vs

1. Garden Court Distillieries Pvt Ltd ,
th
403, 4 floor, Raaheja Plaza,
Off. Veera Desai Road,
Andheri (West) Mumbai 400053

2. Mr. Akhil Ahuja ,
Liquidator of Home Derivatives Pvt Ltd,
Floor No.8, Flat No.803,
Chandak Cornerstone,
David S, Barretto Road,
Worli, Mumbai
Maharashtra 400018

Respondents

For Appellant : Mr. Krishnendu Datta, Sr. Advocate with Ms. Ekta
Choudhary, Mr. Gaurav Raj Grover, Advocates.

For Respondent : Mr. Abhijeet Sinha, Sr. Advocate with Mr. Himanshu Satija,
Ms. Ripul Swati, Mr. Suyash Shrivastava, Mr. Aridaman
Raghav, Advocates for R1
Mr. Sumant Batra, Mr. Sarthak Bhandari, Ms. Riya Kaur
Arora, Mr. Aditya Jain, Advocates for Liquidator.
Ms. Shreya Moondhra, Advocate

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WITH

COMPANY APPEAL (AT)(INS) NO.1145 OF 2026
IN THE MATTER OF:
Garden Court Distillieries Pvt Ltd ,
th
403, 4 floor, Raaheja Plaza,
Off. Veera Desai Road,
Andheri (West) Mumbai 400053 Appellant

Vs

1. Mr. Akhil Ahuja ,
Liquidator of Home Derivatives Pvt Ltd,
Floor No.8, Flat No.803,
Chandak Cornerstone,
David S, Barretto Road,
Worli, Mumbai
Maharashtra 400018

2. State Bank of India ,
st
SAMB Branch III, 112-115, 1 floor,
Plot No.212, West Wing,
Tulsiani Chambers,
Free Press Journal Marg,
Nariman Point, Mumbai 400021
Respondents

For Appellant : Mr. Abhijeet Sinha, Sr. Advocate with Mr. Himanshu Satija,
Ms. Ripul Swati, Mr. Suyash Shrivastava, Mr. Aridaman
Raghav, Advocates

For Respondent : Mr. Sumant Batra, Mr. Sarthak Bhandari, Ms. Riya Kaur
Arora, Mr. Aditya Jain, Advocates for Liquidator. Ms. Shreya
Moondhra, Advocate

JUDGEMENT
JUSTICE YOGESH KHANNA, MEMBER (JUDICIAL)
The present Appeal assails the Impugned Order dated 17.06.2026 passed
by the Hon’ble NCLT, Ahmedabad Bench in I.A. No. 678 (AHM) of 2026 in C.P.

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(IB) No. 269 (AHM) of 2023, whereby the application filed by the Appellant,
the successful auction purchaser of the Corporate Debtor as a going concern,
seeking necessary reliefs and concessions for implementation of the sale was
rejected. The core issue is whether, while considering such consequential reliefs,
the Adjudicating Authority could have effectively revisited its earlier liquidation
order dated 10.10.2025, which had admitted Corporate Debtor into liquidation
under Section 33(2) of the Code and expressly recorded the Committee of
Creditor’s decision to first explore its sale as a going concern.
2.I It is argued the Impugned Order proceeds on an erroneous application of
the IBBI (Liquidation Process) (Second Amendment) Regulations, 2025, notified
on 14.10.2025, despite the liquidation having already commenced on
10.10.2025, the liquidation order itself stipulating that it would be “effective from
the date of this order.” It is argued in the absence of any express retrospective
operation, the subsequent amendment could not retrospectively invalidate a
liquidation process already ordered by the Adjudicating Authority, merely
because subsequent steps in the sale process were undertaken after 14.10.2025
and the auction and sale as a going concern were steps in furtherance of the
liquidation process already commenced on 10.10.2025 and could not be treated
as a fresh process governed by a subsequent regulatory regime.
3. The Respondents have also argued on similar lines. Heard.

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4. Before coming to the facts, we need to note that prior to the Amendment
Notification dated 14.10.2025, Regulation 39C of the IBBI (Insolvency Resolution
Process for Corporate Persons) Regulations, 2016 (“CIRP Regulations”), inter alia,
contemplated that while deciding to liquidate the Corporate Debtor under
Section 33 of the Code, the Committee of Creditors could recommend in the event
of liquidation of the corporate debtor, the liquidator first explore the sale of the
Corporate Debtor as a going concern under Regulation 32(e) of the IBBI
(Liquidation Process) Regulations, 2016 (“Liquidation Regulations”).
5. It is pertinent to mention Section 33(2) of the Code provides Committee of
Creditors may at any time during CIRP but before confirmation of resolution
plan, decide to liquidate the corporate debtor by 66% voting share. The
Regulation 39C also casts a duty on the RP to place the decision of the Committee
of Creditors before the Adjudicating Authority while filing an application for
liquidation under Section 33.
6. The unamended Regulation 39C(1) expressly provided as follows:
“ 39C . (1) While approving a resolution plan under section 30 or
deciding to liquidate the corporate debtor under section 33, the
committee may recommend that the liquidator may first explore
sale of the corporate debtor as a going concern under clause (e)
of regulation 32 of the Insolvency and Bankruptcy Board of
India (Liquidation Process) Regulations, 2016 or sale of the
business of the corporate debtor as a going concern under
clause (f) thereof, if an order for liquidation is passed
under section 33.

(2) Where the committee recommends sale as a going concern,
it shall identify and group the assets and liabilities, which
according to the commercial considerations, ought to be sold as
a going concern under clause € or clause (f) of regulation 32 of

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the Insolvency and Bankruptcy Board of India (Liquidation
Process) Regulations, 2016.

(3) The resolution professional shall submit the
recommendation of the committee under sub-regulations (1) and
(2) to the Adjudicating Authority while filing the approval or
decision of the committee under section 30 or 33, as the case
may be.”

7. Now, in the present case, the Committee of Creditors had, in its
commercial wisdom, vide Resolution No. 5, specifically resolved the Liquidator
should first explore the sale of the Corporate Debtor as a going concern under
Regulation 32(e) of the Liquidation Regulations, in accordance with Regulation
39C of the CIRP Regulations. The said decision of the CoC was taken pursuant
to a duty cast on it by Regulation 39C . The decision of the CoC was specifically
placed before the Adjudicating Authority in I.A. No. 5/AHM/2025 filed by the RP
under section 33 of the Code. It was duly considered by the Adjudicating
Authority while passing the liquidation order dated 10.10.2025.
8. The liquidation order dated 10.10.2025 records the decision of the
Committee of Creditors taken under Regulation 39C , inter-alia , as follows:
“….XIX. In compliance of Regulation 39B of the CIRP
Regulations, the Applicant had placed before the CoC a best
estimate of liquidation cost, which was duly approved by the
CoC in terms of Resolution No. 6.
XXI. Further, in terms of Resolution No. 5, the CoC resolved that
the Liquidator shall first explore the sale of the Corporate
Debtor as a going concern under Regulation 32(e) of the IBBI
(Liquidation Process) Regulations, 2016, in accordance with
Regulation 39C of the IBBI (Resolution Process for Corporate
Persons), Regulations 2016…..”

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9. The Adjudicating Authority thereafter expressly ordered:
“17. In view of the above findings, it is hereby ordered as follows:
-
a) The Corporate Debtor - M/s Honest Derivatives Private Limited
is admitted into liquidation in terms of the provisions of 33(2) of the
Insolvency and Bankruptcy Code, 2016, to be conducted in
accordance with Chapter III of the Code and the IBBI (Liquidation
Process) Regulations, 2016 which shall be effective from the date
of this order.”

10. Thus, the order dated 10.10.2025 is a substantive order admitting the
Corporate Debtor into liquidation under Section 33(2) of the IBC, with the
liquidation expressly made effective from the date of the order.
11. The decision of the Committee of Creditors taken under Regulation 39C
was a part of the liquidation order as contemplated by Section 33 read with
Regulation 39C . In other words, with Adjudicating Authority taking on record
the decision of the Committee of Creditors under Regulation 39C to sell the
Corporate Debtor as a going concern, and passing an order of liquidation; the
sale of Corporate Debtor as a going concern commenced on the date when
liquidation order was passed by the Adjudicating Authority.
12. The subsequent steps undertaken by the Liquidator, including the
exploration and conduct of the sale of the Corporate Debtor as a going concern,
were therefore steps taken in implementation of an already existing liquidation
order and the Committee of Creditors decision taken under Regulation 39C,
pursuant to the course of action approved by the Committee of Creditors and
expressly noticed by the Adjudicating Authority.

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13. The auction process cannot be viewed in isolation from the liquidation
order dated 10.10.2025. The auction was not the commencement of liquidation;
rather, it constituted a subsequent step in the liquidation process, undertaken
pursuant to the Committee of Creditors’s decision and the express recognition
thereof in the liquidation order.
14. Thus the principal error in the Impugned Order lies in treating the
Amendment Notification dated 14.10.2025 as though it retrospectively governed
a liquidation process which had already commenced on 10.10.2025.
15. This Appellate Tribunal in Company Appeal (AT) (Ins) No. 786 of 2023 titled
“Ashok Kumar Gulla vs State Bank of India & Ors.”, while examining the
applicability of successive amendments introduced during the pendency of the
liquidation, categorically held that, while deciding the issue arising in the
liquidation, it was necessary to examine the Regulations “as they stood on the
date when the liquidation order was issued.” The Tribunal accordingly applied
the provision existing on the date of the liquidation order and declined to apply
subsequent amendments so as to alter the rights and obligations arising from
the liquidation process. The relevant portion of the judgment is extracted herein
below:
“13. In the subsequent amendments to the ‘Liquidation Process
Regulations’, Stakeholders Consultation Committee has been
provided a role in fixation of fees of liquidator. While deciding
the issue of liquidation fees, we have to restrict ourselves to
examination of Liquidation Process Regulations as they stood
on the date when the liquidation order was issued in this case.
The liquidation order was issued on 15.10.2019…..

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14. From perusal of the regulations as they existed on the date
of liquidation order, it appears that the fees of the liquidator
was to be either the fees decided by the CoC under Regulation
39D of IBBI (CIRP) Regulations, 2016 or a percentage of fee on
the amount that is realised/ distributed during the liquidation
process. The Regulations, as it existed at the time on the date
of the liquidation order, do not envisage payment of any fees or
remuneration to the liquidator on a monthly basis, if such fee is
not fixed by the CoC under Regulation 39D of IBBI (CIRP)
Regulations, 2016.
15. Considering the regulations as they existed at the time
when liquidation order was issued in this case, and that no
fees was fixed by the CoC, we are of the opinion that fees to be
paid to the Liquidator in this case shall be as per the percentage
prescribed in Regulation 4(2)(b) of IBBI (Liquidation Process)
Regulations, 2016 on realization and distribution of proceeds
from auction of assets. We find no reason to interfere in the
order of the Adjudicating Authority. The appeal is dismissed.
All pending IAs, if any, are closed. No order as to cost.”
16. In the present case, therefore, the rights and obligations arising from the
liquidation process are required to be determined with reference to the
regulations prevailing on 10.10.2025, when Corporate Debtor was admitted into
liquidation. Significantly, the liquidation order itself records the Committee of
Creditors’s Resolution No. 5 resolving that the Liquidator shall first explore the
sale of the Corporate Debtor as a going concern under Regulation 32(e) of the
Liquidation Regulations, in accordance with Regulation 39C of the CIRP
Regulations. The Adjudicating Authority thereafter expressly ordered the
Corporate Debtor be admitted into liquidation under Section 33(2) of the IBC and
that the liquidation “shall be effective from the date of this order.” Thus, the
subsequent amendment dated 14.10.2025 cannot retrospectively alter the legal
character or foundation of a liquidation process which had already commenced
and had received the imprimatur of the Adjudicating Authority on 10.10.2025.

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17. It is pertinent to note IBC proceedings are beneficial legislations i.e. for the
benefit of the creditors and stakeholders. IBC being a commercial wisdom driven
process with a primary goal of resolution and putting the Corporate Debtor back
on its feet, then in the facts and circumstances of this case, non-sale as going
concern would lead to loss of employment of 800+ employees if the factory is not
restarted; and the farmers are primarily the operational creditors in the area,
would lose significantly, who rely on selling their produce locally at high rate and
low transport cost. Non grant of reliefs and attempt to unsettle any sale, has
prejudiced not only the creditors but also these persons who are most affected.
18. The corporate debtor has been sold as a going concern with sole objective
of value maximization and on the basis of the legal understanding that the sale
of the corporate debtor as a going concern commenced from the date of the
liquidation order, wherein the Hon’ble Adjudicating Authority specifically
directed commencement of liquidation in terms of the provision of Section 33(2)
of the IBC, to be conducted in accordance with Chapter III of the Code and
IBBI(Liquidation Process), Regulations, 2016 which shall be effective from the
date of this order. Hence, the Respondent No. 1 is entitled to relief and
concessions as prayed.
19. Thus we hold that liquidation by sale as a going concern commenced on
10.10.2025 i.e., the date on which the Hon’ble Adjudicating Authority passed
the liquidation order in terms of Section 33 of the Code. In this regard, reliance
can be placed on the definition provided under Section 5(17) of the IBC which is

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reproduced here as “liquidation commencement date” means the date on which
proceedings for liquidation commence in accordance with section 33 or section
59, as the case may be”.
20. Thus, the Impugned Order so far as it wrongly interprets that liquidation
by sale of Corporate Debtor as a going concern had not commenced prior to the
coming in force of IBBI (Liquidation Process) (Second Amendment) Regulations,
2025, notified on 14.10.2025 thereby frustrating the commercial decision of the
CoC and jeopardizing a lawful concluded sale undertaken in accordance with
liquidation order dated 10.10.2025, stands set aside.
21. Thus we remand the matter before the Ld. NCLT to examine the reliefs and
concessions, if any, to be granted to the SRA in accordance with law, within two
weeks of receipt of this order.
22. With these observations the appeals stand disposed of. Pending
applications, if any, are also disposed of.
(Justice Yogesh Khanna)
Officiating Chairperson


(Mr. Barun Mitra)
Member (Technical)


(Mr. Ajai Das Mehrotra)
Member (Technical)
Dated:10-09-2026
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