NCLAT Orders ₹54 Crore Refund To JFC Finance After It Is Outbid In Moser Baer Solar Auction

The National Company Law Appellate Tribunal (NCLAT), New Delhi, has rejected a plea by the Liquidator of Moser Baer Solar Ltd. seeking to keep JFC Finance (India) Ltd.'s ₹54 crore deposit until the highest bidder in a fresh auction pays the entire sale consideration.

A bench of Officiating Chairperson Justice Yogesh Khanna and Technical Member Barun Mitra held that JFC's deposit had to be returned once another bidder surpassed its bid, as specifically directed in the court's earlier order.

“The judgment of this Tribunal having already acquired finality as it has been affirmed up to the level of the Hon'ble Supreme Court, no further clarification is felt necessary,” the bench observed.

The dispute arose from the court's May 29, 2026, order setting aside an earlier auction of Moser Baer Solar Ltd. and directing a fresh auction with a reserve price of ₹54 crore. JFC had already deposited ₹54 crore and was to be declared the highest bidder if no one offered more than that amount.

The order also specified what would happen if another bidder offered more than JFC. Paragraph 56(iv) directed the Liquidator to “forthwith return” JFC's ₹54 crore deposit once another bidder surpassed its bid.

At the fresh e-auction held on July 1, 2026, another bidder emerged as the highest bidder with an offer of ₹168 crore. JFC was the second-highest bidder with a bid of ₹167 crore.

The highest bidder had not yet paid the entire ₹168 crore sale consideration. The Liquidator told the court that time had been allowed until September 30, 2026, to make the payment.

The Liquidator therefore sought to keep JFC's ₹54 crore refund in abeyance until the auction sale was completed and the entire consideration was received. The plea was made on the ground that this was necessary to protect and preserve stakeholders' interests.

JFC opposed the request, arguing that the earlier direction was clear and mandatory. Once its bid had been surpassed, the ₹54 crore had to be returned, it contended. Withholding the amount would effectively amount to modifying the May 29 judgment, which was impermissible.

The court noted that its May 29 judgment had already been challenged before the Supreme Court. The appeal was dismissed on July 17, 2026.

It held that the condition in paragraph 56(iv) had been triggered because another bidder had offered more than JFC. The Liquidator was therefore required to “forthwith” return the ₹54 crore deposit.

The NCLAT also noted that the Liquidator had previously filed an application seeking clarification of the expression “liquidation proceedings” in the May 29 judgment. It observed that the present plea was “yet another attempt at seeking clarification” and deprecated the Liquidator's attempt to seek modification of its order “in the guise of seeking clarification.”

The application was accordingly rejected.

For Appellant: Advocates Mansumyer Singh & Jaismeen Sharma

For Respondent: Senior Advocate Ramji Srinivasan with Advocates Shubham Gupta, Varsha Banerjee, Shefali Munde, Aryansh Tripathi