NCLT Ahmedabad Dismisses Arrhum Tradelink Plea After Vimal Oil Sale, Says 'As-Is Where-Is' Terms Bind Buyer

The Ahmedabad Bench of the National Company Law Tribunal (NCLT) has dismissed an application filed by Arrhum Tradelink Pvt. Ltd., the successful bidder for Vimal Oil & Foods Ltd. in liquidation, seeking reliefs including extinguishment of past liabilities, restoration of listing status, and exemptions from securities law compliance under Section 60(5) of the Insolvency and Bankruptcy Code.

A coram comprising Judicial Member Chitra Hankare and Technical Member Velamur G Venkata Chalapathy held that corporate debtor had been sold on an “as is where is”, “as is what is”, “whatever there is” and “without recourse” basis, observing

“Therefore, it is observed that Vimal Oil & Foods Ltd. has been sold on an 'as is where is', 'as is what is', 'whatever there is' and 'without recourse' basis and it seems that no reliefs and concessions sought by Arrhum Tradelink are contemplated in the terms and conditions of the process document, nor consent or opinion sought before proceeding on the sale as going concern under Section 32A from this Tribunal.”

Vimal Oil & Foods had been admitted into the Corporate Insolvency Resolution Process (CIRP) on 19 December 2017 following a petition by Bank of Baroda. Since no resolution plan was approved by the Committee of Creditors (CoC), liquidation of Vimal Oil & Foods was ordered on 19 December 2019.

On a sale notice dated 2 November 2020, followed by an e-auction on 1 December 2020, Arrhum Tradelink emerged as the successful bidder with an offer of Rs. 69.95 crore. A sale agreement was executed in March 2021, transferring Vimal Oil & Foods as a going concern.

Subsequently, Arrhum Tradelink approached the NCLT seeking reliefs including extinguishment of past liabilities, restoration of listing rights, and exemptions from securities law compliance. The company argued that a going‑concern sale under Regulation 32 of the Liquidation Regulations should be treated on par with a resolution plan, entitling the purchaser to a “clean slate.”

The NCLT, in its order dated 7 October 2024, dismissed Arrhum Tradelink's application and set aside the sale of Vimal Oil & Foods as a going concern.

Aggrieved, Arrhum Tradelink approached the National Company Law Appellate Tribunal (NCLAT) seeking to set aside the impugned order. It submitted that mere purchase of Vimal Oil & Foods under the liquidation process was insufficient and that, without the reliefs, the objective of revival and value maximisation underlying the going concern sale would be defeated.

The National Stock Exchange of India (NSE) and Bombay Stock Exchange (BSE) opposed the plea, noting that Vimal Oil & Foods had already been compulsorily delisted in 2021–22 for non-payment of listing fees and non‑compliance with SEBI's Listing Obligations and Disclosure Requirements (LODR). They argued that restoration of listing rights falls exclusively under the jurisdiction of the Securities Appellate Tribunal (SAT) and cannot be granted by the NCLT.

The NCLT noted that the auction process documents did not contemplate any reliefs or concessions and reiterated that jurisdiction over securities law matters lies with SAT, not the NCLT.

Accordingly, the Tribunal dismissed the application.

For Applicants: Advocate Adith Sanjanwala

For Respondents: Advocates Nipun Singhvi, Mayur Jugtawat and Rahul Bhavsar