NCLAT Rejects Successful Bidder's Plea For Post-Sale Reliefs In Veda Biofuel Liquidation

The National Company Law Appellate Tribunal (NCLAT) at Chennai has recently upheld the rejection of post-sale reliefs sought by MS Biotech Pvt. Ltd., finding that a bidder who enters an auction on an “as is where is” basis cannot later turn around and ask for concessions beyond what was agreed.

A bench of Judicial Member Justice Sharad Kumar Sharma and Technical Member Jatindranath Swain dismissed the company's appeal against the NCLT, Amravati Bench order dated July 3, 2025.

MS Biotech had emerged as the successful bidder in the September 16, 2024 e-auction of Veda Biofuel Limited.

The August 21, 2024 sale notice spelled out the terms upfront. The auction was conducted on an “as is where is”, “as is what is” and “no recourse” basis.

Once the sale went through, the liquidator moved for a series of concessions on behalf of the bidder, including waiver of past liabilities, extinguishment of claims and tax exemptions. The tribunal found that these fell outside the scope of the auction terms and refused to grant them.

The bench noted that a similar application filed earlier had been withdrawn without liberty to re-agitate the issue.

It observed:

“……. the disclaimers as it was mentioned in the auction notice, would rather create an estoppel as against the successful bidder and the liquidator too, and that both would be bound by the terms and conditions of the auction notice….”

The tribunal also relied on the Supreme Court's ruling in KC Ninaan, which clarifies that an “as is where is” clause puts bidders on notice regarding liabilities.

It further noted that challenges to the auction are still pending before the NCLT and therefore granting relief at this stage would prejudice those proceedings dismissing the appeals.