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HIGH COURT OF DELHI
Date of Decision: 08.09.2025
SU KAM POWER SYSTEMS LIMITED .....Petitioner
Through: Ms. Bani Brar, Adv.
Through: Mr. Rohan Jatiley, CGSC
Singh and Mr. Yoyga Bhatia, Advs. for UOI.
JUDGMENT
1. This Court by order dated 15.07.2025 passed the following directions:
management was appointed by the NCLT. Reliance is placed by the learned Counsel for the Petitioner to the order passed by the NCLT, more specifically the following extract: “In the result, we hold that, the e-auction was conducted on 12.10.2020 and 14.10.2020 on the reserve price of Rs. 40 crores, and the letter of intent issued in favour of respondent nos. 1 to 4 on 16.10.2020, stands confirmed. The sale of the Corporate Debtor as a going concern in favour of respondent nos. 1 to 4 stands confirmed. As a result, prayer (A) & (B) of this application stand allowed. In so far as penalty and other issue are concerned it will be dealt with in accordance with law.” [Emphasis supplied]
4. Learned Counsel for the Petitioner submits that the grievance of the Petitioner essentially stems from the fact that despite the fact that the IBC provides the auction purchaser shall not be saddled by the liability for these offences prior to the date that the Petitioner/Company was sold as a going concern, the Impugned notices were sent for the offences committed by the Petitioner/Company [Petitioner herein]. 4.[1] Reliance is placed on Section 32A(2) of the IBC in this behalf to submit that it is set out in the IBC that no action would be taken in relation to offences committed against the corporate debtor [Petitioner herein] in relation to offences committed prior to the commencement of the CIRP process when the process results in a change of control of the corporate debtor to a person who is not either a promoter or a person involved in an investigation which has been launched against the corporate debtor who has neither aided or abetted or conspired for the commission of such offence.
5. Learned Counsel for the Petitioner submits that since the Petitioner/Company has undergone sale as a going concern with effect from 23.05.2022, the Petitioner cannot be make liable for the period prior to the cut off date, and thus, the show cause notices that have been issued are without any jurisdiction and not in accordance with law.
6. The matter requires further examination.
7. Issue Notice. 7.[1] Learned Counsel for the Respondents accept Notice and seeks some time to file a response.”
2. Learned Counsel for Respondent No. 1 submits that the Respondent No.1 has filed its Affidavit in response to the Petition, wherein it is set out that Respondent No. 1 had initiated prosecution against the officers of the Petitioners priorly. In addition, it is contended that the impugned notices were not intended to be sent to the Petitioner Company. Reliance in this behalf is placed on paragraphs 4 and 5 of the Counter-Affidavit which are set out below:
3. Learned Counsel for the Petitioner submits that in view of the statement made on affidavit by Respondent No. 1, the prayers in the present Petition stand satisfied. However, learned Counsel for the Petitioner points out that office memorandum dated 17.01.2024 issued by the Deputy Director (Cost), Government of India, Ministry of Corporate Affairs, Cost, Audit Branch contains certain typographical errors and that the Petitioner may be granted liberty to take appropriate steps to have these errors corrected.
4. The Petition is accordingly disposed of in the aforegoing terms. Liberty is granted to the Petitioner to take appropriate steps for correction of any errors in the Office Memorandum dated 17.01.2024, albeit in accordance with law.
TARA VITASTA GANJU, J SEPTEMBER 8, 2025