Gujarat High Court
Sherisha Technologies Private Limited vs Airports Authority Of India on 28 August, 2025
Author: A. S. Supehia
Bench: A.S. Supehia
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Reserved On : 21/08/2025
Pronounced On : 28/08/2025
IN THE HIGH COURT OF GUJARAT AT AHMEDABAD
R/SPECIAL CIVIL APPLICATION NO. 10372 of 2024
With
CIVIL APPLICATION (FOR STAY) NO. 1 of 2024
In R/SPECIAL CIVIL APPLICATION NO. 10372 of 2024
With
CIVIL APPLICATION (FOR ORDERS) NO. 1 of 2025
In R/SPECIAL CIVIL APPLICATION NO. 10372 of 2024
With
CIVIL APPLICATION (DIRECTION) NO. 2 of 2025
In R/SPECIAL CIVIL APPLICATION NO. 10372 of 2024
With
CIVIL APPLICATION (FOR AMENDMENT) NO. 3 of 2025
In R/SPECIAL CIVIL APPLICATION NO. 10372 of 2024
FOR APPROVAL AND SIGNATURE:
HONOURABLE MR. JUSTICE A.S. SUPEHIA Sd/-
and
HONOURABLE MR.JUSTICE R. T. VACHHANI Sd/-
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Approved for Reporting Yes No
✔
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SHERISHA TECHNOLOGIES PRIVATE LIMITED
Versus
AIRPORTS AUTHORITY OF INDIA
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Appearance:
MR RASHESH SANJANWALA, SENIOR ADVOCATE with
MR MEHUL PARTI with MS HARSHITA MALIK with
MR MAULIK VAKHARIYA for the Petitioner(s) No. 1
MR ABHISHEKKUMAR C MALVI(9941) for the Petitioner(s) No. 1
MR DHANESH PATEL with MR BHADRISH RAJU for MR HASIT R VED
(13794) for the Respondent(s) No. 1
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CORAM:HONOURABLE MR. JUSTICE A.S. SUPEHIA
and
HONOURABLE MR.JUSTICE R. T. VACHHANI
CAV JUDGMENT
(PER : HONOURABLE MR. JUSTICE A.S. SUPEHIA)
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1. In the present writ petition, the petitioner-
Company has assailed the decision of the
respondent-Airports Authority of India, rejecting
the Technical Bid submitted on 04.03.2024.
2. The petitioner-Company was informed about the
rejection of the Technical Bid vide email dated
04.07.2024.
BRIEF FACTS :
3. The petitioner-Company is incorporated under
the provisions of the Companies Act, 1956 having
its registered office at No.1/171 Old
Mahabalipuram Road, Thiruporur, Chennai, Tamil
Nadu. It is a multifaceted conglomerate with a
diverse portfolio spanning Pharmaceuticals,
MedTech, Green Mobility, Renewable Energy, Power
Trading and Logistics.
4. The petitioner-Company had acquired the
various companies through Insolvency and
Bankruptcy Code, 2016 (IBC) and one of such
companies acquired by them is Cura Healthcare
Private Limited in January, 2022. The dispute in
the present writ petition is directly connected
to this Company - Cura Healthcare Private
Limited. Pursuant to the Requests For Proposal
(RFP), wherein E-bid (Tender ID No.) No.2024AAI-
186592-1 was issued by the respondent authorities
inviting bids to enter into concession agreement
for designing, fitting out, financing, developing
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marketing, operating, maintaining, and managing
the retail outlets at the Rajkot International
Airport, Hirasar, Rajkot, the petitioner-Company
submitted its Bid, which was rejected by the
respondent authorities on 04.07.2024.
5. The said Technical Bid of the petitioner-
Company was rejected for the sole reason that the
information regarding debarment of Cura
Healthcare Private Ltd. by the All India
Institute of Medical Sciences (AIIMS) vide
Memorandum dated 28.06.2021, which was acquired
by the petitioner-Company in the year 2022, was
not disclosed in the RFP.
SUBMISSIONS MADE ON BEHALF OF PETITIONER :
6. Learned Senior Advocate Mr.Sanjanwala,
appearing for the petitioner-Company has
submitted that the National Company Law Tribunal
at Chennai (NCLT) in IBA/1325/2019 has appointed
the Interim Resolution Professional in the
proceedings initiated by one Ms.Gomati, an ex-
employee of DE Healthcare Private Ltd. under
Section 9 of the Insolvency and Bankruptcy Code,
2016, against Cura Healthcare Private Ltd, which
was subsequently confirmed as a Resolution
Professional (RP). The Resolution Professional
issued an Information Memorandum dated 24.08.2020
and published an invitation inviting expression
of interest from the interested and eligible
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respective resolution applicants on 08.07.2020
and again on 30.07.2020. It is submitted that
during the pendency of Corporate Insolvency
Resolution Process (CIRP), the Resolution
Professional filed an application under Section
19 of the Insolvency and Bankruptcy Code, 2016
(IBC) before the NCLT seeking the direction
against the unsatisfied management of Cura
Healthcare Private Ltd. to extend cooperation by
providing the documents sought under Section 19
of the IBC. It is submitted that accordingly, the
proceedings further went on and ultimately, the
Resolution Plan submitted by the petitioner-
Company was approved by the NCLT vide order dated
13.01.2022.
7. It is submitted that as per the condition of
the RFP and as required under Form No.1 under
Appendix I, the petitioner-Company declared that
in the last 03 (three) years, the petitioner or
any of the consortium members of their affiliates
have neither failed to perform on any contract,
as evidenced by the position of penalty by an
arbitral award, or judicial authority, or a
judicial precedent, nor has been expelled from
any project or contract by any public authority,
nor have had any contract terminated by any
public authority for breach. It is submitted that
the petitioner-Company participated in the tender
process however, on an anonymous complaint dated
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04.05.2024 received by the respondent authorities
against the petitioner-Company, the Airports
Authority of India, Pune vide email dated
06.05.2024 called upon the petitioner-Company to
offer its clarification in respect of the alleged
complaint dated 04.05.2024 and the petitioner-
Company for the first time came to know about the
debarment of Cura Healthcare Private Ltd.
Thereafter, it is submitted that the Technical
Bid of the petitioner-Company was rejected only
on the ground of non-disclosure of the
information of its affiliate Cura Healthcare
Private Ltd. relating to its debarment. He has
submitted that the AIIMS, by an order dated
28.06.2021, had debarred the Cura Healthcare
Private Ltd for a period of three years for non-
maintenance of x-ray digitizer.
8. While referring to the decision of the Apex
Court, in the case of Ghanashyam Mishra and Sons
Private Limited vs. Edelweiss Asset
Reconstruction Company Limited, (2021) 9 S.C.C.
657, it is submitted by learned Senior Advocate
Mr.Sanjanwala that the petitioner-Company at the
first place was not required to disclose the
debarment of Cura Healthcare Private Ltd., which
was on 28.06.2021, as the petitioner-Company,
after the Approval Order of the Plan by the NCLT,
can be said to have obtained a 'clean slate' to
the debarment of Cura Healthcare Private Ltd.
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9. It is contended that the IBC framework is
designed to provide a clean slate to the
resolution applicants i.e. like the petitioner-
Company, allowing them to take over the insolvent
companies free from past liabilities and non-
compliance. It is submitted that on the principle
of 'clean slate', not only the financial claims,
but the other past liability and stigma attached
to Cura Healthcare Private Ltd. gets extinguished
and hence, the petitioner-Company was not
required to disclose the past debarment of its
affiliate. He has submitted that the rejection of
the Technical Bid of the petitioner-Company on
account of non-disclosure of the debarment of
Cura Healthcare Private Ltd. is not only
arbitrary, but it is also against the
fundamentals of the IBC framework for the
Insolvency Resolution. It is submitted that once
the petitioner-Company has acquired its
affiliate, Cura Healthcare Private Ltd. upon the
Plan Approval Order dated 13.01.2022 by the NCLT,
the past debarment fails to account for, since
there has been change in management and
ownership, as brought up by the IBC.
10. Learned Senior Advocate Mr.Sanjanwala has
urged that the debarment of Cura Healthcare
Private Ltd. has to be ignored as it has occurred
before the petitioner-Company took control of its
day-to-day affairs and the Technical Bid of the
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petitioner-Company was required to be evaluated
independently to the historical actions of Cura
Healthcare Private Ltd. It is submitted that the
respondent authorities have failed to distinguish
the status of Cura Healthcare Private Ltd., pre
and post Resolution and as per the settled legal
precedents, as enunciated by the Apex Court in
various judgements, including the judgement of
Ghanashyam Mishra (supra), the petitioner-Company
was not required to disclose such information.
11. Another submission which has been advanced by
learned Senior Advocate Mr.Sanjanwala is that the
petitioner-Company was not aware about debarment
of Cura Healthcare Private Ltd. by the AIIMS. It
is submitted that in terms of the IBC, Cura
Healthcare Private Ltd. was under the sole
management and control of the Resolution
Professional during its moratorium period and the
Resolution Professional was unable to obtain the
information about the debarment of Cura
Healthcare Private Ltd., for which the Technical
Bid of the petitioner-Company ought not have
rejected. It is submitted that the petitioner-
Company was not aware about the purported
memorandum of debarment of Cura Healthcare
Private Ltd. till the respondent authorities, on
an anonymous complaint, asked them to tender the
explanation. It is submitted that thereafter, the
petitioner-Company also inquired from the
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Resolution Professional as to whether he was
having the knowledge of debarment of Cura
Healthcare Private Ltd. or not however, in
response to the email sent to the Resolution
Professional, it is manifest that the Resolution
Professional was also not having any information
about the same.
12. Learned Senior Advocate Mr.Sanjanwala has
further submitted that in such circumstances,
since the petitioner-Company was never made aware
about the debarment order in the proceedings
before the NCLT and once the Plan Approval Order
was passed, the respondent cannot travel beyond
the plan approval order by the NCLT and hence,
could not have rejected the Technical Bid. It is
submitted that since the Information Memorandum
never disclosed the debarment of the Cura
Healthcare Private Ltd., the same will not apply
to the RFP. He has submitted that since the
petitioner-Company was never made aware of the
debarment or they did not know about the
memorandum passed by the AIIMS, debarring Cura
Healthcare Private Ltd. on 28.06.2021, the
petitioner-Company was unable to disclose any
information as mandated by the RFP. It is
submitted that the petitioner-Company has never
been debarred by any public entity and they have
precisely filled in Form No.1 of the RFP and in
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line of the declaration sought by the respondent
authorities.
13. Learned Senior Advocate Mr.Sanjanwala has
submitted that the respondent authorities have
failed to appreciate that Cura Healthcare Private
Ltd. was debarred by the AIIMS for non-
maintenance of x-ray digitiser during the period
of CIRP i.e. that is when Cura Healthcare Private
Ltd. was under operational distress and moratory,
and the petitioner-Company having acquired the
Cura Healthcare Private Ltd. with the intent of
reviving its operation and running the company as
a going concern, such an acquisition cannot have
an impact of burdening. The Resolution Applicant
i.e. the petitioner-Company with the liabilities
flowing off the erstwhile management, more
particularly, when the RFP in question is for
inviting bids to enter into concession agreement,
which is not even remotely connected with the
non-maintenance of X-ray digitiser.
14. Learned Senior Advocate Mr.Sanjanwala has
also referred to the paragraph No.8 of the
concession reliefs and dispatch is sought in the
Resolution Plan and has submitted that since the
NCLT has approved the same, the orders of
debarment of Cura Healthcare Private Ltd. would
get extinguished in view of a specific clause
being paragraph No.8.
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15. Learned Senior Advocate Mr.Sanjanwala has
also referred to the Commercial Manual, 2019
published by respondent authorities i.e. Airports
Authority of India, which provides for a
mechanism to deal with anonymous complaint. While
referring to Paragraph No.10.2.2 of the said
Manual, it is submitted that an anonymous
complaint has to be addressed as per paragraph
No.3.10.4 of Chapter 3 of the Central Vigilance
Commissions (CVC), Vigilance Manual, 2017. It is
submitted that paragraph No.3.10.4 of the CVC
Manual of 2017 stipulates that "No action should
be taken on anonymous/pseudonymous complaints by
the Ministries / Departments / Organizations,
irrespective of the nature of allegations and
such complaints should be filed". Thus, it is
submitted that the respondent authorities ought
not to have acted on the anonymous complaint,
which ultimately led to the illegal rejection of
the Technical Bid.
16. While placing reliance on the judgement of
the High Court of Tripura at Agartala in the case
of SREI Infrastructure Finance Limited vs. State
of Tripura and Anr., dated 25.09.2024 passed in
Writ Petition (Civil) No.260 of 2024, it is
contended that in an identical issue, the High
Court of Tripura has set aside the decision of
blacklisting, which was passed after the approval
of the Resolution Plan by the NCLT. Thus, it is
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urged that the writ petition may be allowed by
setting aside the decision of the respondent
authorities rejecting the Technical Bid submitted
by the petitioner-Company on 04.03.2024. Reliance
is also placed on the decision of the Apex court
in the case of Manish Kumar vs. Union of India &
Anr., (2021) 5 S.C.C. 1.
SUBMISSIONS MADE ON BEHALF OF THE RESPONDENT :
17. Opposing the aforementioned submissions,
learned advocate Mr.Raju appearing for the
respondent authorities has submitted that the
issue of rejecting the Technical Bid of the
petitioner-Company is not premised on as to
whether the petition can invoke the principle of
clean slate or not, after the approval of the
Resolution Plan by the NCLT, but on the issue
that the respondent has rejected the Technical
Bid for non-disclosure of the information, as
required in the RFP. He has referred to the
debarment order of Cura Healthcare Private Ltd.
dated 20.06.2021 passed by the AIIMS and has
submitted that even if assuming that the
debarment order would get extinguished, after the
approval of Resolution Plan by the NCLT, still
the petitioner-Company was required to disclose
all the details in the Form No.1. It is submitted
that the failure of the petitioner-Company to
disclose the same, as per the requirements of RFP
would automatically entail the consequences of
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rejection of the Technical Bid. It is submitted
that for the first time, it is contended before
this Court that the petitioner-Company was not
made aware about the debarment order by the
Resolution Plan.
18. Learned advocate Mr.Raju has submitted that
it is the culture of non-disclosure of such a
vital information by the petitioner-Company,
which has to be considered and viewed very
seriously. Hence, since the respondent would not
like to have any contractual relationship with
such entity as the nature of work, for which the
RFP is issued, is very sensitive in nature and
relating to the security of an airport. It
submitted that the petitioner-Company, on oath,
has made a false declaration concealing the
debarment of its affiliate Cura Healthcare
Private Ltd. While referring to the Information
Memorandum of Cura Healthcare Private Ltd. dated
24.08.2020 and the details of statutory
compliance, learned advocate Mr.Raju has
submitted that the details, as mentioned in the
Information Memorandum, were constantly updated
by undertaking through review of the affairs of
the Corporate Debtor and hence, Cura Healthcare
Private Ltd. ought to have provided the details
of debarment. He has also referred to paragraph
No.5 of the reliefs and concessions sought by the
petitioner-Company and as referred in the order
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passed by the NCLT, and has submitted that the
Cura Healthcare Private Ltd. was aware about its
debarment and hence, they sought a period of one
year for verification of the records, which were
not available with the Resolution Professional.
19. With regard to the submission advanced of the
anonymous complaint made by learned Senior
Advocate Mr.Sanjanwala, learned advocate Mr.Raju
has submitted that the complaints, which are
referred in Chapter-3 of the CVC documents, the
introduction would clarify that the complaints,
which refer to the offences committed under the
Prevention of Corruption Act, 1988 or mal
practices / misconducts under the Conduct Rules
are governed and are required to be dealt with as
per Paragraph No.3.10 of the set CVC guidelines.
20. It is further submitted by learned advocate
Mr.Raju that in the present case, the non-
disclosure of debarment of Cura Healthcare
Private Ltd. will not fall in any of the
categories, as mentioned hereinabove and hence,
as the respondents were not required to handle
the anonymous complaint in the manner, as
canvased by learned Senior Advocate
Mr.Sanjanwala. In this regard, he has also
referred to Chapter-8, more particularly
paragraph No.8.1.2(e) of the RFP and has
submitted that as per said clause, the respondent
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authorities could independently verify any
information or evidence submitted by or on behalf
of the Bidder and hence, it is submitted that on
receipt of the anonymous complaint, which was
ultimately found to be true, the Technical Bid of
the petitioner-Company was rejected as the vital
information of debarment of its affiliate was
suppressed. Thus, it is submitted that the
present writ petition may not be entertained.
ANALYSIS
21. We have heard the learned advocates for the
respective parties at length.
22. The facts about participation of the
petitioner-Company in the tender RFP on
16.02.2024 is not in dispute. The petitioner-
Company being interested Bidder submitted its
Technical Bid on 04.03.2024. As per Form-I under
Appendix, the petitioner gave an Undertaking as
under:
"5. I/We certify that in the last three years, we/any
of the Consortium Members or our/their Affiliates
have neither failed to perform on any contract, as
evidenced by imposition of penalty by an arbitral or
judicial authority or a judicial pronouncement or
arbitration award, nor been expelled from any project
or contract by any public authority nor have had any
contract terminated by any public authority for
breach on our part".
23. On an anonymous complaint received on
04.05.2024, the respondent authorities inquired
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from the petitioner-Company about the debarment
of its affiliate company being Cura Healthcare
Private Ltd. vide email dated 06.05.2024.
24. It is the case of the petitioner-Company that
for the first time, they knew about the debarment
of Cura Healthcare Private Ltd. from the email
sent by the respondent authorities. Thereafter,
the petitioner-Company explained its position to
the respondent authorities. In the letter dated
09.05.2024 and by submitting that since the NCLT
vide its order dated 03.01.2022 had approved the
Resolution Plan with respect to Cura Healthcare
Private Ltd. (CIRP) and since they have obtained
the same on a principle of 'clean state', the
department order of Cura Healthcare Private Ltd.
cannot be considered detrimental to their bid.
25. On 14.06.2024, the respondent authorities
wrote an email to the petitioner-Company seeking
Resolution Plan and the names of all the
directors of both, the petitioner-Company and
Cura Healthcare Private Ltd., the petitioner-
Company duly responded to the queries of the
respondent authorities on 14.06.2024 and
thereafter, on 04.07.2025, the petitioner-Company
received an auto-generated email from the
Government E-procurement System that its Bid has
been rejected during the technical evaluation by
the duly Constituted Committee for not providing
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information regarding the debarment of Cura
Healthcare Private Ltd. in its Technical Bid for
the RFP.
26. It is not in dispute that the affiliate Cura
Healthcare Private Ltd. was subjected to the
rigors of the Insolvency and Bankruptcy code,
2016 in the year 2019. Cura Healthcare went into
Corporate Insolvency Resolution Process, (CIRP)
on 10.12.2019, and necessary procedure was
undertaken, under the Code by the NCLT,Chennai
Bench and the Resolution Professional also issued
an Information Memorandum on 24.08.2020.
Ultimately, the Resolution Plan submitted by the
petitioner-Company was approved by the NCLT vide
its order dated 13.01.2022. It is a case of the
petitioner-Company that on the principle of
'clean slate', as envisage by the Apex Court in
the case of Ghanashyam Mishra (supra), the
petitioner-Company was not required to disclose
the debarment of Cura Healthcare Private Ltd., as
required under the RFP.
27. It is also established from the record that
after CIRP dated 10.12.2019, and before Order
dated 13.01.2022, Cura Healthcare Private Ltd.
vide Memorandum issued by the AIIMS on
28.06.2021, it was debarred for a period of 03
(three) years for non-maintenance of X-ray
digitizers.
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ISSUES
28. Thus, twin interconnected issues fall for our
deliberation,
a) As to whether the stigma of debarment order
of Cura Health case, an affiliate of the
petitioner-Company gets extinguished after
the order approval of the Resolution Plan by
the NCLT vide its order dated 13.01.2022;
b) Whether the petitioner-Company was required
to disclose the debarment of its affiliate
Cura Healthcare as per the requirement of the
Form-I.
29. By now, it is settled legal precedent, which
emanates from the judgement of Ghanashyam Mishra
(supra) that as per the provisions of Section 31,
the approved Resolution Plan extinguishes all the
prior 'liabilities, penalties or other onerous
obligations, whether past, present or future,
accruing to the Corporate debtor or the
Resolution Applicants. The order dated 13.01.2022
passed by the NCLT has emphatically declared in
in the same lines. The Apex Court, has
comprehensively discussed the laudable object of
the ICB Code. The relevant extract is as under:
"68. All these details are required to be contained
in the information memorandum so that the resolution
applicant is aware as to what are the liabilities
that he may have to face and provide for a plan,
which apart from satisfying a part of such
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liabilities would also ensure, that the corporate
debtor is revived and made a running establishment.
The legislative intent of making the resolution plan
binding on all the stakeholders after it gets the
seal of approval from the adjudicating authority upon
its satisfaction, that the resolution plan approved
by CoC meets the requirement as referred to in sub-
section (2) of Section 30 is that after the approval
of the resolution plan, no surprise claims should be
flung on the successful resolution applicant. The
dominant purpose is that he should start with fresh
slate on the basis of the resolution plan approved.
69. This aspect has been aptly explained by this
Court in Essar Steel (India) Ltd. (CoC) [Essar Steel
(India) Ltd. (CoC) v. Satish Kumar Gupta, (2020) 8
SCC 531 : (2021) 2 SCC (Civ) 443] : (SCC p. 616, para
107)
"107. For the same reason, the
impugned NCLAT judgment in Standard Chartered
Bank v. Satish Kumar Gupta [Standard Chartered
Bank v. Satish Kumar Gupta, 2019 SCC OnLine NCLAT
388] in holding that claims that may exist apart from
those decided on merits by the resolution
professional and by the adjudicating
authority/Appellate Tribunal can now be decided by an
appropriate forum in terms of Section 60(6) of the
Code, also militates against the rationale of Section
31 of the Code. A successful resolution applicant
cannot suddenly be faced with "undecided" claims
after the resolution plan submitted by him has been
accepted as this would amount to a hydra head popping
up which would throw into uncertainty amounts payable
by a prospective resolution applicant who would
successfully take over the business of the corporate
debtor. All claims must be submitted to and decided
by the resolution professional so that a prospective
resolution applicant knows exactly what has to be
paid in order that it may then take over and run the
business of the corporate debtor. This the successful
resolution applicant does on a fresh slate, as has
been pointed out by us hereinabove. For these
reasons, NCLAT judgment [Standard Chartered
Bank v. Satish Kumar Gupta, 2019 SCC OnLine NCLAT
388] must also be set aside on this count."
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30. We may also refer the decision of the Apex
Court in the case of Manish Kumar vs. Union of
India, (2021) 5 S.C.C. 1, whereby the Apex Court
has dealt with the nuances of section 32-A of the
IBC, which stipulates of grating immunity to a
corporate debtor from criminal prosecution and
liabilities for offences. The relevant
observation is as under:
"318. The first proviso in sub-section (1) declares
that if there is approval of a resolution plan under
Section 31 and a prosecution has been instituted
during the CIRP against the corporate debtor, the
corporate debtor will stand discharged. This is,
however, subject to the condition that the
requirements in sub-section (1), which have been
elaborated by us, have been fulfilled. In other
words, if under the approved resolution plan, there
is a change in the management and control of the
corporate debtor, to a person, who is not a promoter,
or in the management and control of the corporate
debtor, or a related party of the corporate debtor,
or the person who acquires control or management of
the corporate debtor, has neither abetted nor
conspired in the commission of the offence, then, the
prosecution, if it is instituted after the
commencement of the CIRP and during its pendency,
will stand discharged against the corporate debtor.
Under the second proviso to sub-section (1), however,
the designated partner in respect of the liability
partnership or the officer in default, as defined
under Section 2(60) of the Companies Act, 2013, or
every person, who was, in any manner, in charge or
responsible to the corporate debtor for the conduct
of its business, will continue to be liable to be
prosecuted and punished for the offence committed by
the corporate debtor. This is despite the
extinguishment of the criminal liability of the
corporate debtor under sub-section (1). Still
further, every person, who was associated with the
corporate debtor in any manner, and, who was directly
or indirectly involved in the commission of such
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offence, in terms of the report submitted and report
filed by the investigating authority, will continue
to be liable to be prosecuted and punished for the
offence committed by the corporate debtor.
319. Thus, the combined reading of the various limbs
of sub-section (1) would show that while, on the one
hand, the corporate debtor is freed from the
liability for any offence committed before the
commencement of the CIRP, the statutory immunity from
the consequences of the commission of the offence by
the corporate debtor is not available and the
criminal liability will continue to haunt the
persons, who were in charge of the assets of the
corporate debtor, or who were responsible for the
conduct of its business or those who were associated
with the corporate debtor in any manner, and who were
directly or indirectly involved in the commission of
the offence, and they will continue to be liable."
31. We may also refer to the decision of the
Division Bench of this Court of High Court of
Tripura at Agartala, wherein in an identical
issue, it has held thus:
"52. Though the expression "blacklisting" has not
been specifically used in the I&B Code but the
dominant intent of the legislature is to relieve the
corporate debtor and its new management from civil
liabilities including taxation and also from criminal
prosecution from past offences. It can well be
understood that a penalty like blacklisting and
debarment from participating in future tender against
the revived company would only defeat the dominant
object of the I&B Code. As otherwise, the company
would not be able to enter into any business on
account of the scar and stigma operating due to
blacklisting and debarment imposed in respect of a
contract which could not been executed allegedly due
to the wrong doings or negligence or deliberate
misconduct on the part of the erstwhile management of
the company.
53. Apart from wrecking vengeance on the corporate
debtor operating with a new management which is not
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responsible for the past misdeeds of the erstwhile
management, such an order of blacklisting would not
serve any fruitful purpose. Rather it would defeat
the corporate debtor from reviving itself after
approval of the resolution plan by entering into new
business. It is commonly known that nowadays in all
such tender documents floated by the state or its
instrumentalities or even by private parties, the
bidders have to disclose their past history including
whether they have been blacklisted or debarred
earlier. In such circumstances, the considerations of
the bids by the revived company would be vitiated, if
its past continues to haunt it."
32. The "clean slate doctrine" was is embedded in
the judgment of the Apex Court in the case of
Essar Steel (India) (supra). The Apex Court has
underlined the primary objective of the IBC,
which is to restructure insolvency procedures in
India and bring all claims under a unified
system. The Apex Court enunciated that once a
resolution plan is approved by the NCLT, all
previous liabilities, including debts and
penalties, get extinguished. The Apex Court in
case of Ghanashyam Mishra (supra) has held that
legislative intent of making the resolution plan
binding on all the stakeholders after it gets the
seal of approval from the adjudicating authority
upon its satisfaction, that the resolution plan
approved by CoC meets the requirement as referred
to in sub-section (2) of Section 30 is that after
the approval of the resolution plan, no surprise
claims should be flung on the successful
resolution applicant, and the dominant purpose is
that he should start with fresh slate on the
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basis of the resolution plan approved. In the
case of Manish Kumar (supra), while examining the
provision of section 32-A of the IBC, it is held
that if there is approval of a resolution plan
under Section 31 and a prosecution has been
instituted 'during the CIRP against the corporate
debtor', the corporate debtor will stand
discharged, and while, on the one hand, the
corporate debtor is freed from the liability for
any offence committed before the commencement of
the CIRP, the statutory immunity from the
consequences of the commission of the offence by
the corporate debtor is not available and the
criminal liability will continue to haunt the
persons, who were in charge of the assets of the
corporate debtor, or who were responsible for the
conduct of its business or those. Thus, the
statute provides for immunity to the corporate
debtor from criminal prosecution which is
instituted during the CIRP, so that new
management can take a clean brake with the past
and start on a clean slate. The corporate debtor
after the approval of Resolution plan will not
fundamentally remain the same entity as it was
before. As held by the Tripura High Court, in
case, the stigma of debarment is held to be
continuous and in operation, the Resolution
Applicant will never be able to enter into any
business contact, and the very purpose of
proceedings of approval of resolution plan under
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the ICB will get defeated. Thus, on the overall
appreciation of the legal precedent, the doctrine
of clean slate will encompass the
order/memorandum of debarment also.
33. In the present case, NCLT vide its order
dated 13.01.2022, has held as under:
"(4) The Resolution Applicant shall have the right to
renegotiate the terms of all agreements/contracts or
terminate all agreements/contracts executed by the
Corporate Debtor with any third parties, unless
specifically mentioned otherwise in this resolution
plan, in its sole discretion, without any
liabilities, penalties or other onerous obligations,
whether past, present or future, accruing to the
Corporate Debtor or the Resolution Applicant........."
Thus, the NCLT has relieved the petitioner-
company from liabilities, penalties and onerous
obligations, past, present and future of Cura
Healthcare.
34. On the substratum of the foregoing analysis,
we are of the considered opinion that in light of
the order dated 13.01.2022 and in view of the
doctrine of clean slate, the debarment of Cura
Health care, an affiliate to the petitioner-
company gets extinguished, and as a sequel, the
petitioner -Company was not required to disclose
the debarment of Cura Healthcare in the
information supplied under Form No.1. Hence, both
the issues are answered accordingly.
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35. It is contented by the petitioner-Company
that it was not aware about the debarment of Cura
Healthcare Private Ltd. since the
Information Memorandum does not disclose the
debarment. Thus, the petitioner-Company has tried
to impress the Court on the undisclosed debarment
of Cura Healthcare Private Ltd. in the
Information Memorandum of the RFP. The
petitioner-Company is also in order to buttress
this argument, has placed reliance on the
communication of the Resolution Professional
being email dated 17.07.2024 written by the
Resolution Professional Jayshri Iyer stating that
"I do not have any knowledge of this ." (at page
No.695). However, this Court, at this stage,
cannot delve into the issue about non-
communication of the debarment order, after the
approval of the Resolution Plan by the NCLT. It
is not in the domain of this Court to revert and
examine the Information Memorandum examine the
proceeding of the NCLT.
36. So far as the contention raised by the
petitioner-Company about the an anonymous
complaint, which was required to be dealt with,
as per the CVC guidelines, also does not merit
acceptance as the respondent authorities in view
of the provisions of 8.1.2(e), as mentioned
hereinabove, has all authority to inquire and
verify the information of the Bidders and even on
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receipt of any complaint by any party, even
anonymous, the respondent authorities had the
authority to verify the same and take appropriate
action upon such verification.
37. The writ petition succeeds. The action of the
respondent rejecting the technical bid of the
petitioner-company is quashed and set aside.
Accordingly, the respondent shall proceed further
with the tender - RFP. Rule made absolute.
Sd/-
(A. S. SUPEHIA, J)
Sd/-
(R. T. VACHHANI, J)
NVMEWADA/1
