Amresh Shukla Liquidator Vs State of Madhya Pradesh (NCLT Indore)
The application was filed by the liquidator of a corporate debtor under Rule 11 of the National Company Law Tribunal Rules, 2016, seeking directions against certain government officials for allegedly breaching confidentiality during the liquidation process by sharing an email dated 09.02.2024 with a prospective bidder. The liquidator contended that the email disclosed details of discussions held in a Stakeholders’ Consultation Committee (SCC) meeting regarding bidding modalities and related matters, which, according to him, constituted confidential information. He argued that confidentiality is essential to the liquidation process, that disclosure could prejudice fairness and transparency, and that the officials’ continued refusal to provide an affidavit assuring confidentiality in future reflected disregard for their obligations. The liquidator also sought departmental action against the concerned officer.
The respondents denied any intentional breach and submitted that the liquidator had exceeded his statutory role by seeking punitive action against government officials. They argued that the relevant regulations primarily govern insolvency professionals and do not impose the same confidentiality obligations on statutory authorities. According to them, the email in question merely recorded objections raised by the Commercial Tax Department during the SCC meeting and did not disclose confidential bids, valuation details, or strategic negotiation parameters. They further explained that the prospective bidder’s inclusion in the email chain occurred inadvertently due to the email system’s auto-suggest feature, since earlier communications from the liquidator had included the bidder in the recipient list. They maintained that the information shared was procedural or already known to stakeholders and that there was no mala fide intent or wrongful disclosure.
After considering the record, the Tribunal observed that confidentiality is an important element of insolvency and liquidation proceedings, particularly in matters involving competitive bidding, as disclosure of deliberations may create an uneven playing field. At the same time, the Tribunal noted that the nature and context of the information shared must be examined. On review, it found insufficient material to establish that the email dated 09.02.2024 contained confidential financial bids, valuation metrics, or strategic negotiation details. The contents mainly reflected objections and concerns raised by the Commercial Tax Department, and there was no conclusive evidence that commercially sensitive information had been disclosed.
The Tribunal also found merit in the respondents’ explanation that the inclusion of the prospective bidder in the email chain occurred because of the auto-suggest feature, especially since an earlier email dated 07.02.2024 from the liquidator had been circulated to all SCC members, including that bidder. It held that, in the absence of clear evidence showing deliberate intent to confer undue advantage, the allegation of intentional breach could not be sustained. A singular and isolated inadvertent communication, without proof of wrongful gain, misuse of information, or serious prejudice to the applicant’s rights, was held insufficient to justify punitive or coercive action. The Tribunal further held that Regulation 5(3)(c), which permits confidentiality undertakings, is enabling in nature and does not mandate affidavits in every case, and that directing departmental action against government officials was beyond the Tribunal’s jurisdiction under the Insolvency and Bankruptcy Code.
Accordingly, while observing that inclusion of a prospective bidder in such communication reflected lack of due caution and was not desirable, the Tribunal concluded that no deliberate or mala fide breach of confidentiality had been established. It declined the prayers seeking explanation, affidavit, and departmental action, dismissed the application, and directed all stakeholders, including statutory authorities and the liquidator, to exercise greater diligence in handling communications so that confidentiality, fairness, and transparency are maintained in the ongoing liquidation process.
FULL TEXT OF THE NCLT JUDGMENT/ORDER
