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Judgment
The case is fixed for the pronouncement of the order. The order is pronounced in the open court, vide separate sheet.
The present Application IA(Dis.)/25(AHM)/2024 has been filed under Section 54 of the Insolvency and Bankruptcy Code, 2016 r.w. Regulation 45(3) of IBBI (Liquidation Process) Regulations, 2016 by the Liquidator of the Corporate Debtor, Ila Metals Private Limited, seeking relief as follows:
a)allow the present application;
b)pass an order under Section 54 of the Insolvency and Bankruptcy Code, 2016 read with Regulation 45(3) (b) of the IBBI (Liquidation Process) Regulation 2016 seeking dissolution of the Corporate Debtor M/s. Ila Metals Private Limited;
c)grant any other relief as may deem fit in the interest of justice.
2. Facts of the Case:
a. The Applicant states and submits that, M/s Ila Metals Private Limited was incorporated on 21/03/2018 under the provisions of the Companies Act, 2013, bearing CIN No. U93090GJ2018PTC101401 and having its registered office situated at B 86 Vraj Dham Society Kamla Nagar Ajwa Road, Vadodara, Gujarat, India- 390019.
b. The Applicant states and submits that, one of the Operational Creditor M/s. Somani Multibiz Ltd had preferred and filed an application under Section 9 of the Insolvency and Bankruptcy Code, 2016 seeking Initiation of Corporate Insolvency Resolution Process ("CIRP") against the Corporate Debtor i.e. M/s Ila Metals Private Limited.
c. The Applicant states and submits that, this Tribunal vide its order dated 08.02.2023 passed in CP(IB) No. 39/9/NCLT/AHM/2020 admitted the application filed under Section 9 of the Code and initiated the CIRP of Corporate Debtor. Further in the same order this Tribunal was pleased to appoint Mr. Shivkumar Baser, as the Interim Resolution Professional ("IRP") of the Corporate Debtor. A copy of Admission Order dated 08.02.2023 is annexed at Annexure-A to the Final Report dated 11.10.2024 attached at Annexure-A of the present application.
d. The applicant states and submits that as there were no assets excepts loans and advances of the corporate debtor, the members of CoC in its Ninth Meeting dated 25.12.2023 resolved to initiate liquidation process of Corporate Debtor. Accordingly, an interlocutory application bearing IA No. 17 of 2024 in CP (IB) No. 125 of 2021 came to be preferred by the applicant seeking for liquidation of Corporate Debtor. The applicant submits that this Tribunal vide order dated 08.07.2024 passed an order of liquidation and further appointed applicant herein as liquidator of the Corporate Debtor. A copy of Liquidation Order bearing IA No. 17 of 2024 in CP(IB) No. 125 of 2021 dated 08.07.2024 is annexed at Annexure-C to the Final Report dated 11.10.2024 attached application at as Annexure-A of the present application.
e. The Applicant states and submits that, subsequently the Liquidator made the public announcement in the prescribed "Form-B" as required under the Regulation 12 of the IBBI (Liquidation Process) Regulations, 2016 in English & Gujarati Newspaper i.e. "Financial Express" on 10.07.2024 and invited the claims from all the stakeholders of Corporate Debtor. A copy of public announcement in Form-B dated 10.07.2024 is annexed at Annexure-D to the Final Report dated 11.10.2024 attached at Annexure-A of the present application.
f. The Applicant states and submits that, Applicant in compliance of Regulation 13 of the IBBI (Liquidation Process) Regulations, 2016, prepared a Preliminary report along with Asset Memorandum and List of stakeholders and the same came to be filed with the registry of Tribunal on 04.09.2024. The details of the stakeholders are as under:
| Sr. No. | Name of the Creditor | Amount Admitted |
|---|---|---|
| 1 | Somani Multibiz Ltd (Operational Creditor) | 1,79,24,908/- |
| 2 | State Tax Officer State Tax Department, Vadodara (Operational Creditor Govt Authorities) | 5,38,77,465/- |
A Copy of Preliminary Report along with Asset Memorandum and List of Stakeholder is attached at Annexure- F of the Final Report dated 11.10.2024 of the present application.
g. The applicant states that, in accordance with Regulation 41 of the Liquidation Regulation, applicant has to opened a new bank account in the name of Corporate Debtor 'in Liquidation', with ICICI Bank.
h. The applicant further submitted Preliminary Report within 75 days and an Asset Memorandum in accordance with Regulation 34 of the IBBI (Liquidation Process) Regulations, 2016 to this Tribunal on 04.09.2024. The applicant submits that copy of Preliminary Report, Assets Memorandum and List of Stakeholders are annexed at Annexure-F of the Final Report dated 11.10.2024 attached at Annexure-A of the present application.
The applicant submits that the liquidator has conducted and completed the liquidation process of corporate debtor and has disposed off assets of corporate debtor. Further as all the assets of corporate debtor are liquidated and there being no other assets to be utilized for recovery of dues of the creditors/stakeholders, the applicant conducted meeting of SCC on 18.07.2024 and 27.09.2024 wherein the SCC resolved for dissolution of Corporate Debtor Company. A copy of the Minutes of the Minutes of the respective Meeting dated 18.07.2024 and 27.09.2024 is annexed here and marked as ANNEXURE-E and ANNEXURE-G to the Final Report dated 11.10.2024 attached at ANNEXURE-A of the present application.
j. The Applicant submits that applicant in accordance with Regulation 15 of the IBBI (Liquidation Process) Regulations, 2016 has prepared 1st Progress Report for the period 08.07.2024 to 30.09.2024 and same came to be submitted before this Tribunal on 18.07.2024. A copy of First and Final Progress Report is annexed here and marked at Annexure-H to the Final Report dated 11.10.2024 attached at Annexure-A of the present application.
k. The applicant states that the applicant had closed the Bank account of the Corporate Debtor as maintained by the Liquidator. A copy of the Closure Letter of the Bank Account is annexed here and marked as ANNEXURE-B to the present application.
The Applicant submits that in view of the aforesaid facts and circumstances of the case, the applicant herein has preferred this application before this Tribunal seeking an order for dissolution of the Corporate Debtor.
3. Grounds:
a. It is submitted that liquidation process has been conducted and is completed. Further there are no assets of the company which are required to be disposed of.
b. It is submitted that applicant has completed all the statutory procedures as envisaged under the provisions of the Insolvency and Bankruptcy Code, 2016 and thereafter in compliance of his duties as liquidator has filed the present application seeking for dissolution of Corporate Debtor;
c. It is submitted that the liquidator while preparing the final report based upon and detailing the capital structure of the Corporate Debtor and the estimates of its assets and liabilities as on the liquidation commencement date came to the conclusion that there being no assets realizable or saleable. Thus, it is found appropriate to go for dissolution in the interest of justice.
d. The Applicant herein has not filed any other application concerning subject matter of this application before any other court including the Hon'ble Supreme Court of India.
e. The applicant craves leave of this Tribunal to add, alter or amend the contents of Application when required.
The Applicant/Liquidator submitted a synopsis of the compliance made attached with the application which have been tabulated as under:
| S. No | COMPLIANCE | (YES/NO) | PAGE NO. IN THE APPLICATION |
|---|---|---|---|
| 1 | (Regulation 12) Public Announcement in Form B | YES | Page No. 54-55 of the Main Application |
| 2 | (Regulation 35(2)) Appointment of Registered Valuers where no valuation conducted during CIRP | NO | |
| 3 | (Regulation 31(2)) Filing the List of Stakeholders within 45 days of LCD | YES | Page No. 80-83 of the Main Application |
| 4 | Regulation 31A Constitution of SCC within 60 days | YES | Page No. 56-65 of the Main Application |
| 5 | Regulation 13 Preliminary Report | YES | Page No. 66-75 of the Main Application |
| 6 | Regulation 34 Preparation of Asset Memorandum | YES | Page No. 76-79 of the Main Application |
| 7 | Regulation 41 Opening of Bank Account in the name of the company | YES | |
| 8 | Proof of Closure of the above Bank Account and other account in the name of the Company | YES | Filed through affidavit on 12.12.2024 |
| 9 | Regulation 15 Quarterly Progress Reports and proof of filing the same before this Tribunal | YES | Page No. 95-103 of the Main Application |
| 10 | Regulation 36 Asset Sale Reports after sale of Reports | N/A | In view there were no assets. |
| 11 | Regulation 42(2) Proof of Distribution within Ninety days from the receipt of realization | N/A | |
| 12 | Regulation 45 (3) Final report | YES | Final Report from Page No. 19-21 & Form-H on 22-25 of the Main Application |
| 13 | Regulation 5 (1) (e) Compilation of Minutes of SCC | YES | Page No. 56-65 & 84-94 of the Main Application |
| 14 | Regulation 15 Audited Accounts of receipts and Payments | NO | |
| 15 | Regulation 37 Completion of Liquidation Process within one year from Liquidation Commencement Date or extension if any, date of the order & period | YES | |
| 16 | To furnish details of any application pending before any adjudicating authority, if any. | NO | |
| 17. | Whether any application pending before this tribunal in relation to the Corporate Debtor, if any. | NO |
The Applicant/Liquidator submitted a tabulated representation of the realisation of the assets/sales as under. As submitted table shows, there was no asset or no amount recovered from the Corporate Debtor.
18. REALISATION:
| Si No. | Assets | Mode of Sale | Estimated Liquidation Value | Realisation amount (In Rs.) | Date of Transfer into Liquidation Account |
|---|---|---|---|---|---|
| (1) | (2) | (3) | (4) | (5) | (6) |
| NA | NA | NA | NA | NA | NA |
The applicant/Liquidator submitted a tabulated representation of the distribution of proceeds as under:
19. DISTRIBUTION:
| Sl. No. | Stakeholders* under section 52 and 53 (1) | Amount Claimed | Amount Admitted | Amount Distributed | Amount Distributed to the Amount Claimed (%) | Remarks |
|---|---|---|---|---|---|---|
| (1) | (2) | (3) | (4) | (5) | (6) | (7) |
| 1 | Realization of Security Interest | NA | NA |
| 2 | CIRP Cost | Nil | Nil | Nil | Nil | Amount Contributed by SCC Member |
| 2A | Liquidation Cost [Sec. 53(1)(a)] | 50,000 | 50,000 | 50,000 | 100% | Amount Contributed by SCC Member |
| 3 | Workmen's Dues [Sec. 53(1)(b)(i)] | Nil | Nil | Nil | Nil | |
| 4 | Debts of Secured Creditors [Sec. 53(1)(b)(ii)] | Nil | Nil | Nil | Nil | |
| 5 | Wages and Unpaid Dues to Employees [Sec. 53(1)(c)] | Nil | Nil | Nil | Nil | |
| 6 | Debts of Unsecured Financial Creditors [Sec. 53(1)(d)] | Nil | Nil | Nil | 0 | |
| 7 | Government Dues + Amount Unpaid following Enforcement of Security Interest [Sec. 53(1)(e)] | 53877465 | 53877465 | Nil | 0 | |
| 8 | Any remaining Debts and Dues [Sec. 53(1)(f)] Ms Somani Mubbiz Ltd | 30830842 | 17924908 | Nil | 0 | |
| 9 | Preference Shareholders [Sec. 53(1)(g)] | Nil | Nil | Nil | 0 | |
| 10 | Equity Shareholders [Sec. 53(1)(h)] | Nil | Nil | Nil | 0 | |
| Total | 84758307 | 71852373 | 50,000/- | |||
A perusal of the above table reveals that out of the total claimed amount of Rs. 8,47,58,307/-, an amount of Rs. 7,18,52,373/- was admitted, against which, total realisation was NIL. To meet the CIRP and Liquidation cost, the SCC contributed an amount of Rs. 50,000/-, leaving a NIL balance.
It is also submitted vide hearing dated 18.12.2024, that the applicant has filed liquidation account closure bank certificate by way of an affidavit on 12.12.2024 vide Inward Diary No. D8960.
We have heard the counsel for the applicant and perused the material available on record.
10. Findings and Observation of this Tribunal:
Section 54 of the IBC, 2016 provides for dissolution which is reproduced as follows: -
Section 54
(1)where the assets of the corporate debtor have been completely liquidated, the liquidator shall make an application to the Adjudicating Authority for the dissolution of such corporate debtor.
(2)The Adjudicating Authority shall on application filed by the liquidator under subsection (1) order that the corporate debtor shall be dissolved from the date of that order and the corporate debtor shall be dissolved accordingly.
(3)A copy of an order under sub-section (2) shall within seven days from the date of such order, be forwarded to the authority with which the corporate debtor is registered.”
Upon a comprehensive examination of Regulation 14 to 45 of the IBBI (Liquidation Process) Regulations as well as Section 54 of the Insolvency and Bankruptcy Code, 2016 and from the averments made in the Application along with the perusal of the final report and the Compliance Certificate filed in Form-H by the Applicant, this Tribunal observes that the Corporate Debtor has been completely liquidated. No assets are left with for any further disposal.
Since the assets of the Corporate Debtor are completely liquidated, there remains nothing and no applications are pending in the matter. In the circumstances, as averred and as prayed for by the Applicant that an order for dissolution is to be passed by this Tribunal under Section 54(1) of the Code.
Based on the above observations and in exercise of the powers conferred under Section 54(1) of IBC, 2016, we pass the following order:-
The Adjudicating Authority in exercise of powers conferred to it under Section 54(2) of the IBC, 2016 orders that the Corporate Person (Applicant Company) viz., M/s. Ila Metals Private Limited having CIN No. U9390GJ2018PTC101401 stands dissolved from the date of this order.
The Registry of this Bench and the Applicant/liquidator is directed to serve a copy of this order to the RoC concerned, Income Tax Department and also to the IBBI within seven days from this order for information and necessary action.
The Applicant/Liquidator shall preserve physical or electronic copy of the reports, registers, and books of account referred to in Regulations 45A of the IBBI (Liquidation Process) Regulations, 2016 for at least eight years after the dissolution of the Corporate Debtor, either with himself or with an information utility.
Consequently, the Applicant/liquidator Mr. Rahul Nareshbhai Shah is hereby discharged from his duties and responsibilities as the liquidator of the Corporate Debtor.
Accordingly, with the above directions, the present application i.e. IA(Dis.) 25 of 2024 in CP(IB) 125 of 2021 stands allowed and disposed of.