Abhishek Nagori Liquidator of M/s. Osaka Pharmaceuticals Private Limited vs M/s. Osaka Pharmaceuticals Private Limited

The case is fixed for pronouncement of order.

The order is pronounced in open Court vide separate sheet.

Per: Bench

An Interlocutory Application is filed under Section 35(1)(n) of Insolvency and Bankruptcy Code, 2016 r/w Regulation 45(3) (a) IBBI (Liquidation Process) Regulations, 2016 ("Liquidation Regulation") seeking closure of liquidation process in view of successful sale of Corporate Debtor as a going concern.

Brief facts of the case, as averred by the Applicant are that the Operational Creditor i.e. M/s. Western Pharma filed application under Section 9 of the Code for initiation of the Corporate Insolvency Resolution Process ("CIRP") against the Corporate Debtor, which was admitted vide order dated (10^{\text{th}}) October, 2018 and appointed Mr. Hiten M. Parikh as Interim Resolution Applicant (“IRP”) of the Corporate Debtor.

That the Applicant has filed an application under Section 22 of the Code to replace the IRP, vide dated 11^th January 2019 Mr. Abhishek Nagori appointed as RP of the Corporate Debtor.

That in the said Company Petition the RP Mr. Abhishek Nagori filed an IA No. 439 of 2019 under Section 33 of the Insolvency and Bankruptcy Code, 2016 for seeking liquidation of the Corporate Debtor viz. M/s. Osaka Pharmaceuticals Private Limited., and vide order dated 30^th September, 2019 an order of Liquidation of the Corporate Debtor was passed, wherein the Applicant was confirmed to act as ‘Liquidator’.

That the Applicant made public Announcements dated 5^th October, 2019 under Form-B as per Regulation 12 of the Liquidation Regulation whereby claims were received and Stakeholders Consultation Committee (“SCC”) was constituted as per Regulation 31A of the Liquidation Regulation.

That in the 4^th SCC meeting dated 29^th September, 2020 it was resolved to sale the Corporate Debtor as going concern or set of asset collectively at reserve price of Rs. 12.32 Crore and try to dispose of the assets of the Corporate Debtor. In pursuance of that the Applicant made 8^th Public Announcement on 30^th October, 2020 and e-auction was conducted on 26^th November, 2020 and e-auction was extended to 16^th December, 2020. The details of assets are as under:

That one Mr. Sachin Bhandari was declared as Successful Bidder in the auction dated 16^th December, 2020. He has participated in 8^th e-auction and made bid of an amount of Rs. 12,32,00,000/- for the Corporate Debtor to purchase Corporate Debtor as a going concern along with all its assets including land and building, plant and machinery and financial assets.

That the Applicant issued letter of Intent and confirmation of sale on 22nd December, 2020 to the successful bidder and also requested to deposit the remaining amount of Rs. 11,08,80,000/- within 90 days i.e. 21st March, 2021 provided that payment made after 30 days i.e. 20th January, 2021 shall attract @12% pa. The successful bidder paid remaining amount on 9th March, 2021. The copy of the sale certificate issued to successful bidder is annexed with the application.

That after the successful sale of Corporate Debtor as a going concern, Successful Bidder has filed an IA No. 156 of 2021 seeking certain relief and concessions from this Tribunal, wherein following order is passed on 21st September, 2021.

Upon liberty granted the Liquidator filed an application under Section 60(5) of the Insolvency and Bankruptcy Code, 2016 r.w Regulation 32(e) and 32A of the IBBI (Liquidation Process) Regulations, 2016 and Rule 11 of the Insolvency and Bankruptcy (Application to Adjudicating Authority) Rules, 2016 bearing IA No. 731 of 2021 seeking certain reliefs and concessions. The same are granted vide order dated 17^th May, 2023.

That the Liquidation process of the Corporate Debtor was expired on 14^th March, 2024, during the process the Liquidator has taken various extensions/exclusions for the liquidation period. That the Applicant has submitted its progress reports under Regulation 15 of the Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations, 2016. The Applicant also filed its preliminary report & assets memorandum, on 14^th December, 2019.

That the Applicant distributed realised amount as per Section 53 of the Code, the distribution is mentioned herein below for reference and convenience;

That (8^{\text{th}}) SCC meeting was conducted on (28^{\text{th}}) December, 2023 wherein Applicant informed members of SCC that Liquidator shall file an application for closure of liquidation process of the Corporate Debtor, wherein Corporate Debtor is sold as a going concern. Hence, this application is filed praying closure of the liquidation process and reliving liquidator to discharge his duties.

As per Regulation 45(3) of Liquidation Regulations, Applicant submitted Form-H along with Final report and Audited financial statements of the Corporate Debtor. The liquidator had filed an application for relief and concessions which was allowed in IA 731 of 2021 and disposed of.

Heard Ld. Counsel for the Applicant and perused the facts pleaded.

In view of the same, being satisfied with the documents presented, we pass the following orders.

The liquidation process of the Corporate Debtor is closed in terms of Regulation 45(3)(a) of IBC (Liquidation process) Regulations, 2016 r/w Rule 11 of NCLT Rules 2016.

The successful purchaser of the entity who has purchased the Corporate Debtor as "going concern" is directed to take over the entity and file necessary documents to the ROC and other regulatory authorities in compliance with the Companies Act and file compliance in the main petition filed in this matter.

The liquidator is discharged of his duties but is directed to complete the residuary issues, if any, in terms of Sec 35(1) of the IBC 2016 and ensure compliance with Para 2 of this order.

This application is allowed and stands disposed of.