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Judgment
Per: SH. HARNAM SINGH THAKUR, MEMBER (JUDICIAL)
The present Application has been filed by Mr. Prem Chand Goyal, the Resolution Professional of Ram Lal Aneja Foods Pvt. Ltd (“Corporate Debtor”) before this Adjudicating Authority under Section 33(2) of the Insolvency and Bankruptcy Code, 2016 (“IBC” or “Code”) seeking initiation of liquidation proceedings of the Corporate Debtor on the basis of the decision taken by the Committee of Creditor (“CoC”) pursuant to 10th meeting of COC held on 06.09.2023 with 100% voting share.
The Applicant seeks the following relief:
i. Order requiring the corporate debtor to be liquidated in a manner as laid down in Chapter III of the Insolvency and Bankruptcy Code, 2016. ii. Issue public announcement stating the corporate debtor is in liquidation. iii. To pass an order requiring sending liquidation order to the authority with whom the corporate debtor is registered.
Facts of the Case:
The brief facts, as stated by the Applicant in the IA are as below:
i. The Corporate Insolvency Resolution Process, in the captioned matter of Ram Lal Aneja Foods Pvt. Ltd (“Corporate Debtor”), having its registered office at Building No.32, New Grain Market, Jalalabad, Punjab-152024, was triggered by one of the Operational Creditors of the Corporate Debtor viz. Aman Bajaj, Proprietor of M/s Jagir Chand Sham Sundar, under Section 9 of the Insolvency and Bankruptcy Code 2016. The Application of the Corporate Debtor was admitted by the Chandigarh Bench of National Company Law Tribunal vide order dated 13.01.2023. ii. Accordingly, this tribunal vide same order dated 13.01.2023 appointed Mr. Akhil Ahuja Bhasin, Insolvency Professional (“Applicant”) to act as Interim Resolution Professional (“IRP”) of the Corporate Debtor.
The IRP caused Public announcement in prescribed form A, which was published in the following national daily newspapers on 16.01.2023 in accordance with Regulation 6 of IBBI (CIRP) Regulation 2016 read with Section 13 (1) (b) and 15 of the code:
The Tribune (English Daily, Chandigarh Edition)
Punjabi Tribune (Chandigarh and Punjab Edition)
Apart from publication in newspapers, Form A (Public Announcement) was also uploaded at the web portal of Insolvency and Bankruptcy Board of India (IBBI).
The details of claim received from creditors claiming themselves as financial creditors and operational creditors are mentioned below in a tabular form:
FINANCIAL CREDITORS (FC) :-
| S No. | Name of the Creditor | Claim Submitted (Rs.) | Claim Admitted as FC (Rs.) |
|---|---|---|---|
| 1. | Punjab National bank | 62,69,91,294.01 | 62,69,91,294.01 |
| Total | 62,69,91,294.01 | 62,69,91,294.01 |
OPERATIONAL CREDITORS:
| S No. | Name of the Creditor | Claim Submitted (Rs.) | Claim Admitted (Rs.) |
|---|---|---|---|
| 1. | Aman Bajaj, Proprietor of M/s jagir Chand Sham Sunder | 8,75,105.65 | 8,75,105.65 |
| Total | 8,75,105.65 | 8,75,105.65 |
On 04.02.2023, after collating claims from the Creditors of the Corporate Debtor, the IRP constituted the Committee of Creditors in accordance with the Section 21 of IBC, 2016, with following composition of the COC :
| S No. | Name of the Creditor | Claim Submitted (Rs.) | Claim Admitted (Rs.) | Voting Share (%) |
|---|---|---|---|---|
| 1. | Punjab National Bank | 62,69,91,294.01 | 62,69,91,294.01 | 100% |
| Total | 62,69,91,294.01 | 62,69,91,294.01 | 100.00% |
Upon constitution of the Committee of Creditor, the Interim Resolution Professional convened the First Meeting of the Committee of Creditors on 10.02.2023 wherein, the quorum was duly ascertained, and the IRP presented the verified claims and the constitution of the CoC, with voting rights determined as per Regulation 17 of the IBBI (CIRP) Regulations, 2016. The IRP briefed the CoC on actions taken till date, including the current status of the corporate debtor and progress in the CIRP. The CoC considered and voted on key matters, including ratification of IRP's fees and expenses, appointment of Resolution Professional, reduction of notice period for CoC meetings, and opening of a new bank account with authorization to the IRP/RP for banking operations.
The Second Meeting of the Committee of Creditors was convened on 10.03.2023. In the said meeting COC approved the draft criteria so put up before it and agreed to publication of Form G in consonance with the same. Then on 13.03.2023 FORM G was published. In pursuance to the publication the IRP Mr. Akhil Ahuja receives 3 expressions of interest. Mr. Akhil Ahuja makes a provisional list of eligible resolution applicants on 10th April 2023 and a final list dated 15th April 2023.
The Third Meeting of the Committee of Creditors was convened on 24.03.2023, wherein the COC passes a resolution for replacing Mr. Akhil Ahuja with the present application i.e. Mr. Prem Chand Goyal as Resolution Professional. Pursuant to this an application Section 22(3)(b) is filed before this Tribunal for replacing Mr. Akhil Ahuja with the present applicant as IRP.
The 4th meeting of the COC took place on 07.04.2023. In the said meeting Mr. Akhil Ahuja informed the COC that in pursuance to publication of FORM G three Expressions of Interests had been received. Thereafter in the 4th Meeting the COC voted and approved the draft evaluation matrix and Request for Resolution Plan (RFPR), the date of submission of resolution plan was extended to 25th May 2023
On 07.06.2023, i.e. during the Fifth Meeting - Mr. Akhil Ahuja informed the COC that out of the 3 PRAS in the final list, two had submitted the resolution plans, while one i.e. M/s Nakshatra Corp Advisors Ltd. had requested for refund of its EMD in pursuance of the RFPR. A quick glance at the resolution plans was made by the COC members and Mr. Akhil Ahuja during the meeting, however the COC was informed by Mr. Akhil Ahuja that the said plans would need to be analyzed by him for checking all the compliances as per the Code, in the meanwhile the COC could also review the same and a meeting would be convened within 2 weeks for taking these forward. The Application under Section 22(3)(b) was allowed by the Tribunal on 15.06.2023 and the applicant was appointed as the Resolution Professional in place of Mr. Akhil Ahuja.
The Sixth Meeting of COC was held on 03.07.2023 and in which the applicant places the two Resolution Plans (of Mr. Naresh Goyal and Ms. Khushboo Nagpal) and compliance certificates before the COC. The members of the COC seek time for analyzing the plans. COC approved the resolution for filing application for extension of time and in keeping with the same, I.A. No. 1591 was filed by the applicant before this Tribunal which was allowed vide order dated 24th July 2023 and an extension for a period of 90 days was duly granted.
The 07th Meeting of COC was called on 24th July 2023, in the said meeting Ms. Khusboo presented her plan and there was discussion about the same in detail. In the said discussion the COC pointed out to Ms. Khusboo that her plan was conditional and advised her that if she wanted to improve or revise the same, she may do so and submit a revised plan. The other applicant Mr. Naresh Goyal could not come present due to a medical emergency.
Then on 02.08.2023 8th Meeting of the COC took place. In the said meeting the representatives of both the PRAS were present and there was detailed discussion on the plans. However there were certain discrepancies in both and they were both given one other opportunity to revise their plans and submit the same within 3 days.
The 9th meeting of the COC took place on 18.08.2023. In the said meeting, it was informed by the RP that both the Resolution Applicants have submitted the addendums to their resolution plans and the same have been submitted to the CoC along with RFRP compliance certificate and Section 29A eligibility certificate. Thereafter a detailed and final discussion took place on both the plans. After the discussion it was realized that the plan submitted by Mr Naresh Goyal was not compliant with terms of Request for resolution plan and therefore the same cannot be put to vote before COC. Thus it was decided that only Ms. Khusboo's plan would be put up for voting before the COC in the next meeting.
In the 10th meeting i.e. on 06.09.2023 the plan of Ms. Khusboo was put up for voting before the COC and the COC voted against the same. Thereafter a resolution for liquidation of the corporate debtor was put up before the COC and the same passed with 100% vote share. Hence the present application is being filed in the interest of justice and the same is bona-fide in nature.
The Applicant has also filed the Audited Balance Sheets as on the date of CIRP vide dairy no 03120/04 dated 02.06.2025.
We have perused the record carefully. It has been observed that the CoC in its tenth meeting dated 06.09.2023 has decided to liquidate the corporate debtor with 100% vote share. Therefore, the present application has been preferred by the Resolution Professional under Section 33 (2) of the Code.
The Section 33(2) reads as :
33. Initiation of liquidation. -
(1)Where the Adjudicating Authority, -***
(2)Where the resolution professional, at any time during the corporate insolvency resolution process but before confirmation of resolution plan, intimates the Adjudicating Authority of the decision of the committee of creditors 1[approved by not less than sixty-six per cent. of the voting share] to liquidate the corporate debtor, the Adjudicating Authority shall pass a liquidation order as referred to in sub-clauses (i), (ii) and (iii) of clause (b) of sub-section (1).
[Explanation. – For the purpose of this sub-section, it is hereby declared that the committee of creditors may take the decision to liquidate the corporate debtor, any time after its constitution under sub-section (1) of section 21 and before the confirmation of the resolution plan, including at any time before the preparation of the information memorandum.]
The Section 33 of the IBC lays down the circumstances under which liquidation of a corporate debtor may be initiated. Specifically, sub-section (2) provides that if the Committee of Creditors (CoC), at any time during the Corporate Insolvency Resolution Process (CIRP) but before confirmation of a resolution plan, resolves to liquidate the corporate debtor by a two-thirds (66%) majority, the resolution professional is required to intimate the Adjudicating Authority (AA), which shall then pass an order for liquidation. This provision embodies the commercial wisdom of the CoC, recognizing its authority to decide the fate of the corporate debtor.
Once the CoC passes a resolution for liquidation under Section 33(2), the Resolution Professional (RP) is obligated to communicate this decision to the Adjudicating Authority. Upon such intimation, the adjudicating Authority is mandated to pass a liquidation order.
The Section 33(2) serves as a powerful tool in the hands of the CoC to avoid unnecessary delays in cases where resolution is unlikely. It empowers financial creditors to take commercially sound decisions, while ensuring due process through mandatory voting thresholds and reasoned resolutions.
It has been submitted that the business of Corporate Debtor is not a going concern, and in the 10th meeting i.e. on 06.09.2023 the plan of Ms. Khusboo was put up for voting before the COC and the COC voted against the same. Thereafter a resolution for liquidation of the corporate debtor was put up before the COC and the same passed with 100% vote share.
In this regard, the Hon’ble Supreme Court in the matter of K. Sashidhar Versus Indian Overseas Bank & Ors. in Civil Appeal No. 10673 of 2018 has held that the commercial decision of CoC is non-justiciable. In the case at hand, it is seen that CoC with 100% majority has passed the resolution seeking liquidation of the Corporate Debtor.
In light of the above-quoted judgment, it is clear that the “Commercial wisdom of the Committee of Creditors (CoC)” is given paramount status. This Adjudicating Authority is not endowed with the powers of jurisdiction or authority to analyze or evaluate the commercial decision of the CoC. The members of the CoC are the best judges of their interest, fully conversant with market trends, and therefore, their decision should not be interfered with by this Adjudicating Authority for the reason that it is not within the judicial ambit of Adjudicating Authority to examine commercial wisdom of CoC.
In the interest of justice and propriety, when the CoC has taken the decision of liquidation of the corporate debtor, we are inclined to order the Liquidation of the Corporate Debtor.
The IBBI vide its notification bearing No. Liq-12011/214/2023-IBBI/840 dated 18.07.2023 has recommended that a person other than IRP/RP of the Corporate Debtor be appointed as the Liquidator in the case of liquidation of the Corporate Debtor. The contents of which read thus:
भारतीय दिवाला और लोअर अक्षमता बोर्ड Insolvency and Bankruptcy Board of India 7th Floor, Mayur Bhawan, Connaught Place, New Delhi-110001 Telephone : +91 11 23462900, +91 11 23462800 Fax +91 11 23462902, Web : www.ibbi.gov.in
18th July 2023
Liq-12011/214/2023-IBBI/840
To Secretary, National Company Law Tribunal Principal Bench New Delhi
Subject: Recommendation for appointment of Liquidator other than IRP/RP under section 34(4)(b) of the IBC, 2016 - regarding
The Code envisages time bound resolution of the Corporate Debtor (CD) to maximise the value of the assets. In cases where the CD has not been resolved successfully, Adjudicating Authority (AA) orders for initiation of the liquidation process of the CD and appoints a liquidator. In this regard, Section 34 of the Code provides that where AA passes an order for liquidation of the CD, the resolution professional (RP) appointed for the CIRP shall act as the liquidator unless replaced by the AA under the following three circumstances:
(i)the resolution plan submitted by the RP under section 30 was rejected for failure to meet the requirements mentioned in sub-section (2) of section 30; or
(ii)the Board recommends the replacement of a RP to the AA for reasons to be recorded in writing; or
(iii)the RP fails to submit written consent.
2.Section 34(4)(b) inter-alia provides that the AA shall replace the RP if the Board recommends the replacement for reasons to be recorded. During the review of performance of processes under the Code, it has been found that there is a meagre 4% average realisation against the admitted claims during the liquidation process whereas in Corporate Insolvency Resolution Process (CIRP) the average realisation is 32% against the admitted claims during CIRP. This necessitated for fresh perspective in the liquidation process and replacement of RP to act as liquidator. This subject has been considered by the Board and it is considered that AA may appoint a new IP as liquidator due to the following reasons:
(i)The IBC has been introduced with larger economic goals to revive the distressed viable CDs to convert non-performing assets as performing assets, promote employment, entrepreneurship, and credit by valuing capital invested in the project rather than selling in bits and pieces or recovery mechanism. The prime objective of the Code is resolution. Accordingly, in cases where the CD has not been successfully resolved or resolution plan has been failed, IP who has been assigned to conduct the resolution process of the CD, may not be recommended to continue to act as liquidator.
(ii)The Code creates an ecosystem for maximisation of the value of assets of a CD. Non-revival of the CD through CIRP adversely impacts on its value. Value is usually dependent on the time taken to resolve the insolvency since it erodes over time and rapidly once the insolvency proceedings commence. Therefore, any delay in the insolvency resolution process may make reorganisation of the CD difficult and would induce liquidation, thereby destruction of value for the stakeholders. Thus, an independent IP needs to be entrusted to conduct the Liquidation process of the CD for value maximisation while also ensuring the transparency and complete independence in two separate assignments.
(iii)The Code envisages CIRP and liquidation as two distinct processes with distinct roles and responsibilities. Thus, an IP undertakes the two different assignments as RP and Liquidator, separately. Segregating the dual role of an IP in the same CD as RP and liquidator will foster an inbuilt system of check and balance in the process, thereby enhancing the accountability of each job and strengthening stakeholder's trust in the processes under the Code. Further, it would eliminate any perverse incentives, whatsoever, available with RP in deliberately pushing the CD towards liquidation and secure next assignment on ex-ante basis.
3.In view of above justification, the Board in exercise of its powers conferred under section 34(4)(b), recommends that an IP other than the RP/IRP may be appointed as liquidator in all the cases where liquidator order is to be passed henceforth. The liquidator can be appointed from the panel list of IBBI.
(Rajesh Tiwari) General Manager
Received / Jan 2017 / M.C. To be circulated in all NCLT Branches P.B. Rajesh 31.7.23
Mr Karmal Sullangar 31/7/23 (JS)
In view of the above notification of IBBI bearing No. Liq-12011/214/2023-IBBI/840 dated 18.07.2023 we appoint Mr. Mohit Chawla as the Liquidator from the list of the panel of IBBI.
In light of the above facts and circumstances, it is hereby ordered as follows:
The IA(IBC) 2235/2023, filed by Mr. Prem Chand Goyal, the Resolution Professional of Ram Lal Aneja Foods Pvt. Ltd - the Corporate Debtor, is allowed and the Corporate Debtor is ordered to be liquidated in terms of Section 33(2) of the Code read with sub-clause (i) of clause (b) thereof;
This Adjudicating Authority appoints Mr. Mohit Chawla as the Liquidator of the Corporate Debtor. The Registration number of the Liquidator is IBBI Reg. No. IBBI/IPA-001/IP-P00524/2017-2018/10949.
The email id of the Liquidator is [email protected] and the contact no. of the Liquidator is 9888003303.
Mr. Prem Chand Goyal, the Resolution Professional of the Corporate Debtor is relieved from the present assignment as the Resolution Professional.
The Liquidator will charge fees for the conduct of the liquidation proceedings in proportion to the value of the Liquidation estate assets as specified by the IBBI and the same shall be paid to the Liquidator from the proceeds of the Liquidation estate under Section 53 of the Code.
The Liquidator shall initiate the Liquidation process as envisaged under Chapter-III of the Code and the Insolvency & Bankruptcy Board of India (Liquidation Process) Regulations, 2016.
The liquidator is directed to make a public announcement u/s 33(1)(b)(ii) of the Code, clearly stating that the Corporate Debtor is under Liquidation in terms of Regulation 12 of the Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations, 2016.
The Liquidator will also serve a copy of this order to the various Government Departments such as Income Tax, GST, VAT, etc., who are likely to have any claim upon the Corporate Debtor so that the authorities concerned are informed of the Liquidation order timely.
All the powers of the Board of Directors, and key managerial personnel, shall cease to exist in accordance with Section 34(2) of the Code. All these powers shall henceforth vest in the Liquidator.
The personnel of the Corporate Debtor is directed to extend all assistance and cooperation to the Liquidator as required by him in managing the Liquidation process of the Corporate Debtor.
The Order of Moratorium passed under Section 14 of the Code shall cease to have its effect and a fresh Moratorium under Section 33(5) of the Code shall commence. On initiation of the Liquidation process but subject to Section 52 of the Code, no suit or other legal proceeding shall be instituted by or against the Corporate Debtor save and except the liberty to the liquidator to institute the suit or other legal proceeding on behalf of the Corporate Debtor with prior approval of this Adjudicating Authority, as provided in Section 33(5) of the Code read with its proviso.
The Liquidator shall follow up and continue to investigate the financial affairs of the Corporate Debtor in accordance with provisions of Section 35(1) of the Code.
The Liquidator shall also follow up on the pending applications for disposal during the process of Liquidation including initiation of steps for recovery of dues of the Corporate Debtor as per law.
The Liquidator shall submit a Preliminary Report to the Adjudicating Authority within seventy-five days from the Liquidation commencement date as per Regulation 13 of the Insolvency and Bankruptcy (Liquidation Process) Regulations, 2016.
The Liquidator and the Registry are hereby directed to send a copy of this order within 3 days from the date of this order to the Registrar of Companies, NCT of Delhi & Haryana. The Registrar of Companies shall take further necessary action upon receipt of a copy of this order.
The Registry is directed to send a copy of this order to the IBBI for their record.
A certified copy of this order may be issued, if applied for, upon compliance with all requisite formalities.
No order as to costs.
The present Application has been filed by the Liquidator appointed by this Bench vide order dated 04.08.2025 passed in IA No. 2235/2023 in main CP(IB) No.173/Chd/Pb/2020 for seeking directions to appoint another Liquidator in his place from the IBBI List.
Mr. Mohit Chawla, applicant in the present application stated that he has already advised and participated in the CoC meetings during the CIRP period as shown at Page No. 3, Para No.5, in the capacity of Director of IPE wherein erstwhile RP i.e. Prem Chand Goyal was also Director of the same IPE.
Keeping in view the facts and circumstances that the applicant had already participated in the CoC meeting of the Corporate Debtor and in the CIRP period. Therefore, in the interest of justice, Mr. Deepak Thukral, Registration No.IBBI/IPA-002/IP-N00182/2017-18/10453 is appointed as Liquidator in place of Mr. Mohit Chawla as recorded in the order dated 04.08.2025. The said correction in the name of the Liquidator made accordingly on the same terms and conditions as recorded in the order dated 04.08.2025. Thus, IA(IBC)/1268(CH)2025 is allowed and disposed of accordingly.