Amit Vijay Karia

The case is fixed for pronouncement of the order. The order is pronounced in open Court vide separate sheet.

This application has been filed by Mr. Amit Vijay Karia (for brevity, "Applicant" Resolution Professional of Chinar Retails and Infrastructure Private Limited (for brevity, "Corporate Debtor") under Section 60(5) read with Section 33(2) of the Insolvency and Bankruptcy Code, 2016 (for brevity, "the Code") in the Captioned Company Petition CP(IB) No. 54 of 2023, seeking following reliefs:

It is submitted by the Applicant that this Tribunal vide its order dated 02.05.2024 passed an order initiating the CIRP against Chinar Retails and Infrastructure Private Limited in CP (IB) No. 54 of 2023 filed by Omkara Assets Reconstruction Private Limited under Section 7 of the Code. The NCLT appointed Mr. Amit Vijay Karia as an IRP of the Corporate Debtor. Copy of said order dated 02.05.2024 passed by the NCLT, Indore Bench, is annexed as Annexure-A to the application.

It is stated that the admission order copy was received by the IRP on 06.05.2024, and the Applicant made publication of Public Announcement in Form-A as per the provisions of Regulation 6 of the IBBI (for brevity, "CIRP Regulations, 2016") on 07.05.2024.

It is stated that the applicant, in compliance with Regulations 13 & 17 of the CIRP Regulations, 2016, had filed an application bearing IA no. 277 of 2024 seeking to place the List of Creditors along with a report of the Constitution of the Committee of Creditors.

It is submitted that the 1st CoC meeting was held on 05.06.2024, wherein the IRP was confirmed as the RP. The RP apprised the CoC about the actions undertaken since the initiation of CIRP. In the same meeting, the representative of the sole CoC member apprised the RP that "they are considering liquidation of the corporate debtor as a going concern, since there is no real business or activity(ies) in the entity and rental income is the only source of revenue in relation to the units of 'Chinar Incube Business Centre'. Based on the discussion held in their internal committee, they are of the view that there does not seem to be any reasonable prospect(s) of the revival of the entity," and liquidation seems to be the best available option. informed various activities undertaken in accordance with provisions of IB Code, 2016.” Copy of the minutes of the 1st CoC meeting dated 05.06.2024 is annexed as Annexure C to the application.

It is submitted that the 2nd CoC meeting was held on 26.06.2024, wherein the RP apprised the CoC about the requirement of publication of Form-G within 60 days of the admission order. The item relating to Form-G was put for voting by the CoC, but the CoC directed the RP to defer the item. A copy of the minutes of the 2nd CoC meeting dated 26.06.2024 is annexed as Annexure D to the application.

It is submitted that the sole CoC member sent an email to the RP on 28.06.2024, directing to call an urgent CoC meeting for early Liquidation. Accordingly, the RP issued a notice on 29.06.2024 convening the 3rd CoC meeting on 01.07.2024. The Applicant herein submits that in the 3rd COC Meeting, the CoC expressed its opinion that “the Corporate Debtor is no longer an operational entity and there are no employees or workmen, nor have any claims been received from that category. Further, there are no running businesses / activities of the Corporate Debtor, and there is no potential of any turnaround of the Corporate Debtor.” In the same meeting, the CoC discussed the resolution for initiation of Liquidation process under Section 33 of the Code and further resolved and voted by Voice Vote / Show of Hands for the liquidation of the Corporate Debtor. Hence, the CoC members with 100% voting rights resolved to make and file an application for the initiation of the Liquidation Process. A copy of the minutes of the 3^rd CoC meeting dated 01.07.2024 is annexed as Annexure G to the application.

The Applicant further stated that he apprised the CoC members regarding Regulation 39B, 39BA 39C & 39D. A detailed table with respect to regulations along with voting has been provided below: -

It is stated that consequently, the liquidation application was filed by the RP on 03.07.2024. In the hearing dated 01.10.2024, the Hon'ble Tribunal directed the Applicant RP to get the resolutions under Regulations 39B & 39BA considered and voted upon by the CoC and to place the same by way of an additional affidavit. Consequently, the 5^th CoC meeting was held on 04.10.2024, wherein the CoC again voted on all the resolutions concerning the regulations. A detailed table with respect to revoting on the regulations has been provided herein below: -

It is stated that as the CoC members having 100% of voting rights voted in favour of liquidation, present application has been filed before the Tribunal to pass an order under Section 33(2) of the Insolvency and Bankruptcy Code, 2016 for liquidation of the Corporate Debtor.

It is submitted that in the view of aforesaid facts and circumstances of the case, the Applicant herein has preferred this Application before the Tribunal seeking liquidation of the Corporate Debtor under Section 33.

After the initiation of the CIRP, the suspended director of the corporate debtor had filed an appeal with the Hon'ble NCLAT, numbered Company Appeal (AT) (Ins) 1141/ND/2024, challenging the CIRP admission order passed on 02.05.2024. No stay was granted by the Hon'ble NCLAT throughout the pendency of the matter. The said appeal, after being reserved for orders on 30.04.2025, has been dismissed by way of an order dated 14.05.2025.

We have heard the counsel for the applicant, RP, and perused the material available on record.

The present Application has been filed by the Resolution Professional under Section 33 of the Code, for early liquidation, with the Committee of Creditors having resolved with 100% voting share in favour of liquidation.

The provisions of Section 33(2) of the Code are reproduced below: -

The Hon'ble Supreme Court, in K. Sashidhar v. Indian Overseas Bank & Ors., Civil Appeal No. 10673 of 2018, held that the commercial wisdom of the Committee of Creditors is non-justiciable and not subject to judicial review on merits. However, such decisions are subject to limited judicial scrutiny only to the extent of ensuring conformity with the provisions of the Code and other applicable laws.

Section 33.2 of the IBC, 2016 requires that the Adjudicating Authority shall pass a liquidation order as referred to in sub-clauses (i), (ii), and (iii) of section 33 (1) (b) on fulfilment of conditions as stated in section 33 (2) of the IBC, 2016.

Though the Applicant /CoC has proposed the name of "Stress Credit Resolution Private Limited, Insolvency Professional Entity having IBBI Registration: IBBI/IPE-0094/IPA-3/2023-24/50059” for appointment as the Liquidator of the Corporate Debtor. However, IBBI vide its circular number Liq-12011/214/2023-IBBI/840 dated 18.07.2023 in exercise of its powers conferred under Section 34 (4) (b) of the Code, had recommended that an IP other than the RP/IRP may be appointed as liquidator in all the cases where read liquidation order is passed henceforth. The Tribunal notes that appointing a different Insolvency Professional as Liquidator, as recommended by IBBI, ensures impartiality and avoids potential conflicts of interest.

We have considered the facts of the case in light of the provisions of Section 33(2) of the IBC, 2016. The Resolution Professional of the Corporate Debtor filed the present application. The CIRP has been initiated in this case, and the Committee of Creditors has decided to liquidate the corporate debtor. The single-member CoC approves the Decision with a 100% voting share. No resolution plan has been confirmed in this case. Section 33 (2) requires that if the conditions required in the section are fulfilled, then the Adjudicating Authority should pass a liquidation order as referred to in section 33 (1) of the IBC, 2016.

We are satisfied that the conditions required in section 33 (2) of the IBC, 2016, are fulfilled and the case of the Corporate Debtor is a fit case for ordering into liquidation.

In view of the above findings, it is hereby ordered as follows: -

The Corporate Debtor Chinar Retails and Infrastructure Private Limited is admitted into liquidation in terms of the provisions of section 33(2) of the Insolvency and Bankruptcy Code, 2016, to be conducted in accordance with Chapter III of the Code and the IBBI (Liquidation Process) Regulations, 2016 which shall be effective immediately from the date of pronouncement of this order.

In terms of the above circular of IBBI, we hereby appoint Mayuri Daga, Insolvency Professional having registration No IBBI/IPA-003/IPA-ICAI-N-00459/2024-2025/14467/, Email id: mayuri_lunawat16@gmail.com, **Mobile No.**9893640476 as the Liquidator of the Corporate Debtor i.e. Chinar Retails and Infrastructure Private Limited as per the panel suggested by IBBI for this Bench for the period of January, 1, 2025 to June 30, 2025, as the Liquidator of the Corporate Debtor to carry the liquidation process.

The Moratorium declared under Section 14 of the Code shall cease to have effect from the date of this order of liquidation.

A fresh moratorium under Section 33(5) of the Code is declared, prohibiting the institution or continuation of suits, legal proceedings, execution of judgments, or disposal of assets of the Corporate Debtor, except as permitted under the Code or with prior approval of the Liquidator, effective from the date of this order until the completion of the liquidation process.

The Liquidator shall take charge of the Corporate Debtor's assets, books, and records forthwith and perform all duties as prescribed under Sections 35 to 50 of the Code and the IBBI (Liquidation Process Regulations, 2016, including exploring the sale of the Corporate Debtor as a going concern, as approved by the CoC under Regulation 39C and in accordance with Regulation 32A of the IBBI (Liquidation Process) Regulations, 2016, to maximize value.

The Liquidator is directed to file a preliminary report within 75 days of this order, as per Regulation 13 of the IBBI (Liquidation Process) Regulations, 2016, and submit periodical progress reports to this Tribunal.

The Liquidator so appointed shall complete the liquidation process as per the provisions of the Code r.w. the Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations, 2016.

All the powers of the Board of Directors, key managerial persons, and the partner of the Corporate Debtor, as the case may be, hereafter cease to exist. All these powers henceforth vest with the Liquidator.

The Operational Creditors and Financial Creditors, as well as the personnel of the Corporate Debtor, are directed to extend all cooperation to the Liquidator as required by him in managing the liquidation process of the Corporate Debtor.

The Liquidator's fees, as approved by the CoC under Regulation 39D, shall be charged in accordance with Regulation 4 of the IBBI (Liquidation Process) Regulations, 2016, and paid from the proceeds of the liquidation estate under Section 53 of the Code..

Once the liquidation process is initiated, subject to Section 52 of the Code, no suit or other legal proceeding shall be instituted by or against the Corporate Debtor. The Liquidator has the liberty to institute a suit and other legal proceedings on behalf of the Corporate Debtor with the prior approval of this Adjudicating Authority, as provided in sub-section (5) of section 33 of the Code.

This liquidation order shall be deemed to be notice of discharge to the officers, employees, and workmen of the Corporate Debtor, except to the extent that the business of the Corporate Debtor continues during the liquidation process by the Liquidator.

The Liquidator is directed to issue a public announcement in Form B, as per Regulation 12 of the IBBI (Liquidation Process) Regulations, 2016, within 5 days of appointment, stating that the Corporate Debtor is in liquidation. The Liquidator will also serve a copy of this order to the various Government Departments, such as Income Tax, GST, etc., who are likely to have any claim upon the Corporate Debtor so that the authorities concerned are informed of the liquidation order in a timely manner. The Liquidator will also provide a copy of this order to the trade unions/employee associations of the Corporate Debtor so that the workman/employees could also be informed of this liquidation order through their association.

The Liquidator is directed to investigate the financial affairs of the Corporate Debtor in terms of the provisions of Section 35(1) of IBC, 2016, read with relevant rules and regulations, and also file its response for the disposal of any pending Company Applications during the process of liquidation.

The Resolution Professional, Mr. Amit Vijay Karia, is hereby discharged from his duties as RP with effect from the date of this order. He is directed to hand over the relevant documents and control of the Corporate Debtor to the newly appointed liquidator forthwith.

The CoC and/or applicant financial creditor is directed to make payment of the outstanding CIRP cost, including RP fees, up to the date of this order, within 14 days from the date of this order, failing which the RP/Liquidator may approach this Tribunal for further directions.

The Registry is directed to communicate this order to the concerned Registrar of Companies, the registered office of the Corporate Debtor, IBBI, the Resolution Professional, and the Liquidator by speed post as well as e-mail within one week from the date of this order, after completion of all the formalities for records and necessary action, if any. The Registrar of Companies shall update the Corporate Debtor's status on the MCA portal accordingly.

Liberty is granted to the Liquidator to approach this Tribunal for any further directions or clarifications as may be required during the liquidation process.

Therefore, IA(Liq.) No. 3 of 2024 in CP(IB) No. 54 of 2023 is allowed and disposed of accordingly.

A certified copy of this order may be issued, if applied for, upon compliance with all requisite formalities.