Anand Kumar Gupta vs Adelson Pharma Pvt. Ltd.

Per: Ms. Reeta Kohli, Judicial Member

This Interlocutory Application (‘IA’) bearing IA (IBC) (DIS.) No. 04/JPR/2024 is filed by Mr. Mahendra Prakash Khandelwal, the Liquidator of Adelson Pharma Pvt. Ltd. (‘Corporate Debtor’), under Section 54 of the Insolvency and Bankruptcy Code, 2016 (‘IBC’ / ‘Code’) seeking dissolution of the Corporate Debtor.

The Adjudicating Authority vide Order dated 21.12.2021 had admitted the Petition filed by Mr. Anand Kumar Gupta under Section 7 of the Code for initiation of Corporate Insolvency Resolution Process (‘CIRP’) of the Corporate Debtor and consequently appointed Mr. Mahendra Prakash Khandelwal as Interim Resolution Professional (‘IRP’). In the first meeting of the CoC dated 27.01.2022, the IRP was confirmed as the Resolution Professional for the Corporate Debtor by the CoC.

The Resolution Professional issued Expression of Interest (‘EOI’) in Form G under Regulation 36A of the CIRP Regulations on 18.01.2023 wherein the last date for receipt of the EOI was 02.02.2023. The Resolution Professional did not receive any EOIs within the prescribed time. Therefore, in the fourth CoC meeting dated 25.02.2023, the Resolution Professional proposed the liquidation of the Corporate Debtor. The sole CoC member, namely, Mr. Anand Kumar Gupta, with 100% votes, voted in favour of the same and directed the Resolution Professional to put the Corporate Debtor into Liquidation Process.

In view of the satisfaction of the conditions provided under Section 33(1) of the Code, the Adjudicating Authority('AA') vide order dated 12.10.2023 ordered the Corporate Debtor to be liquidated in the manner as laid down in Chapter III of the Code and appointed the Applicant namely, Mr. Mahendra Prakash Khandelwal, as the Liquidator.

In terms of the Code, the Liquidator made a Public Announcement in two newspapers namely, The Indian Express and Dainik Kanchan Kesari (Jaipur Edition), on 17.10.2023 in Form-B of Schedule-II as per Regulation-12 of Liquidation Regulations calling for submission of claims from all the stakeholders against the Corporate Debtor.

Due to the non-receipt of claims till the last date i.e. 11.11.2023, the claims which were submitted during CIRP were carried forward and were deemed to be submitted under Section-38 of the IBC, 2016 read with Regulation 12(2)(c) of IBBI (Liquidation Process) Regulations, 2016.

Further, it was submitted that in compliance with the provisions of the Code and the relevant Regulations, the Liquidator has filed before this Adjudicating Authority the following reports:

The Liquidator, following the due process, convened the 1st meeting of Stakeholders Consultation Committee ('SCC') on 21.10.2023 wherein SCC decided not to appoint the registered valuers during the liquidation process due to non-availability of sufficient assets. Therefore, the sole SCC member directed the liquidator to file appropriate Application for early dissolution of the Corporate Debtor. Consequently, the instant Application has been preferred by the Liquidator seeking dissolution of the Corporate Debtor.

At this juncture, it is pertinent to refer to Regulation 14 of the Liquidation Regulations and for ease of reference the same is reproduced hereunder:

In the instant case, the Liquidator has filed the Asset Memorandum of the Corporate Debtor vide Affidavit dated 08.10.2025 and the relevant extract of the same is reproduced hereunder: -

Further, the Liquidator submitted that upon physical inspection and communication held with the suspended board of directors of the Corporate Debtor, it transpired that the Corporate Debtor does not have any of the above asset because the business of the CD had been inoperative for past 3-4 years. The stock of the Corporate Debtor which include medicine and other pharmaceutical items had also expired and thus, the Corporate Debtor does not have any realizable value.

In addition to the insufficiency in the assets of the Corporate Debtor, the Liquidator has provided an estimate of the amount of Liquidation Costs as per Regulation 39B of IBBI (CIRP) Regulations, 2016 and the same is submitted hereunder:

Moreover, it was stated in the Application that the CIRP expenses and fees of Rs. 11,78,941/- which were duly approved and ratified by the CoC out of which Rs. 9,66,080/- and the Liquidation cost remains unpaid so far.

However, during the course of proceedings, the Liquidator has filed an Affidavit to place on record a settlement deed dated 12.06.2025 apropos settlement of CIRP and liquidation cost with the sole SCC member vide Diary Number 1418/2025 dated 18.06.2025. The same was taken on record vide Order dated 23.07.2025. As mentioned in the Affidavit, the sole SCC Member, Mr. Anand Kumar Gupta, and the Liquidator has agreed to settle the CIRP and liquidation cost for a lump sum amount of Rs. 2,00,000/- in full and final satisfaction of all claims for CIRP fees, professional charges, and process expenses.

In view of the Regulation 14 of the Liquidation process and the aforementioned facts, this Adjudicating Authority is of the opinion that the Corporate Debtor does not have sufficient realisable assets to justify the continuation of the liquidation proceedings as it will only increase the cost of liquidation as submitted by the Liquidator.

Furthermore, in compliance with Regulation-45(3) of Liquidation Regulations, the Liquidator submitted a compliance certificate in Form-H. In the said certificate, it was stated that no liquidation account for the Corporate Debtor was opened by the Liquidator and therefore there is no requirement of an Account Closure Certificate per se.

At this point, it is relevant to refer to Section 54 of the Code which deals with dissolution and the same is reproduced below for ease of reference:

In the present Application, prima facie as there are no tangible assets for realization or commercial value of the Corporate Debtor and it is not doing any business, therefore, there are no means or sources available with the Corporate Debtor to discharge its liabilities.

In the light of the aforementioned facts, it is noticed that since there is no possibility to continue the liquidation process of the corporate debtor in the absence of any assets/documents/records and personnel of the Corporate Debtor, it is just and equitable to allow the prayer of the Applicant.

Consequently, it is not only just and equitable but also necessary as no sale proceeds are available. Thus, the present case falls within the parameters of Section 54 of the Code and is a fit case for an Order of dissolution. Thus, the Corporate Debtor namely, Adelson Pharma Private Limited, stands 'Dissolved' from the date of this Order and the Liquidator stands discharged from his duties under the Code, Rules, and Regulations thereof.

Since the Company stands Dissolved vide this Order, the Registry is directed that the case file be consigned to records.

Copy of this Order be forwarded within 7 days to the concerned authorities and the Registrar of Companies having jurisdiction for further necessary action as prescribed under Law.

Furthermore, as per Regulation 41 of the IBBI (Voluntary Liquidation Process) Regulations, 2017, Adjudicating Authority orders the liquidator to preserve the electronic copy of all records (physical and electronic) for a minimum period of eight years and a physical copy of records for a minimum period of three years from the date of dissolution of the corporate person, before the Board, the Adjudicating Authority, Appellate Authority or any Court, whichever is later.

Accordingly, IA (IBC) (DIS.) No. 04/JPR/2024 and CP No. (IB) - 74/7/JPR/2019 stand disposed of with the abovesaid directions.