Asset Reconstruction Co. (India) Limited vs Ramsarup Vyapaar Limited

Per Rajasekhar V.K., Member (Judicial)

This court convened via video conferencing.

This is an application filed under section 54(2) of the Insolvency and Bankruptcy Code, 2016 [hereinafter referred to as the “Code”] read with regulation 45(3) of the Insolvency and Bankruptcy Board of India [Liquidation Process] Regulations, 2016 [hereinafter referred to as “Liquidation Process Regulations”] by the Liquidator of Ramsarup Vyapaar Limited (CIN: U51109WB1992PLC055382) [hereinafter referred to as the “Corporate “Debtor”] praying for dissolution of the Corporate Debtor.

This Adjudicating Authority vide order dated 17.05.2018, admitted the Corporate Debtor under Corporate Insolvency Resolution Process [hereinafter referred to as “CIRP”] appointing Mr. Jitendra Lohia as Interim Resolution Professional. Subsequently, his appointment was confirmed as Resolution Professional. Since no resolution plan was received, the CoC in its meeting held on 05.10.2018 passed a resolution for liquidation of the Corporate Debtor and at the request of the Resolution Professional, an order of liquidation was passed vide order dated 16.11.2018. Mr. Jitendra Lohia, the applicant, was appointed as a Liquidator. A copy of the order is annexed with the application and marked as Annexure - ‘P-2’^{11.Pp. 17-23 of the I.A.}.

Public announcement of commencement of liquidation was made in Form ‘B’ in “Financial Express” (English) and “Sukhabor” (Bengali) on 18.11.2018 inviting proof of claims from the stakeholders of the Corporate Debtor in the specified forms and Form ‘B’ was also uploaded on the IBBI website.

It is submitted that the Applicant had appointed two valuers viz. Adroit Technical Services Pvt. Ltd. and Dutta Sarkar & Company on 21.06.2018 and 22.06.2018 to value the assets of the Corporate Debtor. the details of the valuers are given below:

The applicant had conducted four E-auctions. The notice for the 1^st E-auction was published on 07.02.2019, in Financial Express (English) and Ek-Din (Bengali) at the reserve price of Rs.4,25,34,190/- (Rupees Four Crore Twenty-Five Lakh Thirty-Four Thousand One Hundred and Ninety only) for unexpired leased rights of Land, Shed & Building at Agarpara and at a reserve price of Rs.5,94,200/- (Rupees Five Lakh Ninety-Four Thousand and Two Hundred only) for the old mills equipment, electrical items and miscellaneous fixed assets. The 1^st E-auction was conducted on 18.02.2019, since the Liquidator did not receive any response to the said notice, the Liquidator published notice for the 2^nd E-auction, to be held on 18.03.2019 on 06.03.2019 and reduced the reserve price by 12.5%. Notice for the 3^rd E-auction was published on 31.03.2019 to conduct the same on 25.04.2019.

The publication for the 4^th E-auction was made in Financial Express (English) and Ekdin (Bengali) (Kolkata edition) newspapers on 06.07.2019 which was conducted on 30.07.2019. Four Expression of Interest (EoI) were received. The reserve price was fixed at Rs.3,19,10,000/- (Rupees Three Crore Nineteen Lakh Ten Thousand only) for unexpired Leased Right Land & Shed and Rs.5,94,200/- (Rupees Five Lakh Ninety-Four Thousand and Two Hundred only) for old mill equipment. Prompt Sales Private Limited was declared as the the H1 bidder against both the assets of the Corporate Debtor.

The Final Sale Report is given below:

The Liquidator has opened a new bank account in the name of corporate debtor i.e Ramsarup Vyapaar Limited- in Liquidation [Account number: -6912467207] as per regulation 41 of the Liquidation Process Regulations, with Kotak Mahindra Bank, Hemanta Basu Sarani Branch, Kolkata.

The Liquidator had received only five claims from the stakeholders and submitted the same before the Adjudicating Authority on 18.01.2019 as well as published the same in “Financial Express” (English) and “Ek Din” (Bengali) (Kolkata edition) on 19.01.2019 in the manner specified under regulation 12(3) of the Liquidation Process Regulations.

The Liquidator thereafter filed Preliminary Report as per regulation 13 of the Liquidation Process Regulations as well as Asset Memorandum on 30.01.2019 as per regulation 34(4) of the Liquidation Process Regulations.

It is submitted that as per the Liquidation Process Regulations, the liquidation process was to be over by 15.11.2020, however, due to the lockdown and Covid-19 pandemic, this Adjudicating Authority allowed an exclusion of 247 days from the liquidation period vide order dated 04.01.2021 in I.A. (IB) No. 1427/KB/2020.

In compliance of regulation 15 of the Liquidation Process Regulations, the Liquidator has filed Twelve Progress Reports from time to time before the Adjudicating Authority, and the final report dated 22.07.2021 disclosing all the material facts and information with respect to the liquidation process of the Corporate Debtor has been annexed as Annexure – ‘P4’ to the application. As per mandatory requirement under regulation 45(3) of the Liquidation Process Regulations, the Liquidator has prepared a compliance certificate under prescribed ‘Form H’ and the same is annexed as Annexure – ‘P5’ to the application.

The affairs of the Corporate Debtor were completely liquidated after realising the assets and distributing the amount to the stakeholders after complying with the provision of section 53 of the Code in the order of priority as mandated under the Code. Details of realisation and distribution have been specifically mentioned in Form-H and Final Reports as Annexure – ‘P5’ and Annexure – ‘P4’ respectively. The Account of Liquidation in terms of regulation 45(1) of the Liquidation Process Regulations and details thereof have been attached in the Final Report. Bank Statement up to the filing of the application is also annexed with the Final Report^{22.Annexure D to the Final Report.}.

Upon hearing the Ld. Counsel appearing for the Liquidator and perusing the documents annexed to the application, it appears that affairs of the Corporate Debtor have been completely wound up and its assets have been completely liquidated. The bank statements as on 20.07.2021 reflects that there is no balance in the bank account.

In view of the above facts and circumstances, there is no impediment to the Corporate Debtor being dissolved, and it is ordered accordingly.

The Liquidator is further directed to serve a copy of this order upon the Registrar of Companies, West Bengal, immediately and, in any case, within fourteen days of receipt of this order. The Registrar of Companies shall take further necessary action upon receipt of a copy of this order.

The Liquidator shall stand discharged from his responsibilities, subject to procedural compliances.

I.A. (IB) No. 674/KB/2021 and CP (IB) No. 756/KB/2017 shall stand disposed of in accordance with the above directions.

The Registry is directed to send e-mail copies of the order forthwith to all the parties and their Ld. Counsel for information and for taking necessary steps.

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

File be consigned to the record.