AI Structured Summary
Not yet generated for this judgment
Judgment
ORDER
Heard the Learned Counsel for the RP.
I.A (Dis.) No.04 /2025 is allowed and disposed of vide separate order.
File be consigned to records.
The present Application has been filed on 20.01.2025 on behalf of Corporate Debtor M/s Bava Infrastructure Developers Private Limited through its Resolution Professional (hereinafter referred as the ‘Applicant/Resolution Professional’) with approval of CoC under Section 54 (1) of the Insolvency and Bankruptcy Code, 2016 (“Code/IBC”) r/w Rule 11 of the NCLT Rules, 2016 for following reliefs:
(a)To pass an Order dissolving the Corporate Debtor, Bava Infrastructure Developers Private Limited.
(b)To pass such orders as this Hon’ble Tribunal may deem fit, in the interest of justice and equity.
Brief facts germane to the application are as follows:
Vide order dated 20.06.2024 in C.P.(IB)No.139/BB/2023, Corporate Insolvency Resolution Process (“CIRP”) was initiated against the Corporate Debtor by appointing Shri Madhugiri Venkatarayappa Sudarshan, as its Interim Resolution Professional.
Pursuant thereto the Interim Resolution Professional published the Public Announcement in the Newspaper on 23.06.2024 inviting claims from all stakeholders and the same was also published at the website of the IBBI and the last date of submission of claim/s was stipulated as 05.07.2024. In response to the Public Announcement, the Interim Resolution Professional received claims from Canara Bank and Mangalore Catholic Co-operative Bank Limited amounting to Rs.53,74,27,294 and Rs.28,88,631 respectively. After verification of the claims submitted by the Canara Bank and Mangalore Catholic Co-operative Bank Limited the Interim Resolution Professional constituted the Committee of Creditors, (“CoC”) consisting of the following Creditors:-
| S.No | Name of the Financial Creditor | Amount Claimed (in Rs.) | Amount Admitted (in Rs.) | % of Voting Shares in CoC |
|---|---|---|---|---|
| 1. | Canara Bank | 53,74,27,294 | 53,74,27,294 | 99.47 |
| 2. | Mangalore Catholic Co-operative Bank Limited | 28,88,631 | 28,88,631 | 0.53 |
| Total | 54,03,15,925 | 54,03,15,925 | 100 | |
The Resolution Professional, after his appointment, visited the premises of Corporate Debtor and after examining the books of accounts of the Corporate Debtor came to an understanding that the Corporate Debtor was in the business of civil construction and there are no plant and machinery and Land and building available with the Corporate Debtor except few vehicles which are mortgaged to Financial Creditors . Further, the operations of the Corporate Debtor had been shut for a long time and thus, the Corporate Debtor had no employees/workmen and no operative bank accounts with any balance in them. The last audited financials of the company were filed with ROC for financial year ended March 31, 2021 which stated that the company was having a turnover of around Rs.40 Crores in FY 2019- 20 and 2020-21 with a profit of around Rs.0.45 Cr.
The Resolution Professional after repeated follow ups on mails to the office of the Corporate Debtor, obtained the details of the machineries available with Corporate Debtor at various locations which are hypothecated to various creditors and details of the same is tabled below:-
| S.No | Particulars of the asset/Vehicles | Hypothecated/ Mortgaged |
|---|---|---|
| 1. | Concrete Mixer -1 Mangalore 1 Mangalore KA 70N 5555 | MCC Bank |
| 2. | Ashok Leyland Tipper-1 Kadur 1 Kadur KA19 C 7419 | MCC Bank |
| 3 | Ashok Leyland Tipper1 Mangalore 1 Mangalore KA19AA 9715 | MCC Bank |
| 4 | Kobelco Excavator-2 Tiptur 1 Tiptur | Canara Bank |
| 5 | Kobelco Excavator-1 Mangalore 1 Mangalore | Canara Bank |
| 6 | Kobelco Excavator-1 Showroom in Kobelco company1 Bangalore | Canara Bank |
| 7. | BMW Car 1 Bellary KA 70N 55552 | Canara Bank |
The Resolution Professional submits that all the abovementioned vehicles are hypothecated to both the CoC members i.e. Canara Bank and Mangalore Catholic Co-operative Bank Limited and both the banks had made several attempts to take possession through their recovery agents but failed. None of the assets were traceable and suspended Directors of Corporate Debtors did not provide any assistance in tracing them. Further, since aforementioned vehicles were old and untraceable and also, with no other movable or immovable asset of the Corporate Debtor being available, the Applicant was not in a position to conduct the corporate insolvency resolution process in any meaningful manner. Hence, the RP recommended dissolution of the Company without going through the liquidation process as no assets of the CD are available for liquidation.
The Second meeting of the CoC was held on 13.09.2024, wherein the Resolution Professional informed the CoC members that Corporate Debtor does not have assets for sale and the hypothecated vehicles are not recoverable, a resolution was put up for dissolution of the Corporate Debtor and the same was approved by Canara Bank with a voting share of 99.47%. Hence, the CoC, in its commercial wisdom, has decided to dissolve the Corporate Debtor. Further, in the aforesaid meeting, the members fixed the lump-sum remuneration of Resolution Professional at INR. 2,00,000/- (Rupees Two Lakh only) which shall be inclusive of any Legal costs and exclusive of tax and reimbursement for expenses incurred and paid to the Resolution Professional in connection with the Corporate Insolvency Resolution Process of the Corporate Debtor.
The Resolution Professional has filed the Compliance Certificate in Form-H which is annexed as Annexure-C of this application as per Regulation 39(4) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 and copies thereof submitted with IBBI and Registrar of Companies.
Thus, the Resolution Professional states that the affairs of the Company have been completely wound up as contemplated under Chapter III of Part II of the Code. The Resolution Professional has prepared the Compliance Certificate in Form-H and upon completion of the winding up of the affairs of the Company, the Resolution Professional has filed the present application.
Heard Ms Theju, Advocate, Learned Counsel for the Resolution Professional of the Corporate Debtor and carefully perused the pleadings and applicable legal provisions.
Regulation No.14 of the Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations 2016, (“Liquidation Regulations”) is as under: -
"14.Any time after the preparation of Preliminary Report, if it appears to the liquidator that -
a. The realizable properties of the corporate debtor are insufficient to cover the cost of liquidation process; and
b. The affairs of the corporate debtor do not require any further investigation; he may apply to the Adjudicating Authority for early dissolution of the corporate debtor and for necessary directions in respect of such dissolution."
Section 54 of the Code, reads as under:-
"54.(1) Where the assets of the corporate debtor have been completely liquidated, the liquidator shall make an application to the Adjudicating Authority for the dissolution of such corporate debtor,
(2)The Adjudicating Authority shall on application filed by the liquidator under sub section (1) order that the corporate debtor shall be dissolved from the date of that order and the corporate debtor shall be dissolved accordingly.
(3)A copy of an order under sub-section (2) shall within seven days from the date of such order, be forwarded to the authority with which the corporate debtor is registered
The Committee of Creditors of the Corporate Debtor in 2nd meeting held on 13.09.2024 with a voting share of 99.47% approved the following Resolutions:-
RESOLVED THAT pursuant section 54 and other applicable provision of the IBC code, 2016 and Rules and Regulations made there under in the absence of intrinsic value in the Company the members of the CoC do and hereby approve the dissolution of Bava infrastructure and Developers Private Limited with immediate effect.
FURTHER RESOLVED THAT the CoC do and hereby authorize the RP to file the IA with NCLT and do all things necessary for the dissolution of the Company.
Vide order dated 23.04.2025 the applicant was directed to file affidavit regarding non-traceable vehicles and specify who will pursue claims for the same. In compliance thereof the Applicant has filed an affidavit on 27.05.2025 to the effect that in the event of finding any of the aforementioned vehicles in future, the respective financial creditor in whose favour charge or hypothecation exists shall have absolute right to pursue recovery, take possession of the said vehicle(s), and apply the proceeds, if any, in accordance with law toward the outstanding liabilities of the Corporate Debtor”
In view of the above facts and circumstances revealed and perusal of the Compliance Certificate filed in Form-H by the Applicant, it is seen that since absolutely no assets of Corporate Debtor are available for the purpose of the Liquidation. Accordingly, we are of considered view that this is a fit case for early dissolution of the Corporate Debtor in terms of Section 54 of Code read with Regulation 14 of Liquidation Process Regulation..
Thus, from a perusal of the details already narrated it appears that the Resolution Professional has complied with all the conditions and procedural requirements, as specified under Section 54 of the Insolvency and Bankruptcy Code, 2016 and Regulations made thereunder.
Accordingly following directions are issued:
The Corporate Debtor namely, M/s. Bava Infrastructure Developers Private Limited is dissolved forthwith;
The Registry is directed to forward a copy of this Order to the Registrar of Companies, Bengaluru at [email protected] within a period of two weeks from the date of receipt of this order for further necessary action at their end as prescribed under Law;
The Resolution Professional is directed to inform the Income Tax Department and GST Department regarding the dissolution of the Corporate Debtor under Section 54 of the Code and their PAN number and GSTIN shall be deemed to have been surrendered to the respective Offices.
The Resolution Professional is directed to forward copies of this Order to all other Statutory Authorities connected with the affairs of the Company, for further necessary action as prescribed under Law.
The I.A. (Dis.) 4/BB/2025 thus is allowed and Company Petition bearing C.P. (IB) No.139/BB/2023 is disposed of accordingly.