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Judgment
Per: SANJIV JAIN, MEMBER (JUDICIAL)
This is an application filed under Section 33(2) of the Insolvency and Bankruptcy Code, 2016 seeking reliefs as follows:
(a)to pass an order of liquidation of the Corporate Debtor in terms of Section 33(2) of the Insolvency and Bankruptcy Code, 2016.
(b)to appoint Mr.Prakul Thadi (IBBI Registration No: IBBI/IPA- 002/IP-N01149/2021-2022/13806) as the Liquidator of the Corporate Debtor at a fee as per Regulation 4 (2)(b) of IBBI(Liquidation Process) Regulations, 2016.
(c)to pass such other order or orders as this Hon'ble Tribunal may deem fit.
From the averments made in the application, it is seen that the Corporate Insolvency Resolution Process (CIRP) of the Corporate Debtor namely, Jeffson Universal Logistics Private Limited was initiated on 16.03.2023 and the Applicant herein was appointed as the Interim Resolution Professional (IRP).
Pursuant to the CIRP order, the IRP issued a Public Announcement of the CIRP on 23.03.2023 inviting claimants of the Corporate Debtor to submit their claims by 04.04.2023.
The list of Financial Creditors and the amount of claims admitted as well as the voting share of the (Committee of Creditors) CoC is as follows:
| SNo. | Name of Financial Creditor | Amount Claimed (in INR) | Amount Admitted (in INR) | Voting Share (in %) |
|---|---|---|---|---|
| 1 | M/s. Piramal Capital & Housing Finance Limited | 82,26,11,662/- | 82,26,11,662/- | 100% |
First meeting of CoC was held on 19.04.2023 wherein the following agenda items were discussed by the CoC in detail:
To take on note the business of CD, ascertain its status as on-going concern and determine its financial position.
To take note on the activities undertaken by the IRP
To consider and appoint the Interim Resolution Professional to continue as the Resolution Professional
Update on statutory compliances applicable on the Corporate Debtor.
During the 1st CoC meeting held on 19.04.2023, all the voting agendas were rejected and deferred by the members of the CoC unanimously. Copy of minutes of the 1st CoC meeting held on 19.04.2023 along with voting results is enclosed at Annexure D of the application typeset.
The 2nd CoC meeting held on 03.05.2023, wherein the Applicant appraised the Committee of Creditors that the Corporate Debtor was not carrying on any business since its incorporation and that it was incorporated only for the limited purpose of holding the ownership of immovable property. Further, the financial statements of the Corporate Debtor were filed only till financial year 2016-17 and as per the last filed financial statements the Corporate Debtor did not report any revenue.
The Applicant vide emails dated 12.05.2023 and 15.05.2023 requested the sole member of the CoC to consider approving the eligibility criteria to enable the RP to publish Form G, i.e., invitation for expression of interest for submission of resolution plans by Prospective Resolution Applicants (PRA's).
However, the sole member of the CoC vide its email dated 15.05.2023, had requested the Applicant to withhold the publication of Form G as they are in the process of evaluating strategy to be adopted for all the 19 entities who are all the borrowers to the loan disbursed to the Corporate Debtor and that they will require further time to internally finalize the strategy and initiate appropriate steps to that effect, as the corporate debtor is not a going concern. As a result, the Applicant withheld the publication of Form G. The e-mail correspondence between the Applicant and the CoC is enclosed as Annexure-G of the application typeset.
In the 3rd CoC meeting held on 20.06.2023, the CoC after discussions and deliberations resolved to liquidate the Corporate Debtor with 100 % voting. The minutes of the 3rd CoC meeting are annexed at Annexure-H of the Application typeset and the extract of Resolution is reproduced hereunder:
Item No. 16
TO APPROVE INITIATION OF LIQUIDATION PROCESS UNDER SECTION 33 OF THE INSOLVENCY AND BANKRUPTCY CODE, 2016 AND APPOINTMENT OF LIQUIDATOR
During discussion in agenda item 4, the proposal to liquidate the Corporate Debtor was put forward by the CoC. Accordingly, the Committee may accord its approval for initiation of the liquidation process under Section 33(2) of the Code, the appointment of Liquidator, and the determination of the Liquidator's fee, by passing the following resolution:
"RESOLVED THAT pursuant to Section 33(2) of the Insolvency and Bankruptcy Code, 2016, the approval of the committee of creditors be and is hereby accorded to liquidate the corporate debtor and the Interim Resolution Professional, Mr. Anil Kumar Khicha (IBBI Registration No.: IBBI/IPA-001/IP-PO0422/2017- 18/10745) be and is hereby authorised to file with the Hon'ble NCLT, the decision of the Committee of Creditors to liquidate the corporate debtor,"
"RESOLVED FURTHER THAT Mr. Prakul Thadi (IBBI Registration No: IBBI/IPA-002/IP- NO1149/2021-2022/13806) shall act as the Liquidator of the Corporate Debtor at a fee as per Regulation 4(2)(b) of IBBI (Liquidation Process) Regulations, 2016".
At the request of the Committee, the above resolution was put up for voting through electronic means.
It is also seen from the additional typeset filed by the applicant that notice of the ( 1^{\text{st}} ), ( 2^{\text{nd}} ) and ( 3^{\text{rd}} ) CoC meeting was issued to the Suspended Board of Directors of the Corporate Debtor. Further, upon perusal of the attendance sheet, it is seen that one of the Suspended Board of Directors of the Corporate Debtor had attended the meeting in which the decision to liquidate the Corporate Debtor was taken by the CoC.
The proposed Liquidator, Mr.Prakul Thadi has also filed his written consent to act as the Liquidator of the Corporate Debtor and also on verification from the IBBI Website, it is seen that the Authorization for Assignment (AFA) for the said person is valid up to 07.09.2024.
The applicant has annexed Form-H and the same is placed at Page Nos.123-137 of the Application typeset. It is seen from Form-H that there are no PUFE applications pending in this matter.
It is thus seen from the records that the Committee of Creditors in the 3rd CoC meeting held on 20.06.2023 has unanimously resolved to liquidate the Corporate Debtor. We also find that the present matter satisfies the mandate under Section 33(2) of the IBC, 2016. The Section 33(2) of the IBC 2016 is extracted hereunder:
Section 33 (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 approved by not less than sixty-six percent 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)."
In view of the aforesaid, we order for the liquidation of the Corporate Debtor viz., Jeffson Universal Logistics Private Limited.
We hereby appoint Mr. Prakul Thadi, with Reg. No. IBBI/IPA-002/IP-N01149/2021-2022/13806 (E-Mail Id: prakulthadi@hotmail.com) (AFA is valid up to 07.09.2024) as the Liquidator of the Corporate Debtor, to carry out the liquidation process subject to the following terms of the directions.
The Liquidator shall strictly act in accordance with the provisions of IBC, 2016 and the attendant Rules and Regulations including Insolvency and Bankruptcy (Liquidation Process) Regulations, 2017 as amended upto date enjoined upon her.
The Liquidator shall issue the public announcement that the Corporate Debtor is in liquidation. In relation to officers/ employees and workers of the Corporate Debtor, taking into consideration Section 33(7) of IBC, 2016, this order shall be deemed to be a notice of discharge.
The Liquidator shall investigate the financial affairs of the Corporate Debtor particularly, in relation to preferential transactions/ undervalued transactions and such other like transactions including fraudulent preferences and file suitable application before this Adjudicating Authority.
The Liquidator is directed to proceed with the process of liquidation in a manner laid down in Chapter III of Part II of the Insolvency and Bankruptcy Code, 2016.
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 disposal of any pending Company Applications during the process of liquidation.
The Liquidator shall submit a Preliminary report to this Tribunal within 75 (seventy-five) days from the liquidation commencement date as per regulation 13 of the Insolvency and Bankruptcy (Liquidation Process) Regulations, 2016. Further such other or further report as are required to be filed under the relevant Regulations, in addition, shall also be duly filed by him with this Adjudicating Authority.
The Registry is directed to communicate this order to the Registrar of Companies, concerned and to the Insolvency and Bankruptcy Board of India;
The order of Moratorium passed under Section 14 of the Insolvency and Bankruptcy Code, 2016 shall cease to have its effect and that a fresh Moratorium under section 33(5) of the Insolvency and Bankruptcy Code shall commence.
Copy of this order be sent to the financial creditors, Corporate Debtor and the Liquidator for taking necessary steps and for extending the necessary co-operation in relation to the Liquidation process of the Corporate Debtor.
With the above said directions, this IA/1521/CHE/2023 filed for Liquidation of the Corporate Debtor stands allowed.