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Judgment
ORDER
Vide separate order pronounced in open court, M/s. Base Electrical and Electronic Solutions Pvt Ltd is dissolved.
File be consigned to records.
This Application has been filed under Section 54 of the Insolvency and Bankruptcy Code, 2016 read with Regulation 14 of IBBI (Liquidation Process Regulations), 2016 by the liquidator of the Corporate Debtor herein seeking for an order for Dissolution of the Corporate Debtor viz., BASE ELECTRICAL AND ELECTRONIC SOLUTIONS PRIVATE LIMITED.
It is stated that CIRP of the Corporate Debtor was initiated by this Tribunal vide order dated 11.12.2021 and One Mr. Vegatrao was appointed as Interim Resolution Professional (IRP). Thereafter, the applicant herein Mr.Vasudevan Gopu was appointed as Resolution Professional (RP) vide order dated 06.10.2020.
During the CIRP Process, the Financial Creditor cum Sole member of Committee of creditors of the CD namely Karur Vysya Bank Ltd withdrew its claims on the company as the loan amount payable to them was settled by Personal guarantors for the corporate debtor.
It is stated that the Liquidation of the Corporate Debtor was ordered by this Tribunal on 01.05.2023 in IA/343/CHE/2023 and the Applicant herein was appointed as the Liquidator.
Pursuant to the order of Liquidation, the Applicant caused the Public Announcement on 05.05.2023 in Form –B of Schedule II by inviting claims from all the stakeholders and fixed the last date for submission of claim as 31.05.2023.
It is stated that the liquidator sent Intimation to the Statutory Authorities via email to the Income tax department and Employee provident fund organization informing the Commencement of the Liquidation process. Liquidator had also sent Intimation to Operational creditors who had submitted their claims during CIRP.
It is stated that subsequent to the Public Announcement and intimation, no claims were submitted by Operational creditors who had submitted their claims during CIRP. The employee provident fund organization Regional office, Coimbatore which submitted it claim with delay during CIRP sent a notice to liquidator informing the amount due and payable by corporate debtor as on date. Hence in accordance with regulation 12(2)(c) of Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations, 2016 the claims submitted by such stakeholders during the CIRP were considered and processed under liquidation process.
The details of Stakeholders of the Corporate Debtor were as follows:
It is stated that the applicant/ liquidator had constituted the Stakeholder Consultation Committee (SCC) under Regulation 31A of the IBBI (Liquidation Process) Regulations, 2016 with the following stakeholders as members of the committee:
It is stated that he had appointed two registered valuers for the purpose of obtaining a fresh valuation report to assess the liquidation value of the assets of the company. As per the latest valuation reports obtained from registered valuers, the assets of the Corporate Debtor have no Value. The liquidation value of the corporate debtor is NIL.
It is stated that the applicant has not opened liquidation bank account with any scheduled bank as the assets of the company have no realisable value.
It is stated that the Stakeholders consultation committee in its meeting held on 25.04.2024 has decided to file an application before this Tribunal for dissolution of the corporate debtor, since the asset of the corporate debtor has no realizable value.
It is stated that the following expenses were incurred by him for the liquidation process:
It is stated that as the assets of the Corporate Debtor have no realizable value, the Liquidator requested the members of stakeholder's consultation committee to contribute for the payment of liquidation cost, but the members of the committee did not agree to contribute towards Liquidation expenses as they were unable to recover the debts and asked to recover the cost from the suspended board of directors of the corporate Debtor. Hence suspended board of directors of the corporate Debtor agreed to pay for the liquidation cost incurred by the liquidator.
The details of the relevant compliances as mandated under Section 54 of the IBC, 2016 read with the IBBI (Liquidation Process) Regulations, 2016 are listed hereunder:-
| S.NO | COMPLIANCE | AVERMENTS | PAGE NO. IN THE APPLICATION |
|---|---|---|---|
| 1 | Regulation 12 | Public Announcement in Form B in Business Standard and Maalai Malar dated 05.05.2023 | 34-37 |
| 2 | Regulation 35(2) | Appointment of Registered Valuers where no valuation conducted during CIRP | A fresh valuation was done during the liquidation process |
| 3 | Regulation 31(2) | List of Stakeholders within 45 days of the Liquidation Commencement Date | 48-58 |
| 4 | Regulation 31A | Constitution of Stakeholders Consultation Committee (SCC) | 59-60 |
| 5 | Regulation 13 | Preliminary Report dated 22.09.2023 | 42-47 |
| 6 | Regulation 34 | Preparation of Asset Memorandum within Seventy-Five days from LCD dated 22.09.2023 | 47 |
| 7 | Regulation 41 | Opening of Bank Account in the name of the company in Liquidation in “IDBI Bank Limited” | As the corporate debtor has no realisable assets, liquidation bank account was not opened with any Bank. |
| 8 | Proof of Closure of the above Bank Account and other account in the name of the Company | N/A | |
| 9 | Regulation 15 | Quarterly Progress Reports and proof of filing the same before this Tribunal | 61-72 |
| 10 | Regulation 36 | Asset Sale Reports after sale of Reports | N/A |
| 11 | Regulation 42(2) | Proof of Distribution within Ninety days from the receipt of realization | N/A |
| 12 | Regulation 45 (3) | Final report dated 20.05.2023 | 76-79 |
| 13 | Regulation 5 (1) (e) | Compilation of Minutes of SCC | 73-75 |
| 14 | Regulation 15 | Audited Accounts of receipts and Payments | Not applicable, as the corporate debtor has no realisable assets and also there were no realisation from avoidance transactions in the case filed under the Code. Hence no receipt and payments occurred during the liquidation period. |
| 15 | Regulation 37 | Completion of Liquidation Process within one year from Liquidation Commencement Date or extension if any, date of the order & period | The process was completed within one year from Liquidation commencement |
| 16 | Form-H –Compliance Certificate | 80-84 |
This Tribunal vide order dated 31.05.2024 directed the applicant to serve copy of the application to the Members of Stakeholders Consultation committee.
The Applicant has filed a Compliance memo wherein it has stated that the applicant has served a copy of the application to the Members of Stakeholders Consultation committee through Speed Post on 13.06.2024 and it was delivered to them on 14.06.2024.
We have heard Ld. Counsel for the Applicant and perused the report and synopsis filed by the Liquidator.
It is stated in Form H that no applications are pending before this Tribunal for avoidance, Preferential, Undervalued or Fraudulent Transactions.
The liquidator has filed the synopsis showing the realization and the distribution which are reproduced as under:
Realization:
Distribution:
From the averments made in the Application along with the perusal of the final report and the Compliance Certificate filed in Form-H by the Applicant, it is seen that the Corporate Debtor has been completely liquidated. In the circumstances as averred and as prayed for by the Applicant, an order for dissolution is required to be passed by this Tribunal under Section 54 of the IBC, 2016. Accordingly, we order for the dissolution of the Corporate Debtor viz., Base Electrical and Electronic Solutions Private Limited.
The Liquidator is directed to forward the copy of this Order to the RoC concerned and also to the IBBI for its records within a period of 7 days from the date of this Order.
In terms of the above, this IA/(IBC)/(DIS)/15/CHE/2024 stands allowed and IBA/1130/IB/2019 also stands disposed of.
File be consigned to records.