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Judgment
O R D E R
Per: Bidisha Banerjee, Member (Judicial)
The Adjudicating Authority convened through hybrid mode.
Ld. Counsel/Authorised Representative appearing on behalf of the liquidator was heard in extenso.
This application, i.e., IA(IBC)(DIS.)/11(KB)2024 has been preferred to seek the following relief(s), inter alia: -
(a)An Order(s) that the Corporate Debtor, i.e., Lindsay International Private Limited shall stand dissolved;
(b)Ad-interim Order in term of prayer (a) above; and
(c)Such other Order/Orders as this Tribunal may deem fit and proper;
Factual matrix of the case is as under: -
This petition filed under Section 9 of the Code by Gates India Private Limited, herein the Operational Creditor for initiating Corporate Insolvency Resolution Process (in short “CIRP”) against the Corporate Debtor, i.e., Lindsay International Private Limited and admitted on 29th June, 2022 appointing Mr. Milan Sachindra Nath Chatterjee was appointed as an IRP.
The applicant/liquidator states that the Corporate Debtor does not have any Assets in the Form of Land & Building, Plant & Machinery etc., it was decided in the Meeting of the Committee of Creditors of the Corporate Debtor held on 30th August, 2022 to put the Corporate Debtor under Liquidation directly, without wasting resources. On 27th June, 2023 commencing the Liquidation Process of the Corporate Debtor and appointing the undersigned as the Liquidator.
The liquidator stated that on 30th June, 2023 he has made a Public Announcement in ‘Form B’ in Financial Express (in English) and Aajkal (in Bengali) in compliance with the provisions of Regulation 12 of the Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations, 2016 (in short “IBBI”).
The respondent made a fixed deposit of Rs. 250 lakhs with Induslnd Bank Limited having its Branch Office at Wood Street, Savitri Towers, 3A, Kolkata – 700 016, West Bengal. The fixed deposit is renewed from time to time as per the direction of Hon’ble Calcutta High Court and the maturity value of the fixed deposit bearing Fixed Deposit No. 300730124152 as on 18th May, 2023 for an amount of Rs. 3,26, 33,847.39/- (Rupees Three Crore, Twenty-Six Lakhs Thirty-Three Thousand, Eight Hundred Forty-Seven and Thirty-Nine Paise Only) with Indusland Bank.
The applicant requested repeatedly to Indusland Bank Limited to transfer the Fixed Deposit amount to the Bank Account of the Corporate Debtor in liquidation, but Indusland Bank Limited had not transferred the same and after the Hon’ble Calcutta High Court passed an Order that not to renew the fixed deposit and to release the matured amount to the credit of the Corporate Debtor and the amount be credited to the current account maintained by the Corporate Debtor. The applicant stated that the said Bank had credited the aforesaid amount on 29th July, 2023.
The applicant filed the Stakeholders Consultation Committee (in short “SCC”) Meeting from time to time, i.e., 1st SCC Meeting held on 12th July, 2023, 2nd SCC Meeting held on 30th August, 2023, 3rd SCC Meeting held on 21st December, 2023 and 4th SCC Meeting held on 18th January, 2024.
The applicant stated that the liquidation account of the Corporate Debtor was closed and there was no balance in the liquidation account of the Corporate Debtor.
The applicant also stated that he had distributed the amount between the Unsecured Financial Creditors and Trade Creditors as per Section 53 of the Insolvency and Bankruptcy Code, 2016, the details of the payment is as under: -
The applicant further stated that he had made the 3rd distribution of balance amount of Rs. 30,00,000/- of the liquidation assets as per Section 53 of the IBC, 2016 to the stakeholders on 22nd December, 2023.
The liquidator submits that the details of fee or remuneration received by him as well as that paid by him to various professionals appointed by him in course of the liquidation process as well as their activities has been mentioned in the progress reports had already submitted before this Adjudicating Authority from time to time.
The liquidator also stated that there is no litigation is pending as on date of filing this application and also there is no requirement of assignment of any not readily realizable asset. Regulation 37 A of the LPR is not applicable to the instant matter.
The chart of distribution to the Stakeholders on various dates is as under: -
The liquidator further submitted that there was no asset remains unsold, therefore, there is no scope whatsoever for any distribution of any unsold property/asset of the Corporate Debtor to any stakeholder thereof Regulation 38 of the LPR is inapplicable in this matter.
It is evident from the ‘Form H’ that assets as per Asset Memorandum and Final Sale Report are as under: -
Hence, the rival contentions were noted.
At this juncture, we would go through the various provisions of the Insolvency & Bankruptcy Code dealing with the dissolution of the Corporate Debtor which are as follows: -
Section 54 of the Insolvency & Bankruptcy Code
Dissolution of Corporate Debtor –
(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.”
Rule 45 of Insolvency and Bankruptcy Board of India
(Liquidation Process) Regulations, 2016:
Final report prior to dissolution.
(1)When the corporate debtor is liquidated, the liquidator shall make an account of the liquidation, showing how it has been conducted and how the corporate debtor’s assets have been liquidated.
(2)If the liquidation cost exceeds the estimated liquidation cost provided in the Preliminary Report, the liquidator shall explain the reasons for the same.
(3)The liquidator shall submit an application along with the final report and the compliance certificate in form H to the Adjudicating Authority for –
(a)closure of the liquidation process of the corporate debtor where the corporate debtor is sold as a going concern; or
(b)or the dissolution of the corporate debtor, in cases not covered under clause (a).
We would note that the Applicant in compliance to the Code and its Regulations has discharged his duties diligently and has made several efforts for the maximum realization from the assets of the corporate debtor. The liquidation Process is fully complete. Thus, the Liquidator in compliance has filed the present application under Section 54 read with Regulation 45 of IBBI (Liquidation Process) Regulation, 2016, seeking an Order of dissolution of the corporate debtor.
In compliance of regulation 15 of the Liquidation Process Regulations, the Liquidator has filed Progress Reports from time to time before this Adjudicating Authority and also the final report disclosing all the material facts and information with respect to the liquidation process of the Corporate Debtor. As per mandatory requirement under regulation 45(3) of the Liquidation Process Regulations, the Liquidator has prepared a compliance certificate under prescribed ‘Form H’. Both the final report and compliance certificate under form H is annexed with the application and marked as annexure Annexure – ‘O’.
A conjoint reading of these the statutory provisions as noted supra, mandates upon completion of the liquidation of the assets of the corporate debtor, filling of subsequent application to the Adjudicating Authority to seek dissolution under Section 54 of the IBC where the assets of the Corporate Debtor either have been completely liquidated after distribution among the Stakeholders or for early dissolution under Regulation 14 of the Liquidation Process Regulations, or where the realizable properties of the corporate debtor are insufficient to cover the cost of the liquidation process, the liquidator may apply to the Adjudicating Authority for early dissolution.
In view of the above facts and circumstances, this Adjudicating Authority in exercise of the powers conferred under sub-section (2) of section 54 of the Code hereby Orders dissolution of the Corporate Debtor, LINDSAY INTERNATIONAL PRIVATE LIMITED from the date of this Order, thus stands dissolved and, consequently, the Liquidator stands relieved from his responsibilities, subject to procedural compliances.
The Liquidator and the Registry are hereby directed to serve a copy of this Order upon the Registrar of Companies, West Bengal, 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.
Further, the Liquidator is directed to serve a copy of this Order upon the Insolvency and Bankruptcy Board of India (IBBI) within fourteen days of receipt of this order. The IBBI shall take further necessary action upon receipt of a copy of this Order.
All the assets of Corporate Debtor have been disposed of and distributed in accordance with the code and rules and regulations framed thereunder and the final report has been submitted.
IA(IBC)(DIS.)/11(KB)2024 along with C.P. (IB)/56(KB)2020 is allowed with the above directions and the IA(IBC)(DIS.)/11(KB)2024 and C.P. (IB)/56(KB)2020 are hereby disposed of accordingly.
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.
Urgent certified copy of this Order may be issued, if applied for, with the Registry, upon compliance of all requisite formalities.
File be consigned to records.