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Judgment
ORDER
Counsel for the Resolution Professional, Mr. Dhanshyam Patel is present along with his counsel Mr. TN Chandrassekar and Mr. Sagar Divekar, counsel for the Petitioner in I.A. 1755/2022 are present through virtual hearing.
I.A. 1755/2022
The above application is filed by the Resolution Professional for a direction to the Respondent, M/s. Viraj Casting Private Limited to pay their proportionate CIRP cost of Rs. 2,17,233/-.
The counsel appearing for the Resolution Professional submits that the above amount has been already paid by the Respondent except giving direction to the Respondent to continue to pay the remaining CIRP costs subsequent to 31.03.2022. Hence, nothing required to be adjudicated and accordingly, the above I.A. is disposed of directing the Respondent to pay the remaining CIRP costs proportionately.
I.A. 1058/2022
The application is filed for dissolution of the Corporate Debtor Company. Heard counsel appearing for the Resolution Professional and the above I.A. is allowed. Detailed order will follow.
This is an application filed by the Applicant/Liquidator seeking an Order under Section 54 of the Insolvency and Bankruptcy Code, 2016 for “Dissolution” of the Corporate Debtor.
The Adjudicating Authority vide its order dated 06.12.2021 on a Petition filed by the Financial Creditor under Section 9 of the Code directed initiation of the Corporate Insolvency Resolution Process (CIRP) against the Corporate Debtor namely M/s. Technic Projects Constructions Pvt. Ltd., wherein Mr. Dhanshyam K Patel, was appointed as Interim Resolution Professional and Resolution Professional thereafter.
The First meeting of the CoC was held on 20.01.2022, followed by 2nd CoC meeting on 10.02.2022 and Subsequently Fifth meeting of the CoC on 23.03.2022.
CIRP was commenced and CoC was constituted with Operational Creditors, there being no Financial Creditors. Form G was published on 19.02.2022 based on the available information and the IM prepared thereon but no EOI has been received from any potential Resolution Applicant.
On 23.03.2022, 5th CoC meeting, at the request of the majority shareholder (67.34) in the CoC, Operational Creditor, an item in the Agenda for direct dissolution of the Corporate Debtor u/s 54 of the code was taken up, the other shareholder (32.66%), OC, Viraj Castings Pvt. Ltd was not present during the meeting.
The CoC was of the view that since no credible record or information is provided by the Suspended Management of the CD, to establish that there are any assets available with the CD, it would be wise to go for direct dissolution of the CD under Section 54 of the code. There are some assets of the CD including a disputed sundry Debt of Rs. 6 crores from Xrbia group, though custody of assets has not been handed over to him. There is no Valuation Report valuing these disputed receivables as NRRA assets or other assets as NIL, as Appointment of Valuers was not voted upon by the CoC.
Further the Applicant submitted that the suspended Management has not filed with ROC, any Audited Accounts after the Financial Year 2016-17. After continuous follow up, the suspended Management initially submitted to the RP on 15.03.2022, the unsigned Accounts of the Corporate Debtor for the year ended 31.03.2020 and subsequently submitted on 01.04.2022 the signed Accounts for the year ended 31.03.2018 and 31.03.2019.
The Accounts of the CD shows certain assets such as Cars, Investment in Hotel of Rs 20 lakhs, Debtors of Rs. 435 lakhs, Retention money of Rs. 83 Lakhs, Short term loan and advances Rs. 66 lakhs, etc. though the Suspended Director Shri Amit Gade states that there are no assets of the CD, except Sundry Debtor of Xrbia for Rs. 6,00,00,000/-. Suspended directors have not provided any further details or supporting documents to substantiate the mentioned assets in the accounts, even after multiple requests made by the RP and the CoC members.
Pursuant to the public announcement, the Applicant received the claims from the creditors of the Corporate Debtor. The last date for submission of claims being dated 21.12.2021.
As per the Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations 2016, vide Regulation No.14, it is prescribed 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.”
For the purpose of pronouncement of Dissolution of a Corporate Debtor Section 54 of The Insolvency and Bankruptcy Code, 2016, 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 subsection (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.
On 23.03.2022 in the 5th CoC meeting, as mentioned in Agenda item 16 above, the IRP placed before the CoC, Agenda item 17 which has been brought about by Godrej regarding direct dissolution under Section 54 of the code.
RESOLVED THAT as per the provisions of section 54(1) of the insolvency and Bankruptcy Code, 2016, an application be made to the Adjudicating Authority to dissolve Technic Projects Construction Private Limited. The above agenda for direct dissolution of CD was approved by 67.34% of voting.
AGENDA ITEM 17- Dissolution of Company under section 54 of the code.
Further Resolved that Shri Dhanshyam Patel, Interim Resolution Professional is hereby authorized to appear for and on behalf of Technic Projects constructions Private Limited and to submit any statements, declarations, confirmations and to receive any notice, order and documents from the Adjudicating Authority as may be required for and on behalf of the company and he is further authorized to do all such acts, matters deeds, things and take necessary steps as may be required.
Further Resolved that Shri Dhanshyam Patel, be and is hereby authorized to sign the Vakalatnama in favour of legal advocate to represent before NCLT.
This Application submitted by the Applicant seeking an order U/s 54 of the Insolvency code for granting “Dissolution of the Corporate Debtor “to be read with Regulation 14 “Early Dissolution” of the Corporate Debtor by citing various judicial Pronouncements relied upon by the Applicant in following cases: (a) NCLT Chennai Bench decision in MA/540/2019 in CP/490/IB/2018 in the case of Mr. M Raguram, RP of M/s. Sattur Sri Ganga Chit Funds Private Limited. (b) NCLT Mumbai Bench decision in IA 2343 if 2020 in CP 415 of 2019 in the case of Mr. Dilipkumar Natwarlal jagad, RP in the matter of Om Traders versus Saru Agro Foods Ltd. (c) NCLT Bengalure Bench decision in CP(IB)No 96/BB/2020, Mr. Mandar Wagh IRP of M/s. Synew Steel Pvt Ltd.
As a consequence, through this Order it is hereby declared that not only it is just and equitable but because of the fact that no asset is available for the purpose of ‘Liquidation’ as reported by Learned Resolution Professional, this is a fit case of a Corporate Debtor to be dissolved as prescribed under Section 54 of The Insolvency and Bankruptcy Code, 2016.Ordered accordingly, stood ‘Dissolved’ from the date of this Order.
Since the Debtor Company stood Dissolved vide this order and no proceedings are now pending, therefore the Registry is directed that the case file be consigned to records.
Copy of this Order shall be forwarded within 7 (seven) days to the concerned authorities and the Registrar of Companies having jurisdiction, for further necessary action as prescribed under Law.
Accordingly, IA No. 1058 of 2022 is hereby allowed and disposed off and CP No. 4016 of 2018 is hereby closed.