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Judgment
ORDER
Per: Shyam Babu Gautam, Member (Technical)
This is an Application by Mr. Hemant Mehta, Liquidator of Pan India Utilities Distribution Co. Ltd. (hereinafter referred to as the “Applicant”) Under Section 54(1) of IBC, 2016 & under Regulation 45(3) of IBBI Liquidation Process) Regulations, 2016, seeking dissolution of the Corporate Debtor.
The Company Petition filed by the Financial Creditor under Section 7 of the Code seeking Corporate Insolvency Resolution Process (CIRP) of the Corporate Debtor was admitted by this Tribunal by order dated 20.09.2019, wherein Mr. Hemant J Mehta (Registration No. IBBI/IPA-001/IP-P00027/2016-17/10060) was appointed as the Interim Resolution Professional (IRP).
That the said IRP was confirmed as the Resolution Professional (RP) by the Committee of Creditors. Unable to find any resolution for the debts of the Corporate Debtor, this Tribunal vide order dated 11.08.2020, passed an order of liquidation of the Corporate Debtor. The Applicant was appointed as the liquidator of the Corporate Debtor. Committee of Creditors in an adjourned meeting dated 13.06.2020 directed the Resolution Professional to file an Application under section 33(1) of the Code by passing the resolution with voting share of 100%. The liquidation process commenced on and from the said date.
That the said Liquidator, inter alia, carried out the following duties during his tenure:
The Applicant furnished the preliminary Report as per the Regulation 13 of the IBBI (Liquidation Process) Regulations, 2016 and Asset Memorandum as per Regulation 34 of the IBBI (Liquidation Process) regulations, 2016 on 22.10.2020.
The Applicant, in accordance with the provision of the Code invited claims from the Creditors of the Corporate Debtor vide public announcement dated 13.08.2020. The applicant received the claims, verified and admitted the claims and periodically revised the claims based on additional information.
The List of stake holders was filed by the Applicant periodically as per the model time line. Later, as per the amended provisions of Regulation 31A of IBBI (Liquidation process) Regulations, 2016, the list of stakeholders was updated on 16.09.2022 within 60 days of the amendment. The final Revised list of stakeholders updated up to 08.12.2022 was filed on 11.12.2022. A copy of the revised list of stakeholders is attached marked ANNEXURE-III.
The liquidator opened a new bank account with YES Bank, Worli Branch as per Regulation 41 of the IBBI (Liquidation Process) Regulations 2016 and all the money received were deposited in the said account and all payment above Rs.5000/-was made by cheque/ online banking. The cash balance maintained never exceeded Rs. 1.00 lakh.
There was no uncalled capital to be realised as per the provisions of Regulation 40 of the IBBI (Liquidation Process) Regulations 2016.
The Applicant filed avoidance transaction application vide IA No.1103 of 2021, which is yet to be heard and decided by the Tribunal. On dissolution of the Corporate Debtor the avoidance application shall be pursued by the financial creditor, YES Bank.
The Applicant filed an Application for Non-Cooperation by CD vide IA No.1122 of 2021. The said IA is yet to be heard and decided by this Tribunal.
The Applicant maintained all the registers and accounts as prescribed in schedule III of the IBBI (Liquidation Process) Regulations 2016.
Under Regulation 39(4) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 the Compliance Certificate in Form H provided by the Resolution Professional was filed on 13.02.2023
The final report as per regulation 45 of the IBBI (Liquidation Process) Regulations 2016 for the liquidation period beginning 11.08.2020 and ending on 09.01.2023 was filed on 13-02-3023. A copy of form H and the final report along with filing receipt is attached as ANNEXURE-"IV" colly to the Application.
Thus, all the assets of the corporate debtor as per the liquidation estate read with the Asset Memorandum has been sold and the amounts received has been distributed.
The Audited cumulative Receipts and payments account details are attached as ANNEXURE-"V" to the Application. It will be observed that from the commencement of Liquidation during the period from 11.08.2020 to 09.01.2023 a total amount of Rs.2,11,55,197/- was received by the Applicant and the same was utilized for payments towards balance CIRP cost, Liquidation costs and Stakeholders as per the waterfall mechanism under section 53 of the Code & Regulations read with the Hon'ble Supreme Court judgement in STO vs Rainbow Papers Ltd. The amounts distributed to stakeholders are as under:
| Sr no. | RemarksStakeholders under Section 53(1) | Amount Claimed | Amount Admitted | Amount Distributed | Amount Distributed To the amount Claimed (%) | Re ma rks |
| 1 | (a)CIRP Costs | 39,63,361 | ||||
| 2 | (a)Liquidation Costs | 20,78,562 | ||||
| 3 | (b)(i) | - | - | - | - | |
| 4 | (b)(ii) Total Distribution YES Bank | 3,312,774,666 | 3,311,734,047 | 1,47,77,353 | 0.446% | |
| J&K Bank | 870,671,444 | 869,618,582 | 38,80,813 | 0.446% | ||
| Sales Tax Department | 40,73,44,434 | 40,73,44,434 | 3,39,181 | 0.083% | ||
| 5 | (c) | |||||
| 6 | (d) | 91,41,47,077 | 42,02,82,374 | |||
| 7 | (e)(i) | |||||
| 8 | (e)(ii) | |||||
| 9 | (f) | |||||
| 10 | (g) | |||||
| 11 | (h) | |||||
| Total | 4,668,886,283 | 4,66,67,92,802 | 1,90,62,374 | 1.058% |
The Applicant has completed the residuary requirement such as closing the bank account, Cancellation of the GST registration nos. 27AAGCP7954D1Z6, 08AAGCP7954DIZ6, 10AAGCP7954D1ZL, and PAN No AAGCP7954D, PAN & TAX is being done after completing the required compliance.
During the Liquidation period from 11.08.2020 to 09.01.2023 a total amount of Rs.2,11,55,197/- was received by the Applicant and the same was utilised for payments towards balance CIRP cost and Liquidation costs and distribution among stakeholders as per the waterfall mechanism under section 53 of the Code & Regulations read with the Hon'ble Supreme Court judgement in STO vs Rainbow Papers Ltd. The Audited cumulative Receipts and payments account details is as follows:
| Receipt | Amount | Payments | Amount | ||
|---|---|---|---|---|---|
| Transferred from J & K and Current Bank Account | 16,02,619 | TDS deducted by on FD | 14,261 | ||
| FD Redeemed from Yes Bank including interest | 46,06,661 | Liquidation Expenses: | |||
| Fund trf from Yes Bank current A/c | 9,03,424 | Public Announcements | 36,036 | ||
| Interest on FD | 1,86,458 | Legal Expenses | 5,20,522 | ||
| Opening Bank Balance | Liquidator Fees (Incl. GST) | 12,27,582 | |||
| J&K Bank FD | 15,37,500 | TDS & GST Compliance Charges | 50,500 | ||
| Liquidation account maintained with YES Bank | - | Conveyance, Postage & Misc. exp. | 37,352 | ||
| Axis Bank (freezed account) | 17,15,332 | Accounting Charges | 76,500 | ||
| IDBI Bank (freezed account) | 4,85,531 | 37,38,363 | SA Tax paid | 27,315 | |
| Income Tax Refund of A.Y. 2017-18 | 94,05,650 | Audit Fees | 47,200 | ||
| Balance from J&K Bank used for liquidationexp. | 1,13,280 | Bank Charges | 8,321 | ||
| Interest Axis Bank | 4,236 | RoC Compliance Charges | 10,200 | ||
| Balance in IDBI Bank trf to YES Bank Liquidation A/c on closure | - | Transferred to Liquidator for RoC, Income Tax, GST surrender exp. on Dissolution | 37,034 | ||
| Balance in Axis Bank trf to YES Bank Liquidation A/c on closure | 5,94,506 | Total Distribution of Liquidation Estate to: | |||
| J & K Bank | 38,80,813 | ||||
| YES Bank | 1,47,77,353 | ||||
| Sales Tax Department | 3,39,180 | ||||
| Commercial Tax Department | 65,027 | 1,90,62,373 | |||
| Closing Bank Balance | |||||
| Liquidation Account maintained with | |||||
| YES Bank | 0 | ||||
| Axis Bank (Freezed account) | 0 | ||||
| IDBI Bank (Freezed account) | 0 | 0 | |||
| 2,11,55,197 | 2,11,55,197 | ||||
On examining the submissions made by the Counsel appearing for the Applicant and the documents annexed to the Application, it appears that the affairs of the Corporate Debtor have been wound up and its assets have been completely liquidated. We are satisfied from the documents on record that the liquidation is not with intent to defraud any person. The above facts and circumstances indicate that due process of liquidation, as per extant provisions and in the manner indicated in the Code and Regulations, have been followed by the Liquidator to liquidate the assets of Company and the realized amounts have also been distributed among the respective claimants. The liquidation process has been duly completed as per the provisions of the Code. Thus, it would be just and equitable to dissolve the Corporate Debtor. No party is going to be adversely affected thereby. In view of the above the Corporate Debtor deserves to be dissolved. Hence ordered.
The Application be and the same is allowed, as follows.
PAN India Utilities Distribution Co. Ltd., the Corporate Debtor, is hereby dissolved with immediate effect;
The Registry is directed to forward a certified copy of this order to the Registrar of Companies, Mumbai within a period of seven days;
The Liquidator is discharged.
Financial Creditor namely YES Bank is directed to pursue the avoidance Application bearing IA No. 1103 of 2021, as per Regulation 37A of Liquidation Process Regulation, 2016.
IA No. 625 of 2023 is allowed and disposed of. Also, CP No. 990/MB/2019 stands closed.