Janaseva Sahakari Bank Limited vs Shitole Tissue Culture Private Limzited

IA(LIQ.)/95/2025: - The above IA(LIQ.)/95/2025 is listed for pronouncement of the order. The same is pronounced in open court, vide a separate order.

The present Interlocutory Application has been filed by CS (Dr.) Rajas Shreeram Bodas, (“Applicant”) Resolution Professional of M/s Shitole Tissue Culture Private Limited (“Corporate Debtor”), under Section 33(2) of the Insolvency and Bankruptcy Code, 2016 (“the Code”), seeking liquidation of the Corporate Debtor and appointment of Liquidator, with following prayers:

The Corporate Insolvency Resolution process (“CIRP”) of the M/s Shitole Tissue Culture Private Limited was initiated by this Tribunal vide Order dated 20.01.2025 passed in CP (IB) No. 228 of 2024, on an application filed by Janseva Sahakari Bank Limited under Section 7 of the Code.

Initially, CS Anagha Anasingaraju was appointed as Interim Resolution Professional. However, since her Authorisation for Assignment was suspended by IBBI, she could not assume duties. Subsequently, vide order dated 04.02.2025 passed in IA No. 622 of 2025, this Tribunal appointed CS (Dr.) Rajas Shreeram Bodas as Interim Resolution Professional, and the period from 20.01.2025 to 05.02.2025 was excluded from the statutory period of CIRP.

Pursuant thereto, the IRP made a Public Announcement in Form A, in terms of Regulation 6 of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016, on 07.02.2025, published in the Financial Express (Pune Edition, English) and Dainik Loksatta (Pune Edition, Marathi) inviting claims from the creditors of the Corporate Debtor on or before 20.02.2025, and accordingly constituted Committee of Creditors (‘CoC’) as under:

The Applicant prepared a list of creditors and a report certifying the constitution of the CoC, which was taken on record by this Tribunal in I.A 1922 of 2025 vide order dated 02.05.2025. At the first meeting of CoC held on 06.03.2025, the appointment of Applicant as Resolution Professional was confirmed.

The Applicant submits that when the CIRP commenced, the suspended directors of the Corporate Debtor were in police custody in connection with a criminal case; that the assets of the Corporate Debtor had been taken into possession by the Financial Creditor under the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002, and that the audited balance sheets were available only up to F.Y. 2020-21.

The Applicant further submits that the Corporate Debtor owns no immovable property, the land on which its plant and machinery stands being owned by a director in his personal name. Two registered valuers valued the plant and machinery, and their reports dated 07.05.2025 are summarised below:

The Applicant submitted that, at the 4^th meeting of CoC held on 04.06.2025, the CoC approved publication of Form G, which was published on 07.06.2025 with 26.06.2025 as the last date for expressions of interest, however no expression of interest was received. At the 5^th meeting of CoC held on 07.07.2025, the CoC, noting that the suspended directors were in negotiation with the Financial Creditor, asked for Form G to be re-issued. A fresh Form G was published on 25.07.2025 with 09.08.2025 as the last date but no expression of interest was received.

The 180-days of CIRP period expired on 03.08.2025. At the 6^th meeting of CoC held on 15.07.2025, the CoC approved, with 100% voting share, an extension of the CIRP period. In I.A bearing No. 3546/2025, this Adjudicating Authority, vide order dated 08.08.2025, extended the CIRP period by 90 days with effect from 04.08.2025.

The Transaction Auditor submitted its draft report to the Applicant on 07.10.2025, and the draft report was placed before the CoC at its 9^th Meeting of CoC held on 10.10.2025, highlighting certain irregularities, including unexplained cash deposits, absence of supporting documents, related party transactions, capitalisation of Rs. 7.75 crores paid to Pacific Enterprises as plant and machinery without supporting documents, defaults in deduction of tax at source and non-maintenance of closing stock records since F.Y. 2020-21.

The Applicant submitted that despite two publications of Form G, no resolution plan was received, and revival of the Corporate Debtor could not be achieved. The 10^th meeting of CoC was held on 31.10.2025, which the Applicant states was within the extended CIRP period. The Financial Creditor, the sole member of the CoC, was present through its authorised representative, Mr. Shirish Polekar, and the quorum requirement was recorded as satisfied. With 100% voting share, the CoC passed the following resolution:

The following Estimate of Liquidation Cost under Regulation 39 was agreed upon by the Committee:

When the Application was taken up on 21.08.2026, this Adjudicating Authority noted that no voting result for the 10^th meeting of CoC was annexed, that the minutes of the 10th meeting placed on record were signed only by the Resolution Professional, and that it had not been demonstrated that the CoC had approved them. Ld. counsel for the Applicant was granted liberty to place on record the details/confirmation of the minutes on behalf of the CoC.

In compliance of the said order the Applicant has filed an Additional Affidavit dated 12.10.2026, stating that the minutes of the 10^th meeting were finalised and circulated by e-mail on 02.11.2025 to the sole member of the CoC, and that no objection has been received. The Affidavit further placed on record an e-mail dated 12.10.2026 from Financial Creditor, to the Applicant, forwarding the written consent of CS Anagha Anasingaraju to act as Liquidator and stating that "in view of the amended provisions, since the RP cannot be appointed as Liquidator, kindly find the annexed consent from new Insolvency Professional namely CS Anagha Anasingaraju". The consent in Form AA dated 01.10.2026 and her AFA valid from 07.01.2026 to 30.06.2027 are annexed.

We have heard the Ld. Counsel for the Applicant/RP and perused the material on record. The present Application has been filed seeking liquidation of the Corporate Debtor under Section 33 of the Code, inter alia, on the ground that no viable resolution plan has been received during the CIRP and that the CoC has, with 100% voting share, resolved to liquidate the Corporate Debtor.

Before considering the facts of the present case, it would be appropriate to refer to the relevant provisions of Section 33 of the Code which stipulates:

Section 33(1) provides that where the Adjudicating Authority does not receive a resolution plan before the expiry of the CIRP period or the maximum period permitted for completion of the CIRP, it shall pass an order for liquidation of the Corporate Debtor. Whereas, Section 33(2) of the Code provides that, at any stage during the CIRP, but before the approval of a resolution plan by the Adjudicating Authority, the CoC may, in exercise of its commercial wisdom, pass a resolution to liquidate the Corporate Debtor by a vote of not less than 66% of the voting share. Upon such decision being communicated by the RP to the Adjudicating Authority, the Adjudicating Authority is required to pass a liquidation order in terms of Section 33(1)(b). Thus, the existence of a CoC resolution with the requisite majority is the statutory precondition for initiating liquidation under Section 33(2) of the Code.

In the present case, the CoC, in its 10^th Meeting held on 31.10.2025, resolved to initiate liquidation of the Corporate Debtor. The minutes of the said meeting were finalised and circulated to the sole member of the CoC, vide email dated 02.11.2025. The sole financial creditor holding 100% voting share has approved the liquidation of the Corporate Debtor. The said resolution satisfies the requirement of not less than 66% of the voting share as stipulated under Section 33(2) of the Code. The resolution was passed after due deliberation and in exercise of the commercial wisdom of the CoC, which is not open to judicial interference. In view thereof, the provisions of Section 33(2) of the Code are attracted, and the Adjudicating Authority is required to pass a liquidation order.

Insofar as the appointment of the Liquidator is concerned, it is noted that CS (Dr.) Rajas Shreeram Bodas was appointed as the Interim Resolution Professional, and his appointment as the Resolution Professional was subsequently confirmed by the CoC. In view of the amendment to Section 34 of the Code, which prohibits the appointment of an Insolvency Professional who has acted as the Resolution Professional of the Corporate Debtor as its Liquidator, the appointment of a different Insolvency Professional as Liquidator is required. Accordingly, the CoC has proposed the name of CS Anagha Anasingaraju, bearing IBBI Registration No. IBBI/IPA-002/IP-N00247/2017-18/10732, to act as the Liquidator of the Corporate Debtor. The proposed Liquidator has furnished her written consent in Form AA dated 01.10.2026 and holds a valid Authorisation for Assignment up to 30.06.2027. In view of the aforesaid amendment and subject to the recommendation of the IBBI in accordance with the amended Section 34 of the Code, CS Anagha Anasingaraju is appointed as the Liquidator of the Corporate Debtor.

In view of the aforesaid facts and circumstances, particularly considering that the CoC has resolved with 100% voting share to liquidate the Corporate Debtor; that no Resolution Plan has been received by the Adjudicating Authority under Section 30(6) of the Code; that the CIRP period has come to an end; no purpose would be served by keeping the Corporate Debtor in CIRP, this Adjudicating Authority is of the considered view that the Corporate Debtor is liable to be liquidated under Section 33 of the Code, and accordingly, liquidation proceedings deserve to be initiated in accordance with Chapter III of Part II of the Code. Accordingly, the Corporate Debtor is ordered to be liquidated and the following consequential order is passed.

Accordingly, the I.A. (LIQ.) No. 95 of 2025 is allowed in above terms and stands disposed of.