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Judgment
ORDER
The present Application has been filed under Section 54 of IBC, 2016 read with Regulation 45 (3) (b) of IBBI (Liquidation Process) Regulations, 2016 (hereinafter referred to as ‘Regulations’) by the Liquidator seeking an order of dissolution of the applicant company i.e., M/s. Azimuth Software India Private Limited, having CIN: U72200PY1999PTC001490 and Registered office at No. 67 & 68, Sringeri Sivaganaga Nagar Extension, Sri Giri Madam street, Anna Nagar, Puducherry, India – 605 005 (hereinafter referred to as ‘Corporate Debtor’).
We have heard the submissions made by the Learned Liquidator/Applicant and perused the documents on record.
It is stated that CIRP in respect of the Corporate Debtor was initiated on 04.03.2021. Liquidation of the Corporate Debtor was ordered by this Tribunal vide Order dated 22.07.2022 in IA/1182/CHE/2021 in IBA/1302/2019 and the Applicant herein was appointed as the Liquidator. The Publication in Form B was done on 27.07.2022 in English and Tamil Daily Newspapers namely, ‘New Indian Express’ and ‘Dinamani’.
Pursuant to publication, Liquidator received 3 claims including a claim received during CIRP were admitted and Stakeholder Consultation Committee was formed. The details of SCC is extracted as below,
Meanwhile, the Liquidator had filed a Preliminary Report and Asset Memorandum on 30.09.2022. It is stated that the Corporate Debtor has no possibility of revival. There is no realizable or salable assets, except the Bank Balance of the CD and continuing the process will only increase the cost of liquidation. Thus Liquidator suggested the SCC for dissolution of the Corporate Debtor.
The details of assets of the Corporate Debtor as on Liquidation Commencement Date is extracted as follows,
Two Registered valuers were appointed during the CIRP for assessing the value of CD. The average Fair and Liquidation value of assets of the CD were valued at Rs.42,198/- and Rs.6,729.50/- respectively.
The Applicant/Liquidator convened two SCC meetings on 18.01.2023 and 17.04.2023 respectively to seek opinion on continuation of Liquidation process and ultimate dissolution of the Corporate Debtor. In the Second SCC meeting, the Applicant/ Liquidator recommended for moving application for Dissolution of the CD since no purpose would be served with continuing the Liquidation process of the CD, where there is nothing to be realized. ESIC has agreed for such proposal while the Income Tax Department sough time to decide on it.
It is further stated that no audited receipts and payment has been submitted, since no amount has been received by the Liquidator during the liquidation process and expenses relating to Paper Publication has been borne by the Liquidator himself.
Liquidator/ Applicant considering time limits, after one year of time has been elapsed in the process, filed the present application on 19.07.2023 for dissolution of the CD.
The applicant / Liquidator in the present application at Para 8 mentioned about the credit of Rs.1,39,290/- by way of Tax Refund and Rs.2,28,784/- by way of transfer from Mrs. Virginie Marie (Suspended Director) into the bank account of the CD which was questioned by this Tribunal.
The Liquidator vide memo dated 10.11.2023 clarified that the questions posted by this tribunal, wherein the above referred funds were received into CD’s Bank account during the CIRP Period and utilized for meeting the CIRP expenses.
The Liquidator has not opened any new Liquidation bank account and used the existing ICICI Bank Account bearing No. 005605001180 maintained with Pondicherry Branch.
The Liquidator did not submit the Account Closure certificate of the Liquidation Bank Account as per the Regulation 41 of the IBBI (Liquidation Process) Regulations, 2016. This tribunal vide order dated 05.01.2024 directed the applicant to complete the Liquidation process as per the existing law and submit the proof showing closure of Liquidation account of the CD. In Compliance, Liquidator vide memo dated 09.02.2024 filed Liquidation account statement of the CD showing Zero Balance as on 08.02.2024.
It is observed from the Liquidator’s Final report and Form H (Compliance Certificate) there is no Liquidation estates with the Corporate Debtor other than the Bank Balances and same is extracted as follows,
From the Final report and Form-H the details of Distribution is extracted as follows,
There is no PUFE transaction pending in respect of the CD.
The Provisions related to the application are extracted for the ready reference as below, Section 54 of the IBC, 2016 provides as follows: -
"Section 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 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."
Regulation 14 of the IBBI (Liquidation Process) Regulation 2016 reads as follows,
"Regulation 14: Early dissolution.
Any time after the preparation of the Preliminary Report, if it appears to the liquidator that-
(a)the realizable properties of the corporate debtor are insufficient to cover the cost of the 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."
Regulation 45 of the IBBI (Liquidation Process) Regulation 2016 reads as follows,
"Regulation 45: 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)for the dissolution of the corporate debtor, in cases not covered under clause (a).
On Perusal of the above provisions and considering the facts and Circumstances in the case, this Tribunal finds that it would be just and proper to order for the dissolution of the Corporate Debtor as per the provisions of Section 54 of the Code.
Accordingly, we order the dissolution of the Corporate Debtor viz., M/S. Azimuth Software India Private Limited. The Corporate Debtor Company is dissolved. The Liquidator is directed to forward a copy of this Order to the RoC concerned and also to the IBBI for its records and for updating the status of the Corporate Debtor on the 'MCA Master data' within a period of 7 days from the date of this Order.
Accordingly, I.A (IBC) / 1799 / CHE / 2023 in IBA / 1302 / 2019 stands allowed and disposed of.