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Judgment
ORDER
The case is fixed for pronouncement of the order. The order is pronounced in open court vide separate sheet.
The instant Application is filed by Mr. Kailash T Shah, Liquidator of M/s. Palav Synthetics Private Limited (for brevity “Corporate Debtor”) under Section 54 of the Insolvency and Bankruptcy Code, 2016 (for brevity “IB Code”) read with Regulation 13 of the Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations, 2016 (for brevity “Liquidation Regulations”) seeking order for the dissolution of the Corporate Debtor.
The averments made by the applicant are as under :
The Corporate Debtor was admitted in Corporate Insolvency Resolution Process (for brevity “CIRP”) vide order dated 23.01.2020 of this Adjudicating Authority. Ms. Minal Alpesh Shah was appointed as IRP, who constituted the Committee of Creditors which comprised a sole member namely “Sarvodaya Sahakari Bank Ltd.” (for brevity “CoC”) under section 21 of IB Code in terms of section 15 of IB Code r.w. Regulation 6 of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Person) Regulations, 2016 (for brevity “CIRP Regulations”).
The CoC in the first meeting dated 09.03.2020 resolved to replace the IRP and appointed Mr. Kailash T. Shah as Resolution Professional (“RP”). This Adjudicating Authority confirmed the replacement of RP vide order dated 14.09.2020 in IA No. 482 of 2020. The CoC in its 3rd meeting dated 06.01.2021 rejected the proposal for publication of Form-G for submission of EOIs by the Prospective Resolution Applicants, and also rejected the proposal of transactions audit of the Corporate Debtor. The CoC further resolved to liquidate the Corporate Debtor with 100% votes.
As per the books of the Corporate Debtor as on 31.03.2019, there were certain financial assets, hence, Applicant appointed two Valuers namely Mr. Hardik Vikrambhai Patel and Mr. Shreyansh M Jain. The valuation reports were received from the aforesaid valuers on 10.12.2020 and 15.12.2020 respectively. The Applicant could not get details of balance transactions of the Corporate Debtor on the date of commencement of CIRP, i.e. 23.01.2020 since there is no business activities since long, thereby, value of the Financial assets is NIL.
As per the valuation reports, there are debtors, loans and advances for approx. Rs.429 lacs but detailed list of the same was not made available by the Suspended Management, hence, value of the aforesaid loans and advances are considered NIL. There is TDS recoverable for Rs.3.83 lacs which is also considered as a NIL. The nominal cash balance of Rs.6520/- was with the Corporate Debtor which also not received, hence, value of the same is also considered as NIL.
There are no other assets in the Corporate Debtor. Thereby, the Resolution Professional filed an application bearing No. IA 89 of 2021 for liquidation of the Corporate Debtor. This Adjudicating Authority vide order dated 13.04.2021, passed an order of liquidation of the Corporate Debtor and appointed Mr. Kailash T. Shah, (Applicant herein) Registration No. IBBI/IPA-001/IP-P00267/2016-17/10511 a Liquidator for the Corporate Debtor.
The Applicant made public announcement on 18.04.2021 in Form- B under Regulation 12 of the Liquidation Regulations in “Financial Express” in English Newspaper and “Gujarat Guardian” in Gujarati Newspaper. In response to the aforesaid publications only one claim received from the Financial Creditor, namely, “Sarvodaya Sahakari Bank Ltd.” for an amount of Rs.4,25,93,321.35/- The liquidator intimated the list of stakeholder to this Adjudicating Authority under Regulation 31(2) of Liquidation Regulations. Thereafter, the liquidator constituted the Stakeholder Consultation Committee (for brevity “SCC”) which comprised one stakeholder namely “Sarvodaya Sahakari Bank Ltd.” based on the submitted claim by the stakeholder (s).
The Applicant filed the Preliminary Report as per regulation 13 of the Liquidation Regulations and the Assets Memorandum under Regulation 34 of the Liquidation Regulations. The SCC in the second meeting dated 25.06.2021 decided to desolve the Corporate Debtor subject to the approval of this Adjudicating Authority.
Since there was no assets available with the Corporate Debtor, the cost of CIRP as well as liquidation was born by the sole member of the SCC by way of interim finance and no amount is paid to the sole Financial Creditor.
There is no amount of unclaimed dividend or undistributed proceeds with the applicant, hence, no amount is required to be transferred to Corporate Liquidation Account. The entire process of liquidation is completed within a statutory time period.
Heard the learned counsel for the Applicant and perused the material available on record it is noted that the Corporate Debtor have no realisable assets and there is no cash or cash equivalent with the Corporate Debtor. The CoC in 3rd meeting was decided to liquidate the Corporate Debtor as there were no realisable assets with the Corporate Debtor. Order of liquidation was passed by this Adjudicating Authority on 13.04.2021.The Applicant constituted the SCC and that comprised the sole member namely, “Sarvodaya Sahakari Bank Ltd”. The SCC in its second meeting dated 25.06.2021 passed a resolution to desolve the Corporate Debtor, and the SCC further resolved to contribute the cost of liquidation, as there was no assets with the Corporate Debtor which were to be realised. The Applicant prepared the receipt and payment of the account of the Corporate Debtor from the date of the liquidation i.e. 13.04.2021 to 25.06.2021 which is available on record as Annexure-M. Form-H in compliance with regulation 45 of the Liquidation Regulations along with final report is also on record.
In view of the above, we are of the considered view that the Applicant has complied all the relevant provisions of the IB Code and applicable regulations thereunder Section 54(2) mandates that the Adjudicating Authority shall pass the order of dissolution after completion of the liquidation process. For ready reference we reproduce Section 54(2) of the IB Code.
Section - “54(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.”
We found that the assets of the Corporate Debtor have been fully and completely liquidated. Hence, by invoking the above provisions, we allow this application and pass the following order:
ORDER
I. The Corporate Debtor, M/s. Palav Synthetics Private Limited having CIN No. (CIN No. U17119GJ1991PTC014979) stands dissolved from the date of this order as per the Section 54(2) of the Insolvency and Bankruptcy Code, 2016.
II. Copy of this order be sent/communicated to the Registrar of Companies, Gujarat, Ahmedabad within seven days from the date of this order for information and necessary action.
III. With the above directions IA 492(AHM)2021 in CP (IB) 225/9/NCLT/AHM/2019 stands disposed of.