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Judgment
Per : Bench
This application is filed by the Liquidator of the Corporate Debtor (CD) M/s. Midfield Industries Limited under Section 54(1) of the Insolvency & Bankruptcy Code, 2016 r/w Regulation 45(3) of Insolvency & Bankruptcy Board of India (Liquidation Process) Regulations, 2016, seeking for dissolution of the Corporate Debtor.
Facts of the Case:
The Corporate Insolvency Resolution Process (CIRP) was initiated against the CD by virtue of the Order of this Tribunal dated 27.08.2021 and appointed Ms. Sandhya Tadla as Interim Resolution Professional (IRP) who had been subsequently replaced by the Applicant Mr. Madasa Kumar as Resolution Professional (RP) vide Order dated 12.11.2021.
As no Resolution Plan has been received during the CIRP period, the CoC decided to liquidate the CD and accordingly, an application for liquidation was filed and the same was allowed by this Tribunal vide Order dated 06.12.20221 appointing the Applicant as Liquidator.
Pursuant to his appointment, the Liquidator made a public announcement on 08.12.2022 in Form-B,2 inviting claims from the Stakeholders of the Company and on receipt of claims, the following valuers have been appointed to value the land and building of the Corporate Debtor and the values furnished are as under:3
| SI No | Valuer | Date of Valuation | Name |
| 1 | Valuer - I | 16-03-2022 | Ashok Kumar Goyal - RiteValue consulting IBBI Regd Valuer - IBBI/RV-E/02/2019/11368 Protocol Valuers Pvt. Ltd- 1881 Regd Valuer Entity- II3BURV-E102./2019/109 |
| 2 | Valuer - II | 25-03-2022 | |
(Rs. in Lakhs)
| SI No | Details of assets | Valuer-1 | Valuer-2 | Average | |||
| Fair Market Value | Liquidation Value | Fair Market Value | Liquidation Value | Fair Market Value | Liquidation Value | ||
| 01 | Units Land & Buildings | 84.92 | 64.00 | 90.00 | 63.40 | 87.46 | 63.70 |
| TOTAL | 84.92 | 64.00 | 90.00 | 63.40 | 87.46 | 63.70 | |
List of Stakeholder had prepared and filed before this Tribunal on 18.01.2023 and as per Regulation 31A, the Liquidator constituted the Stakeholders Consultation Committee (SCC). Further, the list of stakeholders had revised and the same was filed before this Tribunal on 12.04.20234.
In the 2nd meeting of SCC meeting held on 08.02.2023,5 it was decided to release sale advertisement on 09.02.2023 for the sale of the lease hold land & buildings by fixing reserve price as Rs.63.70 lakhs equivalent to the liquidation value. Accordingly, sale advertisement was released on 11.02.2023. In response, one bid was received from M/s. Varsana Industries Private Limited who participated in the E-Auction held on 09.03.2023. The offer received from M/s. Varsana Industries Pvt. Ltd. for Rs.63.70 lakhs was approved and the Letter of Intent (LoI) was issued on 11.03.2023.
The Successful Bidder paid the sale consideration of Rs.63.70 lakhs along with interest amount of Rs.98,011/- including EMD amount of Rs.6,70,000/- by 01.06.2023. As per Section 53 of the Code, the amount received has been disbursed to the Stakeholders and an asset sale report was submitted to this Tribunal along with the Final Report.
4 Pg 146-152 of the Application.
The Applicant Liquidator submits that the following reports6 have been filed before this Tribunal under Regulation 45(3) of Insolvency & Bankruptcy Board of India (Liquidation Process) Regulations, 2016 (Annexure H to Annexure L).
a. Preliminary
b. Asset Memorandum
c. Progress Reports
d. Final Report and asset sale report
e. Form-H Compliance Certificate
In view of the above facts, prayed this Tribunal to order dissolution of the Corporate Debtor Company.
Decision on the Application:
We have perused the contents of the application and heard the counsel appearing for the Liquidator.
At the outset, it may be stated that Section 54 of the IBC lays down the criteria for dissolution of the Corporate Debtor.
“Section 54 - Dissolution of Corporate Debtor.
(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 45 of Insolvency & Bankruptcy Board of India (Liquidation Process) Regulations, 2016 reads as under:-
“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).]”.
We are satisfied that the criteria laid down under law has been fully complied with. As such, the Corporate Debtor is liable to be dissolved. Hence, we hereby order dissolution of the Corporate Debtor as under:-
a. The Corporate Debtor M/s. Midfield Industries Limited stands dissolved from the date of this Order, in terms of Section 54(2) of IBC, 2016, and the Liquidator stands relieved.
b. The Liquidator is directed to send the copy of this Order within 7 days from the date of pronouncement to the Registrar of Companies, Hyderabad.
c. Upon dissolution of the Corporate Debtor, the records of the Company which are in possession of the Liquidator, be handed over by the Liquidator to the IBBI.
d. The Registry is also directed to communicate this order to the Registrar of Companies, Hyderabad for updating the master data.
e. A copy of this order be also forwarded to the Insolvency & Bankruptcy Board of India, New Delhi.
f. In terms of the above, IA No.1394 of 2023 filed by the Liquidator appointed for M/s. Royaloak Steels Private Limited (Corporate Debtor) for dissolution of the Company under Section 54(2) of IBC, 2016 stands disposed of accordingly. Since the Corporate Debtor stood dissolved vide this order and no proceedings are now pending, therefore, the Registry is directed to consign the file to records.