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Judgment
ORDER
PER SHRI L. N. GUPTA, MEMBER (T)
This Application has been filed by Ms. Jayashree Shukla Dasgupta, the Liquidator of M/s VNM Components Private Limited (hereinafter referred to as the “Applicant”) under Section 54 of the Insolvency and Bankruptcy Code, 2016, seeking the following main reliefs:
“i.Allow the instant Application;
ii.Allow the dissolution of the Corporate Debtor;
iii.Issue appropriate or further directions as regards the Corporate Debtor herein in terms of the Insolvency and Bankruptcy Code, 2016; and
iv.Pass such other or further order(s) as this Hon’ble Tribunal may deem fit and proper in the facts and circumstances of the present case;”
To put succinctly, the facts of the case are that the Corporate Debtor, M/s VNM Components Private Limitedhad filed an application bearing no. IB-36(ND)/2018 under Section 10 of IBC 2016 for initiation of CIR Process against itself. That vide Order dated 07.02.2018, this Adjudicating Authority had initiated the CIR Process against the Corporate Debtor and had appointed Ms. Jayashree Shukla Dasgupta as the Interim Resolution Professional of the Corporate Debtor. That further, vide order dated 27.07.2018 Liquidation process of the Corporate Debtor was initiated. The Applicant herein was appointed as the Liquidator of the Corporate Debtor vide Order dated 09.08.2018.
That on 10,10,2018 Liquidator has filed a Preliminary Report along with an Asset Memorandum and reported that Liquidation Estate has been formed. On 07.12.2018, it filed the Revised Asset Memorandum along with Revised Liquidation Estate.
That the Liquidator has indicated that it had made a total realization of Rs.92,80,086/- (against the Liquidation value of Rs.1,22,37,000/-), which has been distributed to the Financial Creditor and Operational Creditors being workmen and employees in accordance with section 53 of IBC.
That vide order dated 07.04.2021, the following clarifications were sought from the Applicant:
“3.That the Applicant is directed to disclose, whether she had informed the Statutory bodies like ROC, Income Tax Dept., GST Department and surrendered the GST, PAN registration etc. of the Corporate Debtor to the respective authorities.
4.The Applicant is further directed to disclose whether any Application under Section 43 and 66 of IBC 2016 or under any other provision of law pending in the current matter or not.
5.That the Applicant is also directed to disclose whether any Investigation, Proceeding or Enquiry is pending against the Corporate Debtor under any law.
6.That further, the Applicant has filed the details of the Liquidation estate and the manner in which the distribution was made. The same is reproduced overleaf:
7.The aforesaid table depicts that out of the total Liquidation estate of Rs.92,80,086 an amount of Rs.88,17,704 has been distributed in terms of Section 53 of IBC 2016,
8.That the Applicant has not averred anything about the remaining amount of Rs.4,62,382 and as to how this amount is proposed to be utilised/accounted for.
9.That the Applicant is also directed to provide the breakup of the Liquidation and CIRP Cost.”
That in response to the clarifications sought vide order dated 07.04.2021, the Applicant has filed its Additional Affidavit dated 09.07.2021. The relevant extracts of the replies from the Additional Affidavit are reproduced below :
We have heard the submissions made by the Applicant, perused the Application and the Additional Affidavit filed in response to the clarifications sought by this Bench. We observe that the Liquidator has provided the list of Operational Creditors, who had filed their claim. The scanned copy of the same is reproduced below:
On perusal of the above, it is observed that M/s. Om Prakash & Co. has filed two cases mentioned at Sl. No. ix and x of the list of pending cases (supra) under Section 138 of the Negotiable Instruments Act. In addition to this, one Execution matter at Sl. No. i has also been filed by them. That from the aforesaid table, we observe that the Liquidator has accepted the claim of Rs.25,84,347/- out of Rs.26,09,315/- and rejected the balance claim of Rs.24,928/- of M/s. Om Prakash & Co. It is also observed that against this rejection, no appeal has been pending, which means that the claims under Case No. 11789 of 2018 and Case No. 7746 of 2018 under Section 138 of the Negotiable Instruments Act. are deemed to have taken care of in terms of the settlement of claims by the Liquidator.
Besides, it is also observed that there are 04 Execution matters and 04 Civil Suits pending against the Corporate Debtor. It is an admitted fact that all these matters are filed against the corporate debtor and not by the corporate debtor. As per the statement made by the Liquidator during the hearing, no investigation is pending against the corporate debtor. So far as Execution cases and Civil Suits are concerned, the decree holders or the plaintiffs, as the case may be, are either operational creditor or financial creditor and if they have not filed their claims with the Liquidator within time, such claims are now barred by limitation.
Here, it is worthwhile referring to Section 54 of IBC, 2016 and Section and Regulation 45 IBBI (Liquidation Process) Regulations, 2016 :
“Section 54 IBC-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.”
“IBBI (Liquidation Process) Regulations, 2016
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).”
That from the conjunct reading of the above provisions, all that this Adjudicating Authority is required to see is that whether the assets of the Corporate Debtor are completely liquidated or not. In the instant case, the Liquidator has furnished his Final Report (Pg. 123-133) and Form-H (Pg. 134-138). In response to the queries made by this Bench vide Order dated 07.04.2021, the Liquidator has also filed an Additional Affidavit dated 09.07.2021 stating that the total receipts during CIRP and Liquidation period were to the order of Rs.1,09,28,994/- out of which Rs.1,09,28,602/- have been utilized in payments and distribution. The Closing Balance as on the date of filing of the Application was Rs.392/-(three hundred ninety-two) only. The aforesaid submissions depict that the Assets of the Corporate Debtor have been duly liquidated and the proceeds are distributed except Rs.392/-, which the Liquidator can deposit with the IBBI.
The Liquidator in his Additional Affidavit dated 09.07.2021 has also averred that no transaction under Section 43, 45, 50 & 66 of IBC have either being identified or such a case filed before this authority.
Since in the instant case, all the assets of the Corporate Debtor have been liquidated and all the requirements of Regulation 45 of IBBI (Liquidation Process) Regulations, 2016 have been fulfilled, therefore, we are inclined to allow the present Application under Section 54(2) of the IBC, 2016.
Accordingly, there being no other impediment, the present Application is allowed and the Corporate Debtor is ordered to be dissolved with the immediate effect. The Liquidator is directed to deposit the balance amount of Rs.392/- (three hundred ninety-two) only with the IBBI within 07 days of this Order.
The Registry is directed to send a copy of this order passed under Section 54(2) to the ROC Delhi & Haryana, with which the Corporate Debtor is registered and the IBBI within seven days from the date of this order.