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Judgment
ORDER
Per: Rekha Kantilal Shah, Member (Technical)
The Corporate Debtor, Manikaran Vincom Private Limited is a company incorporated on 28.12.2008 having CIN U51109WB2008PTC122141 with its registered officer address at 9/A/1B, Chetla Road Kolkata, Kolkata, West Bengal, India -700027.
By an order dated 20.10.2023 the Corporate Debtor was admitted to Corporate Insolvency Resolution Process by this Tribunal.
Thereafter, by an order dated 05.06.2024 passed by this Tribunal, order of Liquidation was passed with respect to the Corporate Debtor and Mrs. Brinda Badsaria was appointed as the, Liquidator of the Corporate.
That pursuant to receipt of liquidation order the applicant ma,de a public announcement on 11.06.2024 in in Form-B of Schedule-II 'Of Regulation 12 of the Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations, 2016.
I.A. (IBC)(Dis.) No.13/KB/2025
This application is filed by the applicant claiming following reliefs-:
Pass an order approving the dissolution of the Corporate Debtor under Section 54 of IBC;
Kindly take on record the compliance certificate in Form-Hand Final Report, filed by the present Applicant;
Kindly discharge the applicant/ Liquidator i.e Mrs. Brinda Bidasaria, Liquidator of Manikaran Vincom Private Limited;
Pass any such further and/ or other order or orders as this Hon'ble Tribunal may deem fit and proper;
Background of the case-:
Pursuant to the public announcement, the Applicant duly verified the claim and prepared a list of stakeholders, based on which the Stakeholders' Consultation Committee was formed on 07.08.2024. The Applicant thereafter on 24.08.2024 duly submitted a report on constitution of SCC in the Interlocutory Application with this Tribunal, the said IA was registered as IA 1803/KB/2024. Thereafter, the SCC1 was reconstituted on 13.09.2024 and again on 27.09.2024.
The Applicant submits that there have been twelve meetings of the SCC, the details of which are forming part of the final report in the later part of the application.
The Liquidator submits Since there were no tangible assets of the Corporate Debtor, so no valuer was appointed.
Further, on 30.08.2024 an IA 1866 of 2024 was filed before this Tribunal, inter alia, to bring on record the Preliminary Report and Asset Memorandum2 of the Corporate Debtor. The said application was allowed and disposed of vide order dated 10.01.2025.
The Liquidator has closed the Bank Account of the Corporate Debtor maintained with Yes Bank Ltd, being Account no. 019081400009486 after the balance of the account was reduced to INR 0.00/-.
As evident from the Asset Memorandum of, the Corporate Debtor has no realizable assets as on Liquidation Commencement Date, the only assets of the Corporate Debtor were the following:-
a. Non-Current Investments of INR 16,03,51,000/-The said non- current investments constituted of investment in shares of INR 6,08,62,500/- in Kohinoor Paper & Newsprint (P) Ltd, INR 9,60,04,000 /- in Kohinoor Pulp & Paper Pvt Ltd and INR 34,85,000 in Monet Vyapaar Pvt Ltd. However, all of the three Companies have entered Liquidation and as per valuation report, the Average Liquidation Value of the Non-Current Investments is Nil.
b. Long Term Loans and Advances of INR 23,65,90,000/-The Long Term Loans and Advances constituted of Loans and Advances extended to M/ s Kohinoor Paper & Newsprint (P) Ltd for INR 5,30,00,000/-, Kohinoor Pulp & Paper Pvt Ltd for INR 17,95,90,000/- and Spasht Marketing Pvt Ltd for INR 40,00,000/-. Kohinoor Paper & Newsprint (P) Ltd and Kohinoor Pulp, Paper Pvt Ltd and Spasht Marketing Pvt Ltd, all three of them are undergoing liquidation. As per valuation report, the Average Liquidation Value of the Long Term Loans and Advances is Nil.
c. Cash and Bank Balance of INR 7,751/-The Applicant submits that there are two applications filed by the Applicant are pending adjudication before this Tribunal, details of which are mentioned in the paragraph 7.3 of this order.
The Applicant submits that in the 11th Meeting3 of the SCC held on 05.04.2025, the members of the SCC with 99.72% had voted in favour of seeking dissolution of the Corporate Debtor and filing of necessary dissolution application before this Tribunal.
The Applicant states that an Independent Auditor has audited4 the statement of receipt and payment of the Corporate Debtor from 05.06.2024 to 03.06.2025.
The Applicant has filed three progress reports before this Tribunal. The said reports have been taken on record by this Tribunal.
The SCC in 11th meeting held on 05/04/2025 decided for the dissolution of the Corporate Debtor.
Therefore, the Applicant is hereby preferring this Application in the manner prescribed under above-mentioned provisions for dissolution of the Corporate Debtor along with compliance certificate in Form-Hand final report prescribed under above-mentioned regulation, which is forming part of this petition.
7. Findings and Analysis
We have gone through the case file carefully and perused the pleadings of the parties and documents placed on record by the parties and heard the arguments put forth by learned Counsels for the parties; and after hearing the learned counsels for the parties, we shall now proceed to consider the present petition on its merits, specifically within the ambit of points involved in the instant application.
That the SCC was constituted on 07/08/2024 in accordance with Regulation 31A comprising of stakeholders whose claim were accepted by Liquidator. After receipt of other claims the Stakeholders’ consultation committee was re-constituted on 13/09/2024 and 27/09/2024. The final list of stakeholders on 27/09/2024 is as under:-
| Nature of Creditor | Name of the Stakeholder | Amount Claimed (in INR) | Amount Admitted (in INR) | Voting % |
| Unsec ured finan cial credi tors | Indian Overseas Bank | 4,08,14,32,89 0.40 | 4,08,14,32,89 0.40 | 39.608 |
Bank of Baroda | 3,31,53,81,34 0.20 | 3,31,53,81,34 0.20 | 32.174 | |
Union Bank of India | 1,01,54,45,49 2.87 | 1,01,54,45,49 2.87 | 9.854 | |
| UCO Bank | 1,86,32,89,44 6.00 | 1,86,32,89,44 6.00 | 18.082 | |
| Manavta Trade Link Pvt. Ltd. | 2,89,13,110.0 0 | 2,89,13,110.0 0 | 0.281 | |
| Total | 10,30,44,62,2 79.47 | 10,30,44,62,2 79.47 | 100 |
Details of any property that remain to be sold and realised-: No asset has been sold.
Distribution made to the Stakeholders-: No distribution is made to the stakeholders.
Distribution of unsold property made to the stakeholders-: No distribution of unsold property made to the stakeholders.
With regard to pending application the Form H mentions two I.A. are pending whose details are as follows-:
But on carefully going through the Data Management System of NCLT (E-Filing Portal), application bearing I.A.(I.B.C.)/1401/KB/2024 is never filed as evident from the list of cases under C.P.(I.B.)80/KB/2023- shown below:
At this juncture, we would go through the various provisions of the Insolvency & Bankruptcy Code dealing with the dissolution of the Corporate Debtor which are as follows:-
Section 54 of the Insolvency & Bankruptcy Code 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.”
Rule 45 of Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations, 2016:
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)or the dissolution of the corporate debtor, in cases not covered under clause (a)
We would note that the Applicant in compliance to the Code and its Regulations has discharged his duties. The Bank Account no. 019081400009486 with Yes Bank Ltd. Dalhousie Branch, Kolkata, West Bengal in the name of the Corporate Debtor, followed by the words "in liquidation" has been closed
The liquidation Process is fully complete. Thus, the Liquidator in compliance has filed the present application under Section 54 read with Regulation 45 of IBBI (Liquidation Process) Regulation, 2016, seeking an Order of dissolution of the corporate debtor.
In compliance of regulation 15 of the Liquidation Process Regulations, the Liquidator has filed four Progress Reports from time to time before this Adjudicating Authority and also the final report disclosing all the material facts and information with respect to the liquidation process of the Corporate Debtor. As per mandatory requirement under regulation 45(3) of the Liquidation Process Regulations, the Liquidator has prepared a compliance certificate under prescribed ‘Form H’ at page no. 21 of the application.
Taking into consideration the above there is no PUFE application pending.
In view of the above facts and circumstances, this Adjudicating Authority in exercise of the powers conferred under sub-section (2) of section 54 of the Code hereby Orders dissolution of the Corporate Debtor, i.e., Manikaran Vincom Private Limited from the date of this Order, thus stands dissolved and consequently, the Liquidator stands relieved from his responsibilities, subject to procedural compliances.
The Financial Creditors, in SCC formed as per regulation 31A read with Regulation 2A(1) of IBBI (Liquidation Process) Regulations, 2016 is directed to contribute the unpaid Liquidation Cost (if any) to the liquidator.
The Liquidator and the Registry are hereby directed to serve a copy of this Order upon the Registrar of Companies, West Bengal, within seven days of receipt of this Order. The Registrar of Companies shall take further necessary action upon receipt of a copy of this Order.
Further, the Liquidator is directed to serve a copy of this Order upon the Insolvency and Bankruptcy Board of India (IBBI) within fourteen days of receipt of this order. The IBBI shall take further necessary action upon receipt of a copy of this Order.
I.A.(IBC)(DIS.)/13(KB)2025 is allowed with the above directions and the I.A.(IBC)(DIS.)/13(KB)2025 along with C.P.((IB)) 80/KB/2023 is hereby disposed of accordingly.
In light of the above I.A.(IBC) NO.2356/KB/2024, is dismissed as infructuous.
The Registry is directed to send e-mail copies of the order forthwith to all the parties and their Ld. Counsel for information and for taking necessary steps.
Certified Copy of this Order may be issued, if applied for with the Registry, upon compliance of all requisite formalities.
File be consigned to records.