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Judgment
Per Bidisha Banerjee, Member (Judicial):
This Court convened through hybrid mode of conferencing.
Learned Counsel for the parties were heard in extenso.
This IA(IBC)(LIQ.)/11(KB)2026 has been preferred by Mr. Santanu Brahma, the Resolution Professional of the Corporate Debtor to seek the following reliefs, inter alia:
(a) An order be passed by this Tribunal for liquidation of the Corporate Debtor herein;
(b) Such further and/or other order or orders as this Hon'ble Court may deem fit and proper;
Brief facts of the case: 4.1. An application was filed by the Oriental Bank of Commerce (hereinafter referred to as the "Financial Creditor") under Section 7 of the Insolvency and Bankruptcy Code, 2016 read Rule 6 of the Insolvency and Bankruptcy (Application to Adjudicating Authority) Rules, 2016 against M/s. George Distributors Private Limited (hereinafter referred to as the "Corporate Debtor"). 4.2. This Tribunal vide its order dated 5th September, 2019 admitted the application being C.P. (IB)/107(KB)2019 for initiation of Corporate Insolvency Resolution process against the Corporate Debtor and appointed Mr. Hiralal Prasad as the Interim Resolution Professional ("IRP"). 4.3. Thereafter, an application vide IA (IBC) 1285/KB/2019 was filed by Suspended Board of Directors seeking stay of CIRP proceedings, but the same was dismissed vide an order dated 05.11.2019. Further, a petition C.O. No. 3894 of 2019 was filed before the Hon'ble High Court against the order of NCLT dated 05.09.2019 and 05.11.2019 and Hon'ble High Court quashed the same.
That, vide an order dated 03.01.2025, the instant CIRP proceedings was revived by Hon'ble Apex Court setting aside the order of Hon'ble High Court in SLP No. 15347-15348 of 2020 filed by the Financial Creditor. A copy of the said order is attached with the application annexed as A-3. 4.5. Thereafter, vide an order dated 24th of April, 2025, this Tribunal appointed Mr. Santanu Brahma, having Registration No. IBBI/IPA-001/IP-P01482/2018-2019/12251. 4.6. That the Applicant RP asserted that the public announcement in terms of Regulation 6 (1) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Person) Regulation, 2016 (“CIRP Regulations”), was published in the newspaper namely “The Financial Express” ( English) and “Aajkal” (Bengali) having circulation in West Bengal and in Business Standard (English) and Pratidin (Oriya) having circulation in Orissa on 07.09.2019. 4.7. That the Applicant / RP published form “G” on 20.09.2025 in the newspaper namely Business Standard (English) and Aajkaal (Bengali) and Pratidin (Orissa) inviting expression of interest (EoI) for submission of resolution plan. However, no EoI was received from any interested parties.
That the Applicant / RP published form “G” for the second time and had received EoIs from three Prospective Resolution Applicants. Thereafter, the RP issued the provisional list of PRAs and Final list of PRAs by email on 10.11.2025 and 17.11.2025 respectively. 4.9. On 19.12.2025, one resolution plan was received by the applicant from Aravali Goods & Suppliers Pvt. Ltd. and no other resolution plan was received. 4.10. Further, the applicant / RP had placed the sole resolution plan received from Aravali Goods & Suppliers Pvt. Ltd. before the CoC and CoC noted that the plan proposes for a total amount of INR 600 Lakhs towards payment to all the creditors and unpaid CIRP Cost over a tenure of 1 years. Copy of the Minutes of 9th CoC meeting annexed and marked as Annexure – ‘A-15’ with the application. 4.11. Thereafter, the RP / Applicant placed the final resolution plan before the CoC in the 12th CoC meeting, in view of the failure of the Resolution Applicant to submit a revised proposal despite repeated opportunities and reminders. The said resolution plan was put to vote and the same was concluded on 13.03.2026. As per the e-voting results, Punjab National Bank, holding 68.30% voting share, rejected the resolution plan and vote in favour of filing of an application for liquidation of Corporate Debtor. The said 12th CoC Minutes of the meeting along with e-voting results is collectively marked as Annexure – ‘A-22’ and attached with the application.
In view of the above, the CoC and the Resolution Professional are free to proceed with the resolution for liquidation and accordingly, this application has been filed.
5. Analysis and findings:
We have considered the submission made by the learned Counsel for the parties and perused the record.
As per the 12th CoC minutes of the meeting, the resolution applicant failed to secure the requisite majority under Section 30 (4) of the Insolvency and Bankruptcy Code, 2016. Accordingly, Punjab National Bank being the majority share holders voted in favour of the liquidation of the Corporate Debtor.
As per the e-voting results of the 12th CoC Meeting, the CoC approved the fees payable to the Liquidator as per the provision of Regulation 4(2)(b) of IBBI (Liquidation Process Regulations). However, the aforesaid Regulation has been substituted. The amended Regulation reads as under:
“Regulation 4: Liquidator’s fee.
(1)The committee may fix the fee of the liquidator in the first meeting after the appointment of liquidator during the liquidation process, in accordance with sub-section (8) of section 34.
(2)If the committee has not fixed the fee under sub-regulation (1), the fee as a percentage of the amount distributed to the stakeholders, for the balance period of liquidation, will be as under:
Amount of Distribution (In Rupees) Percentage of fee on the amount distributed In the first six months In the next six months Thereafter Amount Distributed to Stakeholders (exclusive of liquidation costs) On the first 1 crore 5.00 4.00 2.0 On the next 9 Crore 4.00 3.00 1.50 On the next 40 Crore 2.50 2.0 1.0 On the next 50 crore 1.25 1.0 0.50 On further sums realized 0.25 0.20 0.10 Explanation.- It is hereby clarified that the requirements of this regulation shall apply to the liquidation processes commencing on or after the date of the commencement of the Insolvency and Bankruptcy Board of India (Liquidation Process) (Fourth Amendment) Regulations, 2026."
Since Regulation 4 has been substituted, and the Explanation in the amended Regulation 4 that its requirements shall apply from the commencement of the IBBI (Liquidation Process) (Fourth Amendment) Regulations, 2026, the fees of the Liquidator shall be determined in accordance with the amended Regulation 4.
Hence, there is no impediment in passing the order of liquidation of the Corporate Debtor.
Accordingly, this Bench, therefore, hereby orders as follows:
Prayers as sought for in IA(IBC)(LIQ.)/11(KB)2026 filed by RP, is allowed and George Distributors Private Limited, the Corporate Debtor is ordered to be liquidated in terms of Section 33(1) of the Code;
Since the Committee of Creditors have not recommended any Insolvency Professional for the appointment of Liquidator, we hereby appoint Mr. Sandip Kumar Kejriwal having IBBI Registration No. IBBI/IPA-002/IP-N00236/2017-18/10687, email: [email protected]; Mobile No.: 9831074124; as the Liquidator as provided under Section 34(1) of the Code subject to her possessing a valid Authorisation for Assignment (AFA) issued by the Insolvency Professional Agency (IPA) of which she is a professional member, in terms of Regulation 7A of the Insolvency and Bankruptcy Board of India (Insolvency Professionals) Regulations, 2019. The Liquidator is directed to submit her consent to act as Liquidator within 10 days of receipt of this order. The erstwhile RP shall handover all papers and documents in his possession concerning the Corporate Debtor to the Liquidator appointed in this matter within 10 days.
The Liquidator shall initiate liquidation process as envisaged under Chapter-III of the Code and the Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations, 2016 and conduct the process in scrupulous observation of the Code and connected Regulations as amended from time to time.
Public Notice shall be issued in the newspapers stating that the Corporate Debtor is in liquidation.
All the powers of the Board of Directors, and of key managerial persons, shall cease to exist in accordance with Section 34(2) of the Code. All these powers shall henceforth vest in the Liquidator.
Every person who is or has been a personnel of the Corporate Debtor, or its promoter, or associated with the management of the Corporate Debtor, or engaged in a contract for service with the Corporate Debtor, shall extend all assistance and cooperation to the Liquidator.
After initiation of liquidation and subject to Section 52 of the Code, moratorium in terms of Section 33(1)(b)(iv) shall come into effect, prohibiting:
I. Institution of suits or continuation of pending suits or proceedings against the corporate debtor including execution of any judgement, decree or order in any court of law, tribunal, arbitration panel or other authority; and
II. Any action to foreclose, recover or enforce any security interest created by the corporate debtor in respect of its property including any action under the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002.
The provisions of Section 33(1)(b)(iv) shall however not apply to legal proceedings in relation to such transactions as may be notified by the Central Government in consultation with any financial sector regulator or any other authority.
No suit or other legal proceeding shall be initiated, or if already pending on the date of this order, be continued by the Liquidator on behalf of the Corporate Debtor, except with the prior approval of the Committee of Creditors and the leave of the Adjudicating Authority, and subject to such conditions as may be imposed by the Adjudicating Authority.
In accordance with Section 33(7) of the Code, this liquidation order shall be deemed to be a notice of discharge to the officers, employees and workmen of the Corporate Debtor except to the extent of the business of the Corporate Debtor continued during the liquidation process by the Liquidator.
The fees payable to the Liquidator shall be in terms of the e-voting results of the 12th Meeting of the Committee of Creditors held on 09.03.2026.
In terms of section 33(1)(b)(iii), the Liquidator shall file a copy of this Order with the Registrar of Companies, West Bengal, within whose jurisdiction the Corporate Debtor is registered. Additionally, the Registry shall also forward a copy of this Order to the Registrar of Companies, West Bengal.
The application vide IA(IBC)(LIQ.)/11(KB)2026 shall stands disposed of with the above directions.
List the main C.P. (IB)/107(KB)2019 for reporting progress on 24th of September, 2026.
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, upon compliance of all requisite formalities.