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Judgment
O R D E R
Inv. P(IBC) 38/2023
This is a petition filed by the auction purchaser for leave to implead himself as a Respondent in IA No.1263/2023, for the purposes mentioned in the petition.
We have perused the petition. At the outset it is to be stated that the petitioner is neither a necessary nor a proper party for the effective and proper disposal of IA No.1263/2023. As such this Petition is not maintainable and dismissed.
Accordingly, Inv. P (IBC) 38/2023 stands disposed of.
IA (IBC) 1263/2023
Orders pronounced. In the result, the IA is partly allowed as under:-
The Corporate Debtor/M/s Gayatri Seafoods and Feeds Private Limited stands dissolved from the date of this Order, in terms of Section 54(1) of IBC, 2016, and the Liquidator stands relieved.
Regarding exemption of the stamp duty charges for registration of sale certificate issued by the liquidator, directions issued by the Hon’ble High Court of Telangana in the matter between M/s Anirudh Agro Farms Private Limited Vs State of Telangana reported in (2023) ibclaw.in 260 High Court to be followed and appropriate authority to be approached.
Accordingly, IA(IBC) 1263/2023 stands disposed of.
This application is filed, seeking for dissolution of the Corporate Debtor under Section 54 or any other provisions of the I&B Code, 2016.
The facts of the case briefly are as follows:
This Tribunal admitted the Company Petition (IB) No.469/9/HDB/2019 which was filed by M/s Uni President Vietnam Co. Ltd. to initiate Corporate Insolvency Resolution Process (CIRP) under section 9 of the Insolvency and Bankruptcy Code, 2016 vide order dated13.01.2021 and appointed Mr. Kasi Srinivas, the undersigned as Interim Resolution Professional who was later on appointed as Resolution Professional with the consent of COC.
It is averred that no Resolution Plans were received under sub-section (6) of section 30 in response to the Expression of interest-Form G issued by the Resolution Professional during the CIRP period and the members of COC with 100% voting rights decided to liquidate the Corporate Debtor.
Subsequently, The applicant filed an IA No.402/2021 for liquidation of the Corporate Debtor which was allowed by this Tribunal on 22.09.2021.
As per the Regulation 12 of IBBI (Liquidation Process) Regulations, 2016, the Liquidator issued a Public Announcement in Form-B in two dailies namely Financial Express (English) and Praja Sakthi (Telugu) newspapers and constituted the Committee of Stakeholders as per Section 21 of IBC, 2016 on 03.10.2021, calling the stakeholders to submit their claims as on the liquidation commencement date and the same was uploaded on the IBBI website.
It is averred that the claims which are submitted were verified and their admission/rejection or otherwise has been communicated to the stakeholders and the list of stakeholders had been filed before this Tribunal as per regulation 31 of Liquidation Process Regulations.
The Liquidator in compliance with the Regulation 15 of Liquidation Process Regulations prepared and submitted Progress Reports to this Tribunal at the end of quarter as per the timeline stipulated therein.
The Liquidator has opened a new bank account in the name of Corporate Debtor i.e., Gayatri Seafoods & Feeds Private Limited (in Liquidation)” [Account number: 40493110739] as per regulation 41 of the Liquidation Process Regulations, with State Bank of India, PBB Branch, Raj bhavan Road Branch, Hyderabad.
The Liquidator constituted the Committee of Stakeholders on 15.03.2022 on the basis of Claims received under section 21 of IBC, 2016 and as per Regulation 16,17,18,19 and 20 of Liquidation Regulations,2016. Accordingly, liquidator has also filed the Report constituting Revised Stakeholders Consultation Committee on 23.11.2022.
The liquidator has gone for Private Sale of properties by advertising in local newspapers on 14.03.2023 inviting bids from the prospective bidders and the highest amount received by way of e-Auction was Rs.1,42,34,567/- from Sri Mantena Rama Raju. Subsequently, the liquidator issued the letter of intent to the successful bidder Sri M. Rama Raju to deposit a sum of 25% of the reserved price on or before 28.03.2023 and transformed sum of Rs.35,58,642/-.
The liquidator has received Rs.1,05,33,580.00/-, being the balance payment of Private Sale after the TDS of Rs.1,42,356/- on 05.05.2023.
In the 7th SCC meeting on 27.06.2023, liquidator distributed the liquidation proceeds amount the Secured Financial Creditor and the Operational Creditors on 30.06.2023 and 05.07.2023 and the said liquidation was closed on 18.07.2023.
Since, the assets of the corporate debtor have been completely liquidated, the liquidator seeks order for dissolution of the corporate debtor and for exemption of stamp duty during registration of the Sale Certificate.
Under section 53 of the IB Code,2016 and other applicable Liquidation Process Regulations, the Liquidator made distribution of Liquidation proceeds the claimants. It is averred that the Bank Statement filed will evidence the receipt of sale consideration and disbursements made to the stakeholders as per the waterfall mechanism. The Compliance Memo along with Form H is filed as per the Regulation 5(f) of IBBI Regulations, 2016.
In the light of above facts and circumstances of the case, the only point that emerges for consideration of the Tribunal is Whether the Corporate Debtor can be dissolved ?
We have heard the Ld. Counsel for the Liquidator Smt. Mummaneni Vazra Laxmi and also perused the record.
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, 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.
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 in this case. As such, the Corporate Debtor can be ordered to be dissolved. Hence, we hereby order dissolution of the Corporate Debtor as under:-
The Corporate Debtor/M/s Gayatri Seafoods and Feeds Private Limited stands dissolved from the date of this Order, in terms of Section 54(1) of IBC, 2016, and the Liquidator stands relieved.
Regarding exemption of the stamp duty charges for registration of sale certificate issued by the liquidator, directions issued by the Hon’ble High Court of Telangana in the matter between M/s Anirudh Agro Farms Private Limtied Vs State of Telangana reported in (2023) ibclaw.in 260 High Court to be followed and appropriate authority to be approached.
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.
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.
The Registry is also directed to communicate this order to the Registrar of Companies, Hyderabad for updating the master data.
A copy of this order be also forwarded to the Insolvency & Bankruptcy Board of India, New Delhi.
In terms of the above, IA (IBC) 1263 of 2023 filed by the Liquidator appointed for M/s Gayatri Seafoods and Feeds Private Limited (Corporate Debtor) for dissolution of the Company under Section 54 (1) 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.