Unicon Vanijya Private Limited vs Nouvelle Advisory Services Private Limited

Per: Balraj Joshi, Member (Technical)

This Adjudicating Authority convened through hybrid mode.

IA(IBC)/1026(KB)2023 is an application filed by the Resolution Professional (“RP”) of Nouvelle Advisory Services Private Limited, the Corporate Debtor, praying for dissolution of the Corporate Debtor. This application is supported by an affidavit^{11.At pages 28 and 29 of the application} duly affirmed by Mr. Rajiv Kumar Agarwal, the RP.

This Adjudicating authority vide order dated 11/01/2023 in CP(IB)/191(KB)2022, had ordered initiation of CIRP against the Corporate Debtor. Mr. Rajiv Kumar Agarwal was appointed as the Interim Resolution Professional (“IRP”). The said order was duly communicated to the IRP by the Registry, NCLT.

In terms of regulation 6 of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 (in short, Regulations 2016), Public Announcements in Form A was published on 14/01/2023 in “Financial Express” (English) and “Aajkal” (Bengali) inviting claim from the creditors.^{22.Averments in para 5(c) at page 7 of the application}

Committee of Creditors (“CoC”) was duly constituted on 02/02/2023 with the sole member being the petitioning Financial Creditor and the 1st CoC meeting was held on 09/02/2023. At the said 1st meeting of the CoC appointment of IRP as Resolution Professional (“RP”) was approved with 100% voting share.^{33.Averments in Paras 5(d) and (e) at page 8 of the application}

Pursuant to the 2nd CoC meeting held on 30/03/2023, in terms of regulation 36A(1) of the Regulations 2016, Form G inviting Expression of Interest (“EoI”) from prospective resolution applicants (“PRA”) was published on 31/03/2023. However, in response to the said paper advertisements no EoI was received from any PRA^{44.Averments in para 5(f) at page 8 of the application}.

In the 3rd meeting of the CoC held on 18/05/2023, the sole member of the CoC after considering the Valuers’ reports and status update from the RP was of view that since the Corporate Debtor does not have any realizable assets and has no business and therefore the chances of resolution and/or any recovery were “Nil”. It was further discussed that the Cash and Bank balance would just suffice to take care of the CIRP expenses and furthermore if the Corporate Debtor is taken to liquidation additional money would be required to be paid by the CoC members through there will be no recovery. Hence, the CoC had recommended direct dissolution of the Corporate Debtor without liquidation subject to a legal opinion on the subject.^{55.Averments in para 5(g) at page 8 of the application}

The applicant thereafter convened 4^th meeting of the CoC on 27/05/2023 wherein option of dissolution without liquidation was discussed in the light of legal opinion. The CoC observed that since realizable value of the assets of the Corporate Debtor is “Nil” and there are no funds to meet the full CIRP Cost as well as Liquidation Cost, there was no point in proceeding with liquidation and then apply for dissolution of the Corporate Debtor. The CoC further observed that it was prudent to recommend dissolution without liquidation.^{66.Averments in para 5(h) at page 8 of the application} Accordingly, the CoC passed the following resolution with 100% voting share.

In support of this application, Ld. Counsel for the RP has produced following two judgments of the Coordinate Benches one dated 11/03/2022 passed by the NCLT, Division Bench II, Chennai and other dated 16/11/2020 passed by the NCLT, Bengaluru Bench:

It is to be noted here that 180 days CIRP period had expired on 09/01/2023 and no extension was sought.

We have heard the Ld. Counsel for the RP, perused the application and the documents attached therewith.

Various provisions of the Code dealing with the dissolution of the Corporate Debtor are as follows:

In the instant case, since there are no assets with the Corporate Debtor as stated by the RP and also by the CoC that there are insufficient funds to meet the full CIRP cost as well as Liquidation cost, therefore provisions of section 54 of the Code and also that of Regulation 14 of the IBBI (Liquidation Process) Regulations, 2016 would be deemed to have been complied with.

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 the dissolution of the Corporate Debtor, viz., Nouvelle Advisory Services Private Limited from the date of this Order, and the Corporate Debtor stands dissolved. Consequently, RP stands relieved subject to procedural compliances.

The Resolution Professional and the Registry are directed to serve a copy of this order upon the Registrar of Companies, West Bengal, immediately and, in any case, within fourteen days of receipt of this order. The Registrar of Companies shall take further necessary action upon receipt of a copy of this order.

IA(IBC)/1026(KB)2023 in CP(IB)/191(KB)2022 is allowed with the above directions and the IA(IBC)/1026(KB)2023 and CP(IB)/191(KB)2022 are hereby disposed of accordingly.

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.

File be consigned to records.