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Judgment
I.A. (Liq.) No.04/2025
Heard the Ld. Counsel for the Liquidator.
I.A is allowed by separate order. File be consigned to records.
I.A. No. 194, 198 & 208/2025
Heard the Ld. Counsel for the parties.
Ms. Tejaswini undertakes to file Vakalath on behalf of the Respondents in I.A No.194 & 197/25 and for Respondents No.1 & 2 I.A No.208/2025. She further stated that she has that she has no instructions to appear on behalf of the I.A No.450/2025, she will follow up for the same and file Vakalath.
Let the Vakalath be filed. Three weeks for filing the reply with direct supply of copy to the otherside and two weeks' time for rejoinder and supply copy to the otherside.
Let the pleadings be complete before next date.
List on 22.09.2025 for hearing.
This Present Application has been filed on 06.03.2025 under section 33 (2) and section 60(5) of the Insolvency and Bankruptcy Code, 2016 read with Rule 11 of the National Company Law Tribunal Rules, 2016 by Smt. Shirley Mathew, Resolution Professional of the Sindhu Cargo Services Private Limited ("Corporate Debtor") inter-alia praying for:-
A. Pass an order directing liquidation of the Corporate Debtor in terms of Section 33(2) of the Code; B. Pass an order appointing the Applicant as the Liquidator of the Corporate Debtor; C. Direct issue of a public announcement stating that the Corporate Debtor is in liquidation; D. Direct that a copy of the said liquidation order be sent to the Registrar of Companies; E. Pass any other orders that this Hon'ble Tribunal may deem fit and just.
Brief facts of the application are given hereunder:
a. The Company Petition bearing C.P (IB) No.71/BB/2023 filed under Section 7 of the Insolvency and Bankruptcy Code, 2016 by “Union Bank of India” to initiate Corporate Insolvency Resolution Process (‘CIRP’) against the Corporate Debtor was admitted on 28.05.2024 and Smt. Shirley Mathew was appointed as Interim Resolution Professional (“IRP”) of the Corporate Debtor.
b. After receiving the Order of appointment of the Applicant as the IRP of the Corporate Debtor, the IRP had issued a Public Announcement in the newspapers in Form-A on 01.07.2024 as per Regulation 6 of the Insolvency Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations 2016 (for short - CIRP Regulations) and the last date for submission of claims was 11.06.2024.
c. Further, the IRP after inviting for claims and examining them, had constituted the Committee of Creditors (“CoC”) on 19.06.2024 and filed the Report Certifying Constitution of Committee of Creditors before under CIRP Regulation 13 (2) (d).
d. The first meeting of the CoC was held on 27.06.2024, wherein the IRP was successfully appointed as the Resolution Professional of the Corporate Debtor. The CoC consists of the following members:-
| S.No. | Name of the Financial Creditor (Secured & Unsecured) | Amount Claimed (Rs.) | Amount Admitted (Rs.) | % of Voting share |
|---|---|---|---|---|
| 1. | Union Bank of India | 70,07,64,678 | 70,07,64,678 | 92.26% |
| 2. | Tata Capital Limited | 5,30,13,541 | 5,30,13,541 | 6.98% |
| 3 | HDFC Bank Limited | 57,34,960 | 57,34,960 | 0.76% |
| TOTAL | 75,95,13,179 | 75,95,13,179 | 100% |
e. The appointment of Mrs. Shirley Mathew as the Resolution Professional (“RP”) of the Corporate Debtor by the CoC was confirmed in order dated 14.10.2024 in IA 604/2024. The RP had appointed two registered Valuers to determine the fair and liquidation values of the Corporate Debtor in accordance with the provisions of the Code and the fee payable to Registered Valuers was ratified by members in the 2nd CoC meeting held on 12.07.2024.
f. The RP after the approval of the CoC had issued Form G on 25.07.2024 in two newspapers namely Financial Express in English in Bengaluru Edition and Vijaywani in Kannada in All Karnataka Edition and received expression of Interest from the Prospective Resolution Applicants (‘PRAs’). It is further submitted that the Applicant circulated the final list of PRAs on 24.08.2024 and the Last date for submission of Resolution Plan was extended from 28.09.2024 to 12.10.2024 with the consent of the CoC members.
g. The Fifth meeting of CoC was held on 18.10.2024, wherein the resolution plans by following PRAs was opened
M/s. Suvee Impex Private Limited
Mr. Balaraju G
Active Freight Logistics Private Ltd
h. The Sixth meeting of the CoC was held on 19.11.2024, wherein the CoC members recommended for extension of CIRP process by another 90 days from 25.11.2024 to 22.02.2025, due to additional time required by the CoC members for evaluation and negotiation with the Resolution Applicants. Accordingly on the RP filing I.A No.864/2024, Resolution Period was extended from 25.11.2024 to 22.02.2025 vide order dated 06.12.2024.
The 9th Meeting of the CoC was held on 07.01.2025 wherein the Resolution Plans submitted by M/s. Suvee Impex Private Limited, Mr. Balaraju G and Active Freight Logistics Private Ltd were discussed and deliberated upon. It is further submitted that Resolution Plan submitted by Active Freight Logistics Private Ltd was held to be non-compliant due to the absence of the mandatory documents and was not put up for voting.
j. Thereafter, the Resolution Plans submitted by M/s Suvee Impex Private Limited and Mr. Balaraju G were put up for voting and the abovementioned plans were rejected by the CoC, as CoC has found none of the plans to be commercially viable.
k. As none of the resolution plans were approved by the CoC, it was accordingly resolved to liquidate the CD in 9th CoC meeting. Hence, this Application.
We have carefully considered the submissions made in the application by the Resolution Professional and have also perused the material on record.
The relevant provisions of sub-sections (1) and (2) of Section 33 of the Code read as follows:
"33. Initiation of liquidation.-
(1)Where the Adjudicating Authority, —
(a)before the expiry of the insolvency resolution process period or the maximum period permitted for completion of the corporate insolvency resolution process under section 12 or the fast track corporate insolvency resolution process under section 56, as the case may be, does not receive a resolution plan under sub-section (6) of section 30; or
(b)rejects the resolution plan under section 31 for the non-compliance of the requirements specified therein, it shall:
(i)pass an order requiring the corporate debtor to be liquidated in the manner as laid down in this Chapter;
(ii)issue a public announcement stating that the corporate debtor is in liquidation; and
(iii)require such order to be sent to the authority with which the corporate debtor is registered.
(2)Where the resolution professional, at any time during the corporate insolvency resolution process but before confirmation of resolution plan, intimates the Adjudicating Authority of the decision of the committee of creditors to liquidate the corporate debtor, the Adjudicating Authority shall pass a liquidation order as referred to in sub-clauses (i), (ii) and (iii) of clause (b) of sub-section (1)."
Prescribed period for filing application: In view of the facts above narrated, this Application is one under sub-section (2) of Section 33 of the Insolvency and Bankruptcy Code, 2016.
Appointment of Liquidator: It is submitted that the Members of CoC in their 9th meeting held on 07.01.2025 approved the appointment of Smt. Shirley Mathew as Liquidator of the Corporate Debtor with 92.26% of votes as per section 34 of the Insolvency and Bankruptcy Code. Additionally, the Applicant has also given his written consent dated 31.12.2024 to act as the Liquidator of the Corporate Debtor. Therefore, this Tribunal hereby approves the appointment of Smt. Shirley Mathew with Registration No. IBBI/IPA-001/IP-P01043/2017-2018/11716 Email [email protected] and Phone No. 9845510322 as the Liquidator of the Corporate Debtor.
The CIRP Regulations 39B, 39C and 39D are examined hereunder.
a. Liquidation Cost [Regulation 39B]- Pursuant to CIRP Regulation 39B the CoC in its 9th meeting held on 07.01.2025 approved the estimated Liquidation cost of Rs. 10,85,000/- (Rupees Ten Lakh Eighty-five Thousand Only) plus taxes.
b. Scheme of Compromise or Arrangement [Regulation 39B]- The CoC in its 9th meeting, has approved the recommendations made with respect to the compromise or arrangement as per CIRP regulation 39BA.
c. Assessment of Sale as a going concern [Regulation 39C] - The CoC has also approved the sale of Corporate Debtor as a going concern. Therefore, the Liquidator is directed to follow the Regulation 32 of the Insolvency Bankruptcy Board of India (Liquidation Process) Regulations, 2016 and take necessary action.
| Votes cast in favour | Votes cast against | Abstained | |
|---|---|---|---|
| RESOLVED THAT, the Committee of Creditors hereby approves the recommendation of the member of the Committee of Creditors that in case of liquidation, the liquidator should proceed in the manner as discussed in Agenda Item A-12 and in accordance with regulation 39C of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 and in accordance with any other provisions, rules and regulations made thereunder | 92.26% | 6.98% | 0.76% |
d. Fees of the Liquidator [Regulations 39D]- The fee of the liquidator shall be in accordance with CIRP Regulation 39D.
| Votes cast in favour | Votes cast against | Abstained | |
|---|---|---|---|
| “RESOLVED THAT, the Committee of Creditors hereby approves the fees of the liquidator (in case the corporate debtor goes into liquidation) as per Regulation 39D of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 and in accordance with any other provisions, rules and regulations made thereunder. RESOLVED FURTHER THAT the Resolution Professional of Sindhu Cargo Services Private Limited be and | 99.24% | 0.76 | 0 |
| is hereby authorized to take such steps as may be necessary in relation to the above, if required and to settle all matters arising out of and incidental thereto and sign and execute all documents and writings that may be required and generally to do all acts, deeds, make payments and things that may be necessary, proper, expedient or incidental for the purpose of giving effect to the aforesaid Resolution |
In view of the satisfaction of the conditions provided under sub-section (2) of section 33 of the Code, the Application is allowed and Corporate Debtor SINDHU CARGO SERVICES PRIVATE LIMITED is directed to be liquidated in the manner as laid down in Chapter III of the Code. Some of the directions are noted as under:
As per Section 33 (5) of the Code and subject to Section 52 of the code, no suit or other legal proceedings shall be instituted against the corporate Debtor, except with the prior approval of the Adjudicating Authority;
ii) The provisions of sub-section (5) of Section 33 of the Code shall 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;
iii) This order of liquidation under Section 33 of the Code shall be deemed to be a notice of discharge to the officers, employees and workmen of the Corporate Debtor, except when the business of the Corporate Debtor is continued during the liquidation process by the Liquidator;
iv) All the powers of the Board of Directors, key managerial personnel and the partners of the Corporate Debtor, as the case may be, shall cease to have effect and shall be vested in the Liquidator;
The personnel of the Corporate Debtor shall extend all assistance and cooperation to the Liquidator as may be required by him in managing the affairs of the Corporate Debtor and provision of Section 19 of the Code shall apply in relation to voluntary liquidation process as they apply in relation to liquidation process with the substitution of references to the liquidator for references to the Interim Resolution Professional;
vi) The Liquidator shall publish public announcement in accordance with Regulation 12 of the Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations, 2016 and in Form B of Schedule II of the said Regulations within five days from receipt of this order calling upon the stake holders to submit their claims as on liquidation commencement date and provide the last date for submission of claim which shall be 30 days from the liquidation commencement date. vii) The Liquidator shall separately & individually intimate the concerned PF Department, Employee state Insurance Corporation, Income Tax Department, Inspector of Factories, GST/VAT authorities, Registrar of Companies, Karnataka and other relevant statutory authorities about the commencement of liquidation process of the Corporate Debtor and specify the date of intimation to abovementioned statutory authorities in the Form-H as mandated under Regulation 45(3) of the Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations, 2016. viii) That the 'Liquidator' shall file his preliminary report within 75 days and to file regular progress reports as per Regulation 15 thereafter in accordance with Regulation 13 of the Insolvency and Bankruptcy Board of India (Liquidation Process), Regulations, 2016.
Copy of this order be supplied to the Liquidator as well as the Registrar of Companies, Bengaluru forthwith. The Registry is also directed to send a copy of this order to the Liquidator at his e-mail address.