Vellurmadam Harish Gopalkrishnan vs Unitech Transformers Pvt. Ltd

Per: Ashish Kalia, Member (Judicial)

This is an Interlocutory Application is filed Under Section 33(2) read with Section 60(5) of the Insolvency and Bankruptcy Code 2016 (Herein after refer to as this “Code”) R/W Rule 11 of the National Company Law Tribunal Rules, 2016 by Mr.Pravin R. Navandar, Resolution Professional, (Applicant/RP) on 21.06.2025, seeking Liquidation of Unitech Transformers Pvt. Ltd., the Corporate Debtor for passing an order directing the initiation of Liquidation of the Corporate Debtor in accordance with Chapter III of Part II of the Code and appointing Mr. Manish Lalji Dawda as the Liquidator of the Corporate Debtor.

The Corporate Debtor was admitted in CIRP on 22.03.2018 and the Applicant was appointed as Resolution Professional (RP) of Unitech Transformers Pvt. Ltd. It is submitted that the RP initially sought approval of resolution plan submitted by suspended promoters Mr. P.K. Haridas and Mrs. Heena Haridas through MA 1621/2018, which was approved by the CoC with 83.30% voting. However, on 08.11.2023, Haridas withdrew from implementing the plan citing unaffordable CIRP costs. The RP then sought and obtained orders for a re-run of CIRP (IA 222/2024, order dated 16.04.2024) and multiple extensions, including 60 days (IA 4860/2024, order dated 15.10.2024) and 40 days (IA 5936/2024, order dated 19.12.2024), after failed e-bidding attempts at a reserve price of ₹11.25 crores. A plan submitted by Millennium Infra Construction Pvt. Ltd. with co-applicants was approved with 99.96% CoC voting on 27.01.2025, followed by issuance of LOI on 30.01.2025. Subsequent extensions (IA 1244/2025 and IA 2396/2025) were granted, with the SRA given a final deadline of 10.04.2025 to submit a Performance Bank Guarantee (PBG). It is the submission of the Applicant that a PBG dated 08.04.2025 was purportedly shared by SBI via email, but the hard copy was never received, and SBI later confirmed no such guarantee was issued and the named bank manager was fictitious. The CoC, in its 42nd meeting, revoked the LOI with 83.32% voting, forfeited the ₹25 lakh EMD, and the RP lodged a forgery complaint on 22.05.2025. With no alternate plans available, the CoC approved liquidation with 83.32% voting, initially proposing Mrs. Palak Desai as liquidator but later recommending Mr. Manish Lalji Dawda on 12.06.2025.

An application bearing CP(IB) No.1616/2017 was filed against the Corporate Debtor for initiation of Corporate Insolvency Resolution Process (hereinafter referred to as “CIRP”) under Section 7 of the Code.

The aforesaid Company Petition was admitted by this Tribunal on 22.03.2018 directing initiation of CIRP in respect of the Corporate Debtor and Pravin R.Navapdar, the Applicant was appointed as the Interim Resolution Professional (IRP).

On 11.12.2018, the Applicant filed MA 1621 of 2018 seeking approval of the resolution plan submitted by the suspended promoters, Mr. P.K. Haridas and Mrs. Heena Haridas. The matter was heard on 26.08.2019 and reserved for orders, however the order couldn't be pronounced because of the change in the composition of the Bench of this Tribunal. Consequently, by order dated 16.04.2024 in IA 222 of 2024, the Adjudicating Authority allowed to re-run of the CIRP.

The Applicant successfully conducted 24th CoC meeting on 29.04.2024 wherein COC discussed and approved publishing of Form G and Expression of Interest. Pursuant to the issuance of Form G published on 02.05.2024 and the Request for Resolution Plan dated 01.06.2024 along with Corrigendum dated 10.06.2024, as amended/revised/updated and supplemented from time to time, resolution plans were invited in accordance with the provisions the Code.

In 28th Meeting of CoC held on 06.08.2024, 2 PRAs submitted their Resolution Plans and after evaluation of the viability and feasibility of the plan, a physical bidding took place.

In response to the aforesaid Form G, the Applicant received a Resolution Plan in the 36th CoC meeting held on 27.01.2025, the revised resolution plan submitted by the Consortium of Millennium Infra Construction Pvt. Ltd., Mr. V.G. Vaidyanathan, and Mr. Vinoy Lukose was approved with 99.96% CoC votes and the Letter of Intent was issued to the successful resolution applicant (SRA). As per the LOI, the SRA was required to submit the Performance Bank Guarantee (“PBG”) by 01.02.2025, however, despite five extensions, only a soft copy from SBI Bansdroni Branch, Kolkata purportedly issued by Sujoy Ghosh was received on 08.04.2025. On 14.05.2025, RP notified Millennium Infra Construction Pvt. Ltd. about revocation of LOI and forfeiture of EMD due to failure to submit the original PBG. The CoC, with 83.32% votes, resolved to revoke the LOI and forfeit the Ernest Money Deposit (EMD) of ₹25 lakh deposited by the SRA.

The Applicant submits that, upon conducting due diligence, it was discovered that the Performance Bank Guarantee (PBG) was forged, and consequently, the Letter of Intent (LOI) was revoked.

The Applicant submits that on 21.05.2025 in the 43^rd CoC Meeting, It was revealed that the given branch of SBI Bansdroni Branch denied having issued such a PBG on 08.04.2025 and no officer named Sujoy Ghosh existed at the branch. Multiple written and email follow-ups confirmed the document was forged. On 20.05.2025, the SBI officially confirmed via email that no bank guarantee was issued and the purported signatory was neither employed nor authorized.

The Applicant submits that a detailed complaint regarding forgery of the PBG to the concerned police authorities was reported.

The Applicant, after consulting the Committee of Creditors (CoC) and verifying with the remaining potential resolution applicants, including Ponika Multi Trade Pvt. Ltd. who was the second highest bidder, has shown no interest and therefore there is no alternate plan which was forthcoming.

On 21.05.2025 in 43rd CoC Meeting, a resolution for initiation of liquidation was placed before the CoC and passed with 83.32% voting share, in accordance with Section 33(2) of the Insolvency and Bankruptcy Code, 2016.

ASREC one of the majority CoC member expressed a desire to appoint Mr. Manish Lalji Dawda as Liquidator, and his written consent was received and attached with the Application, with a Written Consent to act as the Liquidator of the Corporate Debtor under Sections 33 and 34 of the Code. Valid AFA is also attached.

We have perused the averments made in the IA and heard the Counsel for the Applicant/RP. Section 33(2) of the Code lays down that 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 [approved by not less than sixty-six per cent of the voting share] 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).

In the present case, we find that the members of the CoC having 83.32% voting share have already approved to initiate liquidation of the Corporate Debtor in its 43rd meeting held on 21.05.2025 ASREC later on vide Email dated 12.06.2025 recommended name of Mr. Manish Lalji Dawda as Liquidator. The Applicant has placed on record Written Consent of Mr. Manish Lalji Dawda, having IBBI Reg. No. IBBI/IPA-001/IP-P-02506/2021-2022/13797 residing at 205-A, 2nd Floor, Plot No 408, Hiren Light Industrial Estate ,Bhagoji Keer Marg ,Near Paradise Cinema, Mahim ,Mumbai City, Maharashtra-400016 and having valid Authorization for Assignment up to 30.06.2026 to act as the Liquidator of the Corporate Debtor in accordance with the Code.

In view of the facts and circumstances narrated above, we are of the considered opinion that this is a fit case for initiation of liquidation of the Corporate Debtor. Therefore, we hereby order the initiation of liquidation process of the Corporate Debtor subject to the following terms and directions:

a. The Corporate Debtor, Unitech Transformers Pvt. Ltd, is ordered to be liquidated in terms of the provisions of Section 33(2) of the Code read with the relevant Regulations made thereunder which shall be effective from the date of this order.

b. This Bench hereby appoints Mr.Manish Lalji Dawda, holding Registration No. IBBI/IPA-001/IP-P-02506/2021-2022/13797, at 205-A, 2nd Floor, Plot No 408, Hiren Light Industrial Estate ,Bhagoji Keer Marg ,Near Paradise Cinema, Mahim ,Mumbai City,Maharashtra ,400016 and having email address ip.dawdamanish@gmail.com as the Liquidator in terms of Section 34 of the Code;

c. On the appointment of the Liquidator, all powers of the board of directors, key managerial personnel etc. shall cease to have effect and shall be vested in the Liquidator;

d. The Order of Moratorium passed under Section 14 of the Code shall cease to have its effect from the date of this order;

e. A fresh Moratorium under Section 33(5) of the Code shall commence forthwith as the liquidation process is initiated. Subject to Section 52 of the Code, no suit or other legal proceedings shall be instituted by or against the Corporate Debtor. The Liquidator has the liberty to institute a suit and other legal proceedings on behalf of the Corporate Debtor with the prior approval of this Adjudicating Authority;

f. The liquidator shall issue a public announcement stating that the Corporate Debtor is in liquidation in terms of Regulation 12 of the Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations, 2016;

g. The Liquidator is directed to proceed with the process of liquidation in a manner laid down in Chapter III of Part II of the Insolvency and Bankruptcy Code, 2016 and in accordance with the relevant rules and regulations;

h. The Liquidator shall follow-up on and continue to investigate the financial affairs of the Corporate Debtor to determine undervalued or preferential transactions in accordance with provisions of Section 35(1) of the Code read with the relevant rules and regulations;

j. This order shall be deemed to be a notice of discharge to the officers, employees and workmen of the Corporate Debtor as per Section 33(7) of the Code except when the business of the Corporate Debtor is continued during the liquidation process by the Liquidator;

k. The Liquidator shall also follow up the pending applications for their disposal during the process of liquidation including initiation of steps for recovery of dues of the Corporate Debtor, if any, as per law;

l. It is directed that the Personnel of the Corporate Debtor shall extend all assistance and co-operation to the Liquidator as may be required in managing the affairs of the Corporate Debtor as specified under Section 34(3) of the Code;

m. The Liquidator shall charge fees for the conduct of the liquidation proceedings in proportion to the value of the liquidation estate assets as specified by the IBBI and the same shall be paid to the Liquidator from the proceeds of the liquidation estate under Section 53 of the Code;

n. The Applicant/Resolution Professional is directed to hand over custody or control of all the assets, property, effects and actionable claims of the Corporate Debtor to the newly appointed Liquidator forthwith;

o. The Liquidator shall be at liberty to approach the Adjudicating Authority for such orders or directions as may be necessary for the liquidation of the Corporate Debtor.;

p. Copy of this order be sent to the registered office of the Corporate Debtor, the Resolution Professional and the Liquidator by speed-post as well as email for taking necessary steps;

q. The Registry is directed to communicate this Order to the Registrar of Companies, Mumbai and the Insolvency and Bankruptcy Board of India;

With these directions, IA-2906/2025 filed by the Applicant/RP for initiation of Liquidation of the Corporate Debtor stands allowed and disposed of accordingly.