2022 (7) TMI 240 - Tri - Insolvency and Bankruptcy

Seeking dissolution of the Corporate Debtor - Section 54 of the IBC, 2016 - HELD THAT - The facts and circumstances of the case, has established that due process of Liquidation, as per extant provisions, was followed by the Liquidator to liquidate the assets of Company and the realized amounts were also distributed to the respective claimants. Therefore, the liquidation process is deemed to have been completed under Chapter III of Part II of Code, and thus it would be just and proper for the Adjudicating Authority to dissolve the Company. No party is going to be affected by dissolving the company. M/s Bookawheel Technologies Private Limited, the Corporate Debtor, is hereby dissolved with immediate effect - Application allowed.

Issues Involved:
1. Application for dissolution of the Corporate Debtor under Section 54 of the IBC, 2016.
2. Liquidation process and compliance with IBC, 2016 and Liquidation Regulations.
3. Distribution of realized assets to stakeholders.
4. Claims verification and handling of delayed claims.
5. Valuation of assets and sale of assets.
6. Final report and compliance certificate submission.
7. Exclusion of lockdown period from the liquidation timeline.
8. No pending applications or objections related to the dissolution.

Issue-Wise Detailed Analysis:

1. Application for Dissolution:
The application was filed by the Liquidator under Section 54 of the IBC, 2016, for the dissolution of the Corporate Debtor, M/s Bookawheel Technologies Private Limited. The relevant provisions of Section 54 were cited, emphasizing that the liquidator must apply for dissolution once the assets are completely liquidated, and the adjudicating authority shall order the dissolution accordingly.

2. Liquidation Process and Compliance:
The main company petition was admitted on 05.03.2018, initiating the Corporate Insolvency Resolution Process (CIRP). A resolution to liquidate the corporate debtor was passed with more than 75% voting share, and the liquidation order was issued on 18.09.2018. The Liquidator made public announcements and invited claims as per the IBBI (Liquidation Process) Regulations, 2016. The status of the company was updated to "under liquidation," and all statutory authorities were informed.

3. Distribution of Realized Assets:
The liquidator realized assets amounting to Rs. 24,17,417 and distributed them after deducting CIRP and liquidation expenses. The final distribution to stakeholders amounted to Rs. 9,83,924. The distribution was made in compliance with Section 53 of the IBC, 2016, and Regulation 42 of the Liquidation Regulations.

4. Claims Verification and Handling of Delayed Claims:
The liquidator received claims totaling Rs. 1,34,72,794 from employees and operational creditors. The claims were verified according to Regulation 30 of the Liquidation Regulations. The Employees' Provident Fund Organization (EPFO) filed a delayed claim, which was not submitted in the correct form and was subsequently not pursued further.

5. Valuation of Assets and Sale of Assets:
The valuation of assets was conducted during the CIRP, with the fair value at Rs. 12.70 Lakhs and liquidation value at Rs. 10.00 Lakhs. Movable assets were sold privately with the tribunal's permission. The valuation report indicated these assets were valued at Rs. 0.27 Lakh.

6. Final Report and Compliance Certificate Submission:
The liquidator submitted a preliminary report containing details of the corporate debtor's capital structure, estimated assets and liabilities, proposed liquidation plan, and estimated costs. A final report and compliance certificate in Form H were submitted, confirming that the liquidation process adhered to all provisions of the IBC, 2016, and Liquidation Regulations.

7. Exclusion of Lockdown Period:
The period of 129 days of lockdown from 25.03.2020 to 31.07.2020 was excluded from the liquidation timeline, extending the process beyond the initial two-year period.

8. No Pending Applications or Objections:
The liquidator confirmed that no applications for avoidance of transactions or appeals by creditors were pending. One application for extortionate credit transactions was dismissed. No objections were raised by stakeholders during the consultation committee meetings.

Conclusion:
The tribunal concluded that the liquidation process was completed as per the extant provisions, and the realized amounts were distributed appropriately. The Corporate Debtor, M/s Bookawheel Technologies Private Limited, was ordered to be dissolved with immediate effect. The liquidator was discharged from his duties, and the liquidation bank account was to be closed after settling any pending amounts. Copies of the dissolution order were to be forwarded to the Registrar of Companies and other statutory authorities.

Directions:
1. The Corporate Debtor is dissolved with immediate effect.
2. The Liquidator is permitted to close the liquidation bank account within three weeks.
3. The Registry is directed to forward a copy of the order to the Registrar of Companies within two weeks.
4. The Liquidator is to forward copies of the order to all other statutory authorities.
5. The Liquidator is discharged from his duties and responsibilities.

The application for dissolution was allowed and disposed of accordingly.

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