Disposed

In the matter of Bangalore Dehydration and Drying Equipment Co. Private Limited [C.P. (Ib) No.135/BB/2018]

NCLT8 Dec 2021C.P. (IB) No.135/BB/2018

Case brief

AI extract

What is this about?

The National Company Law Tribunal, Bengaluru Bench disposed of an application filed by the Resolution Professional seeking consolidated liquidation of two corporate debtors. The Tribunal approved the Tribunal approved the Company approved the initiation of consolidated liquidation of M/s. B.T. & F.C. Private Limited and M/s. Bangalore Dehydration and Drying Equipment Co. Private Limited. The Tribu

What did the court decide?

Ordered consolidated liquidation of the Corporate Debtors; appointed Shri Shivadutt Bannanje as common Liquidator; directed strict adherence to IBC, 2016 and IBBI regulations.

In the matter of Bangalore Dehydration and Drying… — Insolvency and Bankruptcy | NCLT (2021)

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I.A.No.235 of 2021 in C.P.(IB)No.165/BB/2018

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NCLT, BENGALURU BENCH

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C.P.(IB)No.135/BB/2018

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Sl No. 493

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FREE OF Cebbed vGOPY

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IN THE NATIONAL COMPANY LAW TRIBUNAL BENGALURU BENCH

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I.A.No.235 of 2021 in

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Clubbed with C.P.(IB)No.165/BB/2018 Under Section 60, R/w C.P. (IB) No.135/BB/2018 Section 33(2) of the IBC, 2016

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No.47, Dickenson Road S-709, South Block, Manipal Centre, Shri Shivadutt Bannanje Equipment Co. Private Limited and M/s. Bangalore Dehydration and Drying Bangalore - 560 042. Resolution Professional ofM/s.B.T. & F.C. Pvt. Ltd. Applicant/Resolution Professional

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Order delivered on: 08.12. 2021

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Coram: 1. Hon'ble Shri Bhaskara Pantula Mohan, Acting President

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Hon'ble Shri Hemant Kumar Sarangi, Member (Technical)

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Parties/Counsels Present (Through Video Conference):

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For the Applicant/Resolution Professional Shri Raghuram Cadambi

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COMMON ORDER

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Per: Bhaskara Pantula Mohan, Acting President

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consolidated liquidation of the Corporate Debtors i.e., M/s. B.T. & F.C. Private Limited and M/s. Bangalore Dehydration and Drying Equipment I.A.No.235 of 2021 in C.P.(IB)No.165/BB/2018 clubbed with of the IBC, 2016 by inter alia seeking to pass an order commencing Professional of M/s.B.T. & F.C. Private Limited and M/s. Bangalore C.P.(IB)No.135/BB/2018 is filed by Shri Shivadutt Bannanje, Resolution 'Applicant/Resolution Professional') Under Section 60, R/w Section 33(2) Dehydration and Drying Equipment Co. Pvt. Ltd. (hereinafter referred to as

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1.A.No.235 of 2021 in Clubbed with C.P.(IB)No.135/BB/2018 C.P.(IB)No.165/BB/2018

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NCLT, BENGALURU BENCH

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decision taken by the CoC at its meeting dated May 7, 2021 etc. Co. Pvt. Ltd., in terms of the provisions of the IBC, 2016 and in view of the

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follows:

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1. Brief facts of the Application, which are relevant to the question, are as

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Tribunal, by way of its order dated January 27, 2020 passed in C.P.(IB)

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(1) It is stated that this Tribunal, by way of its order dated September 27. Srivastava as the Interim Resolution Professional. Subsequently, this CIRP in respect of M/s. B.T.& F.C. Pvt. Ltd. and appointed Mr. Pankaj No.135/BB/2018 filed by M/s. Asia Pragati Capfin Ltd. (Financial M/s. Bangalore Dehydration and Drying Equipment Co. Pvt. Ltd. and Creditor/Petitioner) U/s. 7 of the Code, commenced CIRP in respect of

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2019 in C.P.(IB) No.165/BB/2018 filed by M/s. Radico Khaitan Limited Professional. (Petitioner/Operational Creditor) U/s 9 of the Code commenced the appointed Ms. Ramanathan Bhuvaneshwari as the Interim Resolution

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order, M/s. Radico Khaitan Ltd, the Petitioner in various grounds. This Application came to be rejected by way of an

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(2) Accordingly, the CIRP in respect of the two Corporate Debtors was application in I.A. No.212 of 2020 in C.P. (IB)No.165/BB/2018 for proceeding separately, with two separate Interim Resolution consolidation of two respective CIRPs of the two Corporate Debtors, on order dated 02.09.2020 passed by this Tribunal. Aggrieved by the said Professionals, and two separately Committees of Creditors having been under which the Hon'ble NCLAT directed this Tribunal to appoint a C.P.(IB)No.165/BB/2018 preferred an appeal before the Hon'ble

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constituted. When things stood thus, M/s. Radico Khaitan Ltd. filed an NCLAT, Principal Bench. The said appeal was allowed by the Hon'ble NCLAT, Principal Bench, by way of its order dated March 26th, 2021, CIRP/Liquidation of the Corporate Debtor. single common Resolution Professional/Liquidator for consolidated

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1.A.No.235 of 2021 in C.P.(IB)No.165/BB/2018

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NCLT, BENGALURU BENCH

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Clubbed with

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C.P.(IB)No.135/BB/2018

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thereunder. direction of this Tribunal, collected and collated the necessary consolidating the CIRP in respect of the two Corporate Debtors, i.e. Committee of Creditors, as set out under the Code and the regulation M/s. B.T.& F.C. Pvt. Ltd. and Bangalore Dehydration and Drying (3) Pursuant thereto, this Tribunal passed an order dated April 9, 2021, equipment Co. Pvt. Ltd. By way of the same, order, the Applicant Professionals of each Corporate Debtor and constituted the consolidated Corporate Debtors. The Applicant herein, in accordance with the documents/information from the previous respective Resolution herein, was appointed as the Resolution Professional for both the

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(4) It is stated that the CoC formerly consisted of M/s. Ugro Capital Ltd. and State Bank of India as Secured Financial Creditors. Further, M/s. Radico Khaitan Ltd, being the Operational Creditor with aggregate dues executed between M/s. Ugro Capital Ltd. and M/s. Edelweiss Asset Reconstruction Company Ltd, dated March 26, 2021, Ugro Capital had along with collateral and underlying security interest thereon. It was

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by the Applicant in accordance with Section 24 of the Code, however, no M/s. Edelweiss Reconstruction Company Ltd. would participate in the further informed that both the parties had also agreed that henceforth

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Ltd. informed the Applicant that as per the Assignment Agreement

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exceeding ten percent of the debt, was also sent notice of CoC meeting voting rights were assigned to them. Furthermore, M/s. Ugro Capital unconditionally and irrevocably assigned and transferred unto the latter all loans including the right to recover and receive all loan amounts due Committee meetings as Financial Creditor (i.e. on behalf of Ugro Capital Ltd) and shall have the binding decision making power, since the Assignment Agreement had been executed.

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I.A.No.235 of 2021 in

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NCLT, BENGALURU BENCH

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C.P.(IB)No.165/BB/2018

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Clubbed with

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C.P.(IB)No.135/BB/2018

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had then resolved to liquidate both the Corporate Debtors. Resolution Applicants. They stated that as a result the Committee of Financial Creditors having decision-making power and thereafter called fruitful outcome due to the scant participation of the prospective Creditors of both the Corporate Debtors individually in their respective apprehension to proceed with CIRP based on the reasoning that they At the said meeting, the common Resolution Professional placed the Committee meetings held on 25th February, 2020 and 19th October, 2020 for the meeting the consolidated committee of creditors on May 7, 2021. Committee for its approval. The members of the CoC expressed their had already put in enormous effort to salvage the Corporate Debtors, during the erstwhile separate CIRP proceedings, however, there was no members of the CoC along with the Notice of the Meeting), before the Form G- Expression of Interest (i.e., as already circulated to the

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(6) It is also stated that the members further suggested to go for liquidation was pointed out that there was shallow interest from the prospective as a favourable cause of action and stated that commencing CIRP Resolution Applicant as even the revised offer submitted by a shortlisted prospective as even the revised offer submitted by а value was being met. Therefore, the members proposed to liquidate depreciation of assets of the Corporate Debtors. view that enormous effort and time had already been spent on separate Resolution Applicant coming forward to revive the Corporate Debtor. It was financially insufficient and not acceptable since even the liquidation proceedings all over again would be an ineffectual and time-consuming CIRP and resuming the process from beginning would mean further both Corporate Debtors in order to maximize value of the assets and shortlisted prospective Resolution Applicant during separate CIRP's protect the interest of stakeholders. The Committee was of the shared exercise since the same had already been undertaken previously with no

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I.A.No.235 of 2021 in C.P.(IB)No.165/BB/2018

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NCLT, BENGALURU BENCH

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Clubbed with

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C.P. (IB)No.135/BB/2018

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(7) After due deliberation, the following resolution was proposed:

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"RESOLVED THAT the approval of the Committee of Creditor be and is hereby accorded for initiation of consolidated liquidation of Corpornte Debtors i.e. M/s. B.T.& F.C. Private Limited and M/s. Sec 33(2) ofthe Insolvency and Bankruptcy Code, 2016." Bangalore Dehydration and Drying equipment Co. Pvt. Ltd. under

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appointed as liquidator and that the Resolution Professional has expressed his willingness for the appointment as liquidator and also ID:[email protected] be and is hereby proposed to be “RESOLVED FURTHER THAT Sh. Shivadutt Bannanje, S-505, South Block, 47, Dickenson Road, Bancaglore-560042, email Resolution Professional having registration number IBВІЛРА002/1P-N00266/2017-18/10779, having its office at Manipal Centre, given his consentfor the same."

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"RESOLVED FURTHER THAT the fees payable to the liquidator will be as per the decision of the Committee of Creditors of Bangalore Delhydration and Drying Equipment Co. Private Limited in its meeting dated October 19, 2020."

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"RESOLVED FURTHER THAT Sh. Shivadutt Bannanje, Resolution Professional be and is hereby authorized to file necessary Direction and Order under Sec 33 of the Insolvency and Bankruptcy Code, 2016 from the Hon'ble Tribunal, Bengaluru." Bengaluru Bench to give effect to this Resolution and further seekfor application before the Hon'ble National Company Law Tribunal,

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Debtor. May 13, 2021. The members of the CoC having 100% voting power (8) Thereafter, e-voting was initiated and kept open from May 10, 2021 till unanimously approved the consolidated liquidation of the Corporate

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the -sdWe for 3. HeardShri Video Counsel Conference. Raghuram Cadambi, learned -Applicant/Resolution Professionalthrough

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I.A.No.235 of 2021 in C.P. (IB)No.165/BB/2018

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NCLT, BENGALURU BENCH

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Clubbed with

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C.P.(IB)No.135/BB/2018

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of the Code and the Rules made thereunder. havecarefully perused the pleadings of the party and the extant provisions

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Plan to revive the business of the Corporate Debtor. However, sole thereunder. Therefore, there is no other alternative for the CoC except to Code. The Resolution to initiate liquidation was also approved by the CoC seek to order to liquidate the Corporate Debtor as per the provisions of the Resolution Plan received found not to be in compliance with parameters prescribed under the extant the Provisions of Code and the Rules made 4. As detailed supra, the Resolution Professional and the CoC of the Corporate Debtor, have made their best efforts to find a suitable Resolution initiate Liquidation in respect of Corporate Debtors. with requisite majority as per law and the instant Application is filed Bannanje as a common Liquidator, for consolidated liquidation of the dated 14.06.2021 has further declared that no disciplinary proceedings are as a Liquidator of the Corporate Debtors i.e., M/s. B.T.& F.C. Private Corporate Debtors, who has filed a written consent dated 07.05.2021to act strictly in accordance with law. The CoC has also proposed Shri Shivadutt initiated or pending against him by the IBBI. Hence, he is provisionally Private Limited, U/s 34(1) of the IBC, 2016, by inter alia declaring that he is Limited and M/s. Bangalore Dehydration and Drying Equipment Co. eligible to be appointed as a common Liquidator. Therefore, it is a fit case to not related party of the Corporate Debtor etc. and vide another Affidavit

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In view of the facts and circumstances of the case, the Adjudicating clubbed with C.P.(IB)No.135/BB/2018 with following directions: of the IBC, 2016, disposed of I.A.No.235 of 2021 in C.P.(IB)No.165/BB/2018 Authority, by exercising powers conferred under Section 33(1), 33(2) & 34(1)

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M/s. B.T. & F.C. Private Limited and M/s. Bangalore

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a) It is hereby ordered that the Corporate Debtors, namely, Dehydration and Drying Equipment Co. Private Limited are to be liquidated in the manner as laid down in Chapter III of

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1.A.No.235 of 2021 in C.P.(IB)No.165/BB/2018

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NCLT, BENGALURU BENCH

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Clubbed with

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C.P. (IB)No.135/BB/2018

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Part II of Code, R/w IBBI (Liquidation process) Regulations,

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above Chapter and Regulations and to issue public

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Shri Shivadutt Bannanje is hereby appointed as a common announcement immediately by stating that the said

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Liquidator, subject to the terms and conditions to be agreed IBBI. He is directed to follow due process of law as per Corporate Debtors are in liquidation.

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b) upon by the parties in the light of extant provisions of the

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c) The Liquidator is directed to strictly adhere to the extant framed by the IBBI from time to time and also directed to take expeditious steps to complete the liquidation process in provisions of the Code and the Rules made thereunder the light of various orders.

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d) He is further directed to take steps for early dissolution of

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Corporate Debtors, in terms of Rule 14 of IBBI (Liquidation Process) Regulations;

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e) The Registry is directed to communicate a copy of this order to all Parties immediately for information and to take

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necessary action.

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sd MEMBER, TECHNICAL HEMANT KUMAR SARANGI ACTING PRESIDENT BHASKARA PANTULA MOHAN

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In the matter of Bangalore Dehydration and Drying Equipment Co. Private Limited [C.P. (Ib) No.135/BB/2018]

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In the matter of Bangalore Dehydration and Drying Equipment Co. Private Limited [C.P. (Ib) No.135/BB/2018]

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