Allowed

In the matter of Little Bee International Pvt. Ltd. Ia No.343-2022 In Cp (Ib) No.20-Chd-PB-2019

NCLT18 Jan 2023

Case brief

AI extract

What is this about?

The NCLT disposed of an application under Section 54 of the IBC filed by the liquidator for dissolution of the corporate debtor. Finding that liquidation was complete and assets distributed, the court ordered dissolution, directed closure of accounts, and discharged the liquidator.

What did the court decide?

The Corporate Debtor is dissolved; Liquidator's bank account closed; Liquidator discharged from duties; Order forwarded to Registrar of Companies.

In the matter of Little Bee International Pvt. Ltd. Ia… — Insolvency and Bankruptcy | NCLT (2023)

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THE NATIONAL COMPANY LAW TRIBUNAL CHANDIGARH BENCH, CHANDIGARH (through web-based video conferencing platform)

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IA No.343/2022

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In CP (IB) No.20/Chd/PB/2019 (admitted matter)

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Under Section 54(1) of the Insolvency and Bankruptcy Code, 2016 read with Regulation 45(3)(b) of IBBI (Liquidation Process) Regulations, 2016

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In the matter of :

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Bank of India …Petitioner/Financial Creditor Versus M/s Little Bee International Pvt. Ltd. …Corporate Debtor

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And in the matter of: -

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IA No.343/2022

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Mr. Narinder Bhushan Aggarwal, Liquidator of M/s Little Bee International Private Limited with its registered address at 279-A, Rishi Nagar, Back Side Kali Mata Mandir, Civil Lines, Ludhiana-141001 …Applicant/Liquidator

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Judgment delivered on: 18.01.2023

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Coram: HON’BLE MR. HARNAM SINGH THAKUR, MEMBER (JUDICIAL) HON’BLE MR. SUBRATA KUMAR DASH, MEMBER (TECHNICAL)

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Present through Video Conferencing : -

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For the Applicant : Mr. Pulkit Goyal, Advocate

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IA No.343/2022 In CP (IB) No.20/Chd/PB/2019 (admitted matter)

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Per: Harnam Sigh Thakur, Member (Judicial)

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JUDGMENT

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The instant Application under Section 54(1) of Insolvency & Bankruptcy Code, 2016, read with Regulation 45(3)(b) of the Insolvency & Bankruptcy Board of India (Liquidation Process) Regulations, 2016, has been filed by the liquidator for dissolution of corporate debtor i.e. M/s Little Bee International Pvt. Ltd.

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The main Company Petition bearing CP (IB) No.20/Chd/Pb/2019 filed by the Financial Creditor i.e. Bank of India under Section 7 of the Insolvency and Bankruptcy Code, 2016. The same was admitted by this Adjudicating Authority vide order dated 31.05.2019. Vide the same order, Mr. Narinder Bhushan Aggarwal i.e. the applicant was appointed as Interim Resolution Professional.

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It is submitted that the applicant had made a public announcement as per Regulation 6 of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 in two newspapers i.e. Financial Express (English) and Rozana Spokesman (Punjabi) dated 04.06.2019 as the appointment order was received by the IRP on 03.06.2019. Thereafter, the IRP constituted the committee of creditors consisting of two financial creditors namely Bank of India having 69.48% voting share and Oriental Bank of Commerce now Punjab National Bank after amalgamation having 30.52% voting share.

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It is further submitted by the applicant that in the first meeting of the Committee of Creditors (CoC) held on 28.06.2019, the applicant Narinder

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IA No.343/2022 In CP (IB) No.20/Chd/PB/2019 (admitted matter)

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Bhushan Aggarwal was confirmed as Resolution Professional in the matter of corporate debtor i.e. M/s Little Bee International Pvt. Ltd.

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It is averred that during the Corporate Insolvency Resolution Process (CIRP) of the corporate debtor, no resolution applicant came forward and there is no expectation of any resolution plan coming forward. Hence, the CoC unanimously approved the agenda for the liquidation of the corporate debtor. Accordingly, an application bearing CA No. 1215 of 2019 u/s 33 (1) & (2) of IBC, 2016 was filed by the applicant before this Adjudicating Authority for liquidation of the corporate debtor. The said application was allowed by this Adjudicating Authority vide order dated 26.02.2020. During this, the applicant had also filed a Company Appeal (AT) (Insolvency) No.980 of 2020 before the Hon'ble NCLAT, New Delhi being aggrieved of the order dated 26.02.2019 to the extent of remuneration of Liquidator whereby it had directed the remuneration be payable as per Regulation 4(2) and (3) of the Liquidation Process Regulations, 2016 and not under Regulation 39D. The Hon'ble NCLAT, New Delhi disposed of the OA and observed that “the remuneration of liquidator falling within the realm of the Committee of Creditors in terms of Regulation 39D, we find that the impugned order cannot be sustained. The impugned order is accordingly set aside to the Company Appeal (AT) (Insolvency) No. 980 of 2020 D 3 limited extent of remuneration of the liquidator, and it is directed that the governed in accordance with the liquidator's remuneration will be recommended by the Committee of Creditors.”

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IA No.343/2022 In CP (IB) No.20/Chd/PB/2019 (admitted matter)

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After the commencement of the liquidation process, the applicant pursuant to Regulation 12 of Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations, 2016 made Public Announcement on 29.02.2020/ 01.03.2020 for submission of claims outstanding as on Liquidation Commencement date i.e. 26.02.2020. The public announcement was also made on the website of the IBBI on 28.02.2020. The last date for submission of claims with proof was 27.03.2020.

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It is submitted that the two valuers i.e. Er. Tirlochan Singh having Regd No. IBBI/RV/02/2019/11006 and Er. Harbans Singh Sekhon having Regd. No. IBBI/RV/10/2019/12033 duly registered with the IBBI were appointed by the applicant for the valuation of the assets of the corporate debtor on 4th March 2020.

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It is stated by the applicant that while continuing the liquidation process

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the applicant had received the following claims from the stakeholders:

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Sr. No.	Name of the Stakeholder	Amount Claimed in Rs.	Amount Admitted in Rs.
1.	Bank of India	20,78,75,702.39	20,78,75,702.39
2.	Oriental Bank of Commerce (now Punjab National Bank)	8,68,82,721.68	8,68,82,721.68
Total	(A)	29,47,58,424.07	29,47,58,424.07
3.	Employees State Insurance Corporation	7,99,961.00	7,99,961.00
Total	(B)	7,99,961.00	7,99,961.00

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IA No.343/2022 In CP (IB) No.20/Chd/PB/2019 (admitted matter)

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Total (A) + (B) 29,55,58,385.07	29,55,58,385.07

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The M/s Parshotam & Associates who was appointed by the RP during the CIRP to conduct the Transaction and Forensic Audit had submitted its report, on the basis of which the following amount of transactions was identified as Preferential and Fraudulent.

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Type of Transactions	Amount in Lakh Rs.
Preferential Transactions u/s 43	196.94 Lakh
Fraudulent Transactions u/s 66	2478.01 Lakh
Total Avoidable Transactions	2674.95 Lakh

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The applicant Liquidator (the then RP) had filed an application bearing IA No.

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966 of 2020 before this Adjudicating Authority u/s 43, 66 of the IBC, 2016.

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It is submitted that the applicant has sold all the available assets of

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the corporate debtor during the liquidation process. The statement of realization of assets of the corporate debtor is as under:

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Sr. No.	Particulars	Amount in Rs.
1.	Opening Cash	254-00
2.	Receipt on account of sale of Assets including interest of Rs. 4974/- for delayed payments	2,61,974-00
3.	Realization of Fixed Deposit Receipt under Lien of Sales Tax Deptt.	49,782.28

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IA No.343/2022 In CP (IB) No.20/Chd/PB/2019 (admitted matter)

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Realization from	Suspended Directors on	2,33,000-00
account of missing	vehicles as per orders of the
Hon’ble NCLT
	Total	5,45,010.28

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It is contended that the total amount realized in the liquidation process is Rs. 5,45,010.28, which has been adjusted towards the liquidation cost and expenses. The total liquidation cost incurred was Rs. 7,03,567.45. A sum of Rs. 1,60,186.45 is retained for future legal expenses as per the quotation taken from the advocate which includes the legal cost to file the present application for dissolution and further legal expenses on application u/s 43 and 66 of IBC, 2016. Hence, the total liquidation cost is Rs. 8,63,754.00. Out of this cost, Rs. 5,45,010.28 was made from the sale proceeds and the remaining deficient amount of Rs. 3,18,743.65 had been contributed by the financial creditor. The excess amount of Rs. 1,60,186.45 has been kept in a separate private account by the liquidator to meet the expenditure till the dissolution of the corporate debtor and further for meeting legal expenses on application u/s 43 and 66 of IBC, 2016. A copy of the final report dated 29.03.2022 is attached as Annexure A-5. A copy of the Auditor’s Report is attached as Annexure A-6. A copy of Form-H is attached as Annexure A-7.

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It is submitted that all the assets of the Corporate Debtor are sold, and there remains no unsold property, and as such, no unsold property has been distributed to the stakeholders. All the CIRP costs and part of the Liquidation process cost have been recovered.

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IA No.343/2022 In CP (IB) No.20/Chd/PB/2019 (admitted matter)

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Pursuant to the administrative order dated 17.08.2022 of this Adjudicating Authority, the applicant liquidator has filed a compliance affidavit vide diary No. 00544/2 dated 09.09.2022, wherein stating that the statements made in paragraphs 1 to 17 of the present application are true to the applicant’s knowledge and information. It is further submitted that a sum of Rs. 1,60,186.55 is retained for future legal expenses as per the quotation taken from the advocate which includes Legal cost to file the present application for dissolution and for further legal expenses on application bearing IA no.966 of 2020 u/s 43 and 66 of IBC, 2016, which has been kept in a separate private account by liquidator. The liquidator has submitted that the amount that shall remain pending in the below-mentioned account shall be returned back on the dissolution of the Corporate Debtor to its stakeholders who shall pursue the application for PUFE transactions bearing IA no. 966 of 2020. The details of the bank account in which the said amount is contained are as under:

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Name: _ NARINDER BHUSHAN AGGARWAL

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Account No. : 653610110004728

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Bank:_BANK OF INDIA

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Branch:_ SHAHEED UDHAM SINGH NAGAR LUDHIANA

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IFSC: _ BKID0006536

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In the present matter, there are two financial creditors of the corporate debtor who are part of the stakeholders which are the Bank of India & Punjab National Bank (erstwhile Oriental Bank of Commerce), who shall be the ultimate beneficiaries of the proceeds made available from the applications for PUFE transactions bearing IA no. 966 of 2020 in the present matter. The same applications shall be pursued by one of the stakeholders i.e. Bank of

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IA No.343/2022 In CP (IB) No.20/Chd/PB/2019 (admitted matter)

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India after the dissolution of the present corporate debtor. The undertaking from the Stakeholder is attached as Annexure C of the compliance affidavit. 13. It is further submitted that since the Corporate Debtor has been liquidated successfully and the realized amount has been distributed to the stakeholders as per Section 53 of the Code read with Regulation 42 of the Liquidation Regulations, the liquidation proceedings are construed to be concluded, the instant application is being made for dissolution of the Corporate Debtor.

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Heard, Mr Pulkit Goyal, authorised representative for the Liquidator. We have carefully perused the pleadings of the party along with extant provisions of the Code and the Rules made thereunder.

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The present application is filed under Section 54 of the I&B Code. The relevant provisions of Section 54 of the IBC reads as under:-

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“ Section 54 of the IBC

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1. Where the assets of the corporate debtor have been completely liquidated, the liquidator shall make an application to the adjudicating authority for the dissolution of such corporate debtor

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2. The adjudicating authority shall on application filed by the liquidator under Sub-Section (1) order that the corporate debtor shall be dissolved from the date of that order and the corporate debtor shall be dissolved accordingly

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3. A copy of an order under Sub-Section(2) shall within seven days from the date of such order, be forwarded to the authority with which the corporate data is registered.”

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The above facts and circumstances of the case have established that due process of Liquidation, as per extant provisions, was followed by the Liquidator to liquidate the assets of the 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 the Code, and thus it would be just and proper for the Adjudicating Authority to

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IA No.343/2022 In CP (IB) No.20/Chd/PB/2019 (admitted matter)

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dissolve the Company. No party is going to be affected by dissolving the company.

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In the result, by exercising powers conferred on the Adjudicating Authority, under Section 54(2) of the Code, the Interim Application bearing IA No.343/2022 in CP (IB) No.20/Chd/Pb/2019 is disposed of with the following directions:

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(i) M/s Little Bee International Private Limited, the Corporate Debtor, is hereby dissolved with immediate effect;

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(ii) The Liquidator is permitted to close the Liquidation Bank Account after the payment of the pending amount, if any, held in the liquidation account within three weeks from the date of receipt of a copy of this order.

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(iii) The Registry is directed to forward a copy of this order to the Registrar of Companies, Punjab and Chandigarh within a period of two weeks from today;

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(iv) The Liquidator is directed to maintain the above said private account for meeting the legal expenses on application under section 43 and 66 of the Code, 2016 and to pursue the same.

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(v) The Liquidator is also directed to forward copies of this order to all other statutory authorities connected with the affairs of the Company.

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(vi) The Liquidator, Shri Narinder Bhushan Aggarwal, is discharged from his duties and responsibilities as the liquidator of the corporate debtor company.

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