In the matter of Aawrun Furnishings Man-Tra Private Limited

INTHE NATIONAL COMPANY LAW TRIBUNAL KOLKATABENCH (Court -II) KOLKATA IA(IBC)/973(KB)2021 in CP(IB)/644(KB)2019 Under section 33(2) of theInsolvency & Bankruptcy Code, 2016 Inthematter of: Indiabulls Consumer FinanceLimited (Formerly IVL FinanceLimited) ….Financial Creditor Versus Aawrun Furnishing Man-Tra PrivateLimited (U17299WB2005PTC103259) ....Corporate Debtor And Inthematter of: Mr. Shashi Agarwal, Interim ResolutionProfessional ofAawrun Furnishing Man-Tra PrivateLimited …Applicant

Order reserved on:28/07/2023 Orderpronounced on: 18/08/2023 Coram: Smt. Bidisha Banerjee : Member (Judicial) ShriBalrajJoshi : Member (Technical)

Appearances (through hybrid mode): For RP : Mr. Kuldip Mallik,Adv. Mr. Arun Kumar Mishra, Adv. Mr. Shashi Agarwal, IRP inperson O RDE R Per:Bidisha Banerjee, Member (Judicial) 1. ThisAdjudicating Authority convened through hybrid mode.

INTHENATIONALCOMPANYLAWTRIBUNAL KOLKATABENCH(CourtII) IA(IBC)/973(KB)2021 inCP(IB)/644(KB)2019

2. IA(IBC)/973(KB)2021 is an application filed under section 33(2) of the Insolvency and Bankruptcy Code, 2016 (in short “IBC”) by the Interim Resolution Professional (“IRP”) of Aawrun Furnishing Man-Tra Private Limited, the Corporate Debtor, praying for liquidation of the Corporate Debtor. This application is supported by an affidavit1 duly affirmed by Mr. Shashi Agarwal, theIRP. 3. This Adjudicating authority, on a petition filed u/s. 7 of the Insolvency and Bankruptcy Code, 2016 read with rule 4 of the Insolvency and Bankruptcy (Application to Adjudicating Authority) Rules, 2016 by Indiabulls Consumer Finance Limited (Formerly IVL Finance Limited), the Financial Creditor, vide order2 dated 21/10/2019 in CP(IB)/644(KB)2019, had ordered initiation of Corporate Insolvency Resolution Process (“CIRP”) against Aawrun Furnishing Man-Tra Private Limited, the Corporate Debtor. Mr. Shashi Agarwal was appointed as the Interim Resolution Professional (“IRP”). The said order was dulycommunicated to theIRP bytheRegistry. 4. In terms of regulation 6 of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 (“CIRP Regulations”), Public Announcements3 in Form A was published in “Financial Express” (English) and “Aajkal” (Bengali) on 24/10/2019 inviting claims from the creditors. CoC was duly formed comprising of Financial Creditors only. 5. It is stated in the application that subsequent to public announcement, the IRP, applicant visited the Registered Office of the Corporate Debtor situated at 7B & C, Tiljala Road, 2nd Floor, Kolkata 700046. Books of account, statutory records likefixed assets register, minutes, etc. were not available at the Registered Office. The accounts of the Corporate Debtor were audited up to 31/03/2018 and for subsequent periods accounts were never audited and statutory records are not

1Atpages23and24oftheapplication 2AnnexureAatpages25to29oftheapplication 3AnnexureBatpages30to31oftheapplication

INTHENATIONALCOMPANYLAWTRIBUNAL KOLKATABENCH(CourtII) IA(IBC)/973(KB)2021 inCP(IB)/644(KB)2019 available at the Registered Office. List of immovable assets were prepared based on the documents made available to the IRP. Two valuers were appointed for valuation of each class of assets, who have submitted their reports. Security Personnel were deployed at the Factory, Shop Outlets and theGodownsituated at 7B &C, TiljalaRoad,Kolkata 700046. 6. In terms of regulation 36(1) of the CIRP Regulations, Form G4 was published one in English and one in Bengali newspapers inviting Expression of Interest (“EoI”) on 27/01/2020 from prospective resolution applicants (“PRAs”). In response noEoIwas received from anyone. 7. An application u/s. 19(2) of the IBC being IA(IB) No. 771/KB/2020 was filed against the suspended members of the Board of Directors of the Corporate Debtor for non-cooperation seeking necessary direction to immediately give access to the books of accounts and other statutory records of the Corporate Debtor as well as to provide all the information as sought for. Vide order5 dated 21/10/2020, the said application was disposed of directing “the respondents to handover all the assets pertaining to the Corporate Debtor along with all necessary documents and books of account to the RP within 7 days from today, without fail, so that the RP could complete the CIRP Process as per the Code andRegulations”. 8. Vide order6 dated 18/02/2021 in IA/105(KB)2021, this Adjudicating Authority had excluded the period from 23/03/2020 to 18/02/2021 on account of lockdown due to COVID-19 pandemic and allowed extension of 90 days from 19/02/2021, thereby theCIRP period would cometo anend on19/05/2021. 9. It is stated in the application that the applicant had called 13th CoC meeting on 26/08/2021, members at the time of discussion for status/steps taken, proposed and discussed for Liquidation of the Corporate Debtor. As all members were not present it was discussed that the resolution proposed for liquidation of the said

4 AnnexureCatpages32to33oftheapplication 5 AnnexureDatpage34oftheapplication 6 AnnexureEatpages35to36oftheapplication

INTHENATIONALCOMPANYLAWTRIBUNAL KOLKATABENCH(CourtII) IA(IBC)/973(KB)2021 inCP(IB)/644(KB)2019 corporate debtor including remuneration and expenses, be put for e-vote. A copy of the minutes of the 13th CoC meeting dated 26/08/2021 forms Annexure ‘F’7. As per discussion at the 13th CoC meeting, e-voting facility was provided to the members of the CoC to exercise their right to vote on resolutions through e-voting and the following resolution was approved by 100% (equivalent to 83.86%ofCoC voting)8: “RESOLVED THAT consent of the committee of creditors be & is hereby accorded to Liquidate Aawrun Furnishings Man-Tra Private Limited (Corporate Debtor) u/s.33(2) and other applicable provisions of IBC read with Relevant Rules and Regulation, not as a going concern, as the company isnot carrying anybusiness activityat present.” Copy ofe-voting results forms Annexure ‘G’9. 10. IRP has submitted an affidavit affirmed on29/03/2022 stating10as follows:- “I say that CoC approved my name as a Liquidator. But due to unavoidable circumstances I am not interested in accepting any new assignment. Accordingly, any other Insolvency Professional may be appointed as Liquidator by this Hon’ble Tribunal as deem fit and proper.” 11. In compliance of the order dated 31/03/2022, the IRP has submitted a supplementary affidavit affirmed on 25/04/2022 stating that the CoC at its 14th adjourned meeting held on18/04/2022 has passed thefollowingresolution : “RESOLVED that the Hon’nle NCLT, Kolkata Bench may appoint any InsolvencyProfessional as aLiquidator as deem fitandproper.” Copy oftheminutes ofthe14thCoC meeting forms Annexure‘C’11. 12. IRP has filed another supplementary affidavit affirmed on 08/08/2022 enclosing 7 Atpages37to41oftheapplication 8 Paragraph15atpages17and18oftheapplication 9 Atpages42to49oftheapplication 10 Paragraph3atpage2oftheSAaffirmedon29/03/2022 11 Atpages23to30oftheSAaffirmedon25/04/2022

INTHENATIONALCOMPANYLAWTRIBUNAL KOLKATABENCH(CourtII) IA(IBC)/973(KB)2021 inCP(IB)/644(KB)2019 minutes12 of the adjourned 15th CoC meeting held on 15/07/2022 along with voting results wherein the approval of the CoC has been accorded with 67.61% to appoint Mr. Arun Kumar Gupta, as Liquidator of the Corporate Debtor. By a supplementary affirmed by the IRP on 11/08/2022 submitted the written consent13 given byMr. Arun KumarGupta. 13. As per the order of this Adjudicating Authority dated 27/12/2022, IRP in compliance of the said order has filed a supplementary affidavit affirmed on 09/01/2023 disclosing the voting percentage of all the CoC members regarding appointment of Mr. Arun Kumar Gupta as Liquidator and approval of CIRP cost in addition to earlier approved CIRP cost. However, having been not satisfied with the said supplementary affidavit affirmed on 09/01/2023, vide order dated 11/01/2023, this Adjudicating Authority directed the IRP to furnish fresh chart byway ofan affidavit clearly showing voting percentage of all the CoCmembers. 14. In compliance of the said order dated 11/01/2023, the IRP has submitted supplementary affidavit affirmed on 18/02/2023 clearly showing voting percentage of each of the CoC members. The matter came up for consideration on22/02/2023and after hearing IA(IBC)/973(KB)2021 was reserved for order. 15. Vide order dated 16/05/2023, this Adjudicating Authority has directed the IRP to clalrify how the CoC on 26/08/2021 could be requested to consider the matter without seeking further enlargement of timewhen the 270days’ CIRP period had ended on19/05/2021. 16. In compliance ofthe aforesaid order, theIRP has filed an affirmed on31/05/2023 annexing the minutes of the 10th reconvening adjourned CoC meeting on 18/01/2021 along with 12th meeting of the CoC held on 12/04/2021 which form Annexure“A”14and Annexure“B”15respectively. 17. The IA came up for hearing on 16/06/2023, when after hearing the following

12 AnnexureCatpages26to40oftheSAaffirmedon08/08/2022 13 AnnexureAatpages3and4oftheSAaffirmedon11/08/2022 14 Atpages7to15oftheSAaffirmedon31/05/2023 15 Atpages16to22oftheSAaffirmedon31/05/2023

INTHENATIONALCOMPANYLAWTRIBUNAL KOLKATABENCH(CourtII) IA(IBC)/973(KB)2021 inCP(IB)/644(KB)2019 order was passed: - “We have gone through the Supplementary Affidavit filed in response to our order dated 16/05/2023 and are not satisfied with the submissions made in the Supplementary Affidavit on the point “how the CoC on 26/08/2021 could be asked to consider the matter further without seeking further enlargement of time when the period had ended on 19/05/2021”. 18. In compliance of the aforesaid order the IRP has filed an affidavit affirmed on 06/07/2023 explaining the matter and annexing the minutes of the 11th and 12th CoC meetings held on 10/02/2021 and 12/04/2021 being Annexure B16 and AnnexureC17totheaffidavit. 19. It is to be noted here that the 270 days CIRP period after taking into exclusion and extensionhas already ended on19/05/2021. 20. It appears that in this case the CoC has neither confirmed the appointment of IRP as RP nor applied to this Adjudicating Authority for appointment of another Insolvency Professional as RP to conduct the CIRP. It is apparent from the minutes of the CoC that CoC are not at all serious in taking decisions appropriately. Be that as it may, the fact is that there was no resolution plan in hand and theCIRP period has ended on19/05/2021. 21. Section 33(1)(a) of the Code mandates that the Adjudicating Authority shall pass an order of liquidation where no resolution plan is received before the expiry of the CIRP. Sub-section (2) thereof requires the Adjudicating Authority to pass the liquidation order where the Resolution Professional intimates to the Adjudicating Authority the decision of the Committee of Creditors approved by not less than 66%ofthe votingshare toliquidatetheCorporate Debtor. 22. A conjoint reading of these two provisions leaves this Adjudicating Authority withnoother option butto order liquidationof theCorporate Debtor.

16 Atpages7to11oftheSAaffirmedon06/07/2023 17 Atpages12to15oftheSAaffirmedon06/07/2023

INTHENATIONALCOMPANYLAWTRIBUNAL KOLKATABENCH(CourtII) IA(IBC)/973(KB)2021 inCP(IB)/644(KB)2019

23. ThisBench, therefore, hereby orders as follows: - a. IA(IBC)/973(KB)2021 filed by Mr. Shashi Agarwal, RP of Aawrun Furnishing Man-Tra Private Limited, the Corporate Debtor, is allowed. Consequently, the Corporate Debtor is ordered to be liquidated in terms of section33(2) ofthe Coderead with sub-section (1)thereof;

b. Though Mr. Arun Kumar Gupta has given his consent to act as the Liquidator of the Corporate Debtor but in view of direction of the IBBI Circular dated 18/07/2023 vide no. Liq-12011/214/2023-IBBI/840 for appointment of Liquidator other than IRP/RP under section 34(4)(b) of the Code we are appointing Mr. Umesh Poddar (Reg. No. IBBI/IPA-001/IP-P01912/2019- 2020/12962) having e-mail i.d. capoddarumesh@gmail.com mobile no. 9874444660 as Liquidator as provided under section 34(1) of the Code, subject, however, to his possessing a valid Auithorisation for Assignment (AFA) issued by the Insolvency Professional Agency (IPA) of which he is a professional member, in terms of regulation 7A of the Insolvency and Bankruptcy Board of India (Insolvency Professionals) Regulations, 2019. The Liquidator is directed tosubmit his consent to act as Liquidator within 10days of receipt of this order. The erstwhile IRP shall handover all papers and documents in his possession concerning the Corporate Debtor to the Liquidator appointed in this matter within10days.

c. The Liquidator shall initiate liquidation process as envisaged under Chapter-III of the Code and the Insolvency & Bankruptcy Board of India (Liquidation Process) Regulations, 2016.

d. Public Notice shall be issued in the same newspapers in which advertisements were issued earlier, i.e., in “Financial Express” (English) and “Aajkal”(Bengali) statingthat theCorporate Debtor is inliquidation.

e. All the powers of the Board of Directors, and of key managerial persons, shall cease to exist in accordance with section 34(2) of the Code. All these INTHENATIONALCOMPANYLAWTRIBUNAL KOLKATABENCH(CourtII) IA(IBC)/973(KB)2021 inCP(IB)/644(KB)2019 powers shall henceforth vest inthe Liquidator.

f. The personnel of the Corporate Debtor are directed to extend all assistance and co-operation to the Liquidator as required by him in managing theliquidation process oftheCorporate Debtor.

g. On initiation of the liquidation process but subject to section 52 of the Code, no suit or other legal proceeding shall be instituted by or against the Corporate Debtor save and except the liberty to the liquidator to institute suit or other legal proceeding on behalf of the Corporate Debtor with prior approval of this Adjudicating Authority, as provided in section 33(5) of the Code read with itsproviso.

h. In accordance with section 33(7) of the Code, this liquidation order shall be deemed to be a notice of discharge to the officers, employees and workmen of the Corporate Debtor except to the extent of the business of the Corporate Debtorcontinued during the liquidation process bytheLiquidator.

i. In terms of section 33(1)(b)(iii), the Liquidator shall file a copy of this Order with the Registrar of Companies, West Bengal, within whose jurisdiction the Corporate Debtor is registered. Additionally, the Registry shall alsoforward acopy ofthisOrder to theRegistrar ofCompanies, West Bengal.

24. The application bearing IA(IBC)/973(KB)2021 shall stand disposed of in accordance withtheabove directions.

25. CP(IB)/644(KB)2019 is to come up for filing of Periodical Progress Report on 16/10/2023.

26. The Registry is directed to send e-mail copies of the order forthwith to all the parties and theirLd.Counsel for information and fortaking necessary steps.

27. Certified Copy of this order may be issued, if applied for, upon compliance of all requisiteformalities.

INTHENATIONALCOMPANYLAWTRIBUNAL KOLKATABENCH(CourtII) IA(IBC)/973(KB)2021 inCP(IB)/644(KB)2019

BalrajJoshi Bidisha Banerjee Member(Technical) Member (Judicial)

Signed onthis, the18thday of August, 2023.

hb.