In the matter of Aelis Enterprise Learning And Implementation Solutions Private Limited

INTHE NATIONAL COMPANY LAW TRIBUNAL KOLKATABENCH (Court -II) KOLKATA IA(IBC)/1062(KB)2022 in CP(IB)/154(KB)2019 Under section 33(2) of theInsolvency & Bankruptcy Code, 2016 Inthematter of: BhuwalkaMercantileLLP, (LLPIN–AAI-9814) ….OperationalCreditor Versus M/s.Aelis EnterpriseLearning And Implementation Solutions PrivateLimited (U74999WB2009PTC216105) ....Corporate Debtor And Inthematter of: Smt.Rashmi Chhawchharia, ResolutionProfessional of M/s.Aelis Enterprise Learning And Implementation SolutionsPrivate Limited …Applicant Order reserved on:09/10/2023 Orderpronounced on: 20/11/2023 Coram: Smt. Bidisha Banerjee : Member (Judicial) ShriArvind Devanathan : Member (Technical)

Appearances (through hybrid mode): For RP : Mr. Rahul Parasrampuria, PCS Ms.Rashmi Chhawchharia, RPin person For theapplicant : Mr. S.Ghosh, Adv. In IA(IBC)/912(KB)2023 : Mr. RohitKeshri, Adv. Mr. Raju Mukherjee, PCS For R-1 : Mr. P.K. Tripathi, Adv. Mr. Udit Agarwal, Adv. Mr. K. Bose, R-1 in person

INTHENATIONALCOMPANYLAWTRIBUNAL KOLKATABENCH(CourtII) IA(IBC)/1062(KB)2022 in CP(IB)/154(KB)2019

O RDE R Per:Arvind Devanathan, Member (Technical) 1. ThisAdjudicating Authority convened through hybrid mode.

2. IA(IBC)/1062(KB)2022 is an application filed under section 33(2) of the Insolvency and Bankruptcy Code, 2016 (“IBC”) by the Resolution Professional (“RP”) of Aelis Enterprise Learning and Implementation Solutions Private Limited, the Corporate Debtor, praying for order for initiation of liquidation process of the Corporate Debtor. This application is supported by an affidavit1 dulyaffirmed bySmt. Rashmi Chhawchharia, theRP.

3. This Adjudicating authority, on a petition filed u/s. 9 of the IBC read with rule 6 of the Insolvency and Bankruptcy (Application to Adjudicating Authority) Rules, 2016 by Bhuwalka Mercantile LLP, the Operational Creditor, vide order2 dated 21/03/2022 in CP(IB)/154(KB)2019, had ordered initiation of Corporate Insolvency Resolution Process (“CIRP”) against Aelis Enterprise Learning and Implementation Solutions Private Limited, the Corporate Debtor appointing Smt. Rashmi Chhawchharia as the Interim Resolution Professional (“IRP”). The said order was duly communicated totheIRP bytheRegistry.

4. In terms of regulation 6(1) of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016, (“CIRP Regulations”) Public Announcements3 in Form A was published on 23/03/2022 in “Financial Express” (English) and “Dainik Statesman” (Bengali) inviting claims from the creditors.

5. In response to public announcement, claims were received from creditors and Committee of Creditors4 (“CoC”) was duly formed on 12/04/2022 comprising of 1Atpages19to22oftheapplication 2AnnexureAatpages12to19oftheSupplementaryAffidavitaffirmedon22/08/2023 3AnnexureCatpages23and24oftheSupplementaryAffidavitaffirmedon22/08/2023 4 AnnexureJatpages62to64oftheSupplementaryAffidavitaffirmedon22/08/2023

INTHENATIONALCOMPANYLAWTRIBUNAL KOLKATABENCH(CourtII) IA(IBC)/1062(KB)2022 in CP(IB)/154(KB)2019 National Skill Development Corporation, the sole Financial Creditor, in accordance with provisions of the IBC. A report5 on the constitution of the CoC was filed before this Adjudicating Authority on 12/04/2022. 1st meeting of the CoC was held on 18/04/2022. At the said 1st meeting of the CoC, appointment of IRP was confirmed as RP6. During the CIRP period of the Corporate Debtor, IRP/RP had held eleven CoC meetings on 18/04/2022, 27/04/2022, 18/05/2022 & 20/05/2022, 01/06/2022, 23/06/2022, 15/07/2022, 28/07/2022, 12/08/2022, 08/9/2022,13/09/2022 and 15/09/2022 respectively7.

6. The applicant has filed six progress reports on 07/05/2022, 20/06/2022, 20/07/2022,23/08/2022, 14/11/2022 and 03/03/2023respectively/8

7. In terms of regulation 36A(1) of the “CIRP Regulations Form G was published on04/06/2022 and 24/06/2022 respectively in “Business Standard” (English) and “Dainik Statesman” (Bengali) inviting Expression of Interest (“EoI”) from prospective resolution applicants (“PRAs”).

8. In response to publication of Form G as above only one resolution plan was received from one of the PRA, AVI Polymers Limited, on 07/09/20229. However, the CoC at its 11th meeting held on 15/09/2022 has not approved the Resolution Planof AVI Polymers Limited with 100%voting share forthe reasons that - (a) the Resolution Applicant of the proposed resolution plan doesn’t have a prior experience of running/managing a skill institute/industry. Theexperience inthe skillingis lacking;

(b) the CoC was of the opinion that NSDC partnership can be shared onlywithcompanies who haveexperience intheskill sector;

5 AnnexureKatpages65to70oftheSupplementaryAffidavitaffirmedon22/08/2023 6 AnnexureLatpages71to82oftheSupplementaryAffidavitaffirmedon22/08/2023 7 Avermentsinparagraph4atpages10and11oftheapplication 8 Avermentsinparagraph3atpage4oftheSupplementaryAffidavitaffirmedon22/08/2023 9Avermentsinparagraph6atpage11oftheapplication

INTHENATIONALCOMPANYLAWTRIBUNAL KOLKATABENCH(CourtII) IA(IBC)/1062(KB)2022 in CP(IB)/154(KB)2019 and decided to proceed with liquidation of theCorporate Debtor.10The resolution passed bythe CoCat its 11thmeeting isreproduced below: - “RESOLVED THAT the CoC has decided to proceed for the liquidation proceedings against the Corporate Debtor and have empowered the RP to take necessary steps including the filing of the application before the Hon’ble NCLT since the Resolution Plan submitted by the only Resolution Applicant being AVI Polymers Limited have not been approved.” A copy of the minutes of the 11th meeting of the CoC forms Annexure ‘A’, which is placed at pages 23to 28oftheapplication. 9. In compliance of the order dated 23/12/2022 in IA(IBC)/1062(KB)2022, the RP has filed a supplementary affidavit affirmed on 15/02/2023 stating that the Corporate Debtor has enough balance to the tune of approx.. Rs.55 Lakhs in CIRP BankAccount totake careof theLiquidation Cost11.

10. The applicant has filed another Supplementary Affidavit affirmed on 22/08/2023 in compliance of our order ‘For Clarification’ dated 18/08/2023 annexing the 1st and 3rdProgress Reports respectively.

11. The RP has submitted her written communication dated 16/09/2022 along with her AFA toact as the Liquidator of the Corporate Debtor which forms Annexure ‘B’,placed at pages 29and30of theapplication.

12. It is to be noted here that the CIRP period has already ended on 16/09/2022 and noextensionhas been sought bytheRP.

13. 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

10 Avermentsinparagraph10atpages13and14oftheapplication 11 Avermentsinpara3(i)oftheSupplementaryAffidavitaffirmedon15/02/2023

INTHENATIONALCOMPANYLAWTRIBUNAL KOLKATABENCH(CourtII) IA(IBC)/1062(KB)2022 in CP(IB)/154(KB)2019 Authority the decision of the Committee of Creditors approved by not less than 66%ofthe votingshare toliquidatetheCorporate Debtor.

14. A conjoint reading of these two provisions leaves this Adjudicating Authority withnoother option butto order liquidationof theCorporate Debtor.

15. ThisBench, therefore, hereby orders as follows: - a. IA(IBC)/1062(KB)2022 filed by Smt. Rashmi Chhawchharia, RP of Aelis Enterprise Learning and Implementation Solutions Private Limited, the Corporate Debtor, is allowed. Consequently, the Corporate Debtor is ordered to be liquidated in terms of section 33(2) of the Code read with sub-section (1) thereof;

b. Though the RP has given her consent to act as the Liquidator of the Corporate Debtor but in view of direction of the IBBI vide Circular no. Liq- 12011/214/2023-IBBI/840 dated 18/07/2023 for appointment of Liquidator other than IRP/RP under section 34(4)(b) of the Code, we are appointing Mr. Udit Agarwal (Reg. No. IBBI/IPA-001/IP-P-02799/2023-2024/14290) having e-mail i.d. uditagarwal15@gmail.com mobile no. 9681337160 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 to submit his consent to act as Liquidator within 10 days of receipt of this order. The erstwhile RP shall handover all papers and documents in her 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.

INTHENATIONALCOMPANYLAWTRIBUNAL KOLKATABENCH(CourtII) IA(IBC)/1062(KB)2022 in CP(IB)/154(KB)2019 d. Public Notice shall be issued in the same newspapers in which advertisements were issued earlier, i.e., in “Financial Express” (English) and “Dainik Statesman” (Bengali) stating that the Corporate 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 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.

16. The application bearing IA(IBC)/1062(KB)2022 shall stand disposed of in accordance withtheabove directions.

17. CP(IB)/154(KB)2019 is to come up for filing of Periodical Progress Report on 11/12/2023.

INTHENATIONALCOMPANYLAWTRIBUNAL KOLKATABENCH(CourtII) IA(IBC)/1062(KB)2022 in CP(IB)/154(KB)2019 18. 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.

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

ArvindDevanathan Bidisha Banerjee Member(Technical) Member (Judicial)

Signed onthis, the20th day ofNovember, 2023.

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