In the matter of Best Bazaar Retail LLP

2. IA(IBC)/51(KB)2023 is an application filed under section 33(2) of the Insolvency and Bankruptcy Code, 2016 (in short “IBC”) by the Resolution Professional (“RP”) of Best Bazaar Retail LLP, the Corporate Debtor, praying for liquidation of the Corporate Debtor. This application is supported by an affidavit1dulyaffirmed byMs. Sarika Jain, theRP.

3. This Adjudicating authority, on a petition filed u/s. 9 of the Insolvency and Bankruptcy Code, 2016 read with rule 6 of the Insolvency and Bankruptcy (Application to Adjudicating Authority) Rules, 2016 by J D (India) Corporation, the Operational Creditor vide order2 dated 06/09/2022 in CP(IB)/1698(KB)2019, had ordered initiation of CIRP against Best Bazaar Retail LLP, the Corporate Debtor. Ms. Sarika Jain was appointed as the Interim Resolution Professional (“IRP”). The said order was dulycommunicated to theIRP bythe Registry.

4. In terms of section 15 of the IBC, Public Announcements3 in Form A was published in “Financial Express” (English) and “Ekdin” (Bengali) on 08/09/2022 invitingclaims from thecreditors, stipulating last date ofsubmissionof claims on 20/09/2022.

5. It is stated in the application by the applicant that as per provisions of section 18(1)(c) of the IBC 2016 2016, a Committee of Creditors4 (in short, “CoC”) was 1Atpages23to24oftheapplication 2Annexure“A”atpages25to29oftheapplication 3Annexure“C”atpages35to59oftheminutesofthe1stCoCMeetingdated06/10/2022 4 Annexure“B”atpages30to34oftheapplication

INTHENATIONALCOMPANYLAWTRIBUNAL KOLKATABENCH(CourtII) IA(IBC)51/KB/2023 inCP(IB)/1698(KB)2019 duly constituted on 29/09/2022 (Ref. Form H – Annexure J) and the 1st meeting of the CoC was held on 06/10/2022. At the said 1st CoC meeting held on 06/10/2022, the IRP was appointed as Resolution Professional (“RP”). 2nd CoC meeting5 was held on 02/11/2022 and 03/11/2022 wherein various aspects were discussed in detail and the CoCwith 100%voting shares approved thefollowing:

(a) Publication ofForm GinvitingExpression ofInterest; (b) Appointmentof transaction auditors; (c) Appointment of professionals for the preparation of the books after 01/04/2019;and (d) Finalisation of the Evaluation Matrix and Request for Resolution Plan (RFRP)forrevival ofthe CorporateDebtor. 6. In terms of regulation 36A(1) of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 Form G6 inviting Expression of Interest (“EoI”) was published in “Business Standard” (English) and “Ekdin” (Bengali) on 05/11/2022, stipulating last date of receipt of Expression of Interest (“EoI”) as 20/11/2022.

7. At the 3rd CoC meeting7 held on 21/11/2022, the RP has informed the CoC members that till the last date of submission of EoI, RP has not received any EoI from any prospective resolution applicant and sought the view of the CoC Members whether to publish the Form G again. After deliberation, the CoC members requested theRPto defer thematter fornextCoC meeting.

8. At the 4th CoC meeting8 held on 08/12/2022, the RP has apprised the CoC Members that no provisional list of prospective resolution applicant (“PRA”) could be prepared dueto non-receipt of any EoI. After duedeliberations, theCoC Members were of the view that since no assets have been handed over by the 5 Annexure“D”atpages60to73oftheapplication 6 Annexure“E”atpages74and75oftheapplication 7 Annexure“F”atpages76to85oftheapplication 8 Annexure“H”atpages95to101oftheapplication

INTHENATIONALCOMPANYLAWTRIBUNAL KOLKATABENCH(CourtII) IA(IBC)51/KB/2023 inCP(IB)/1698(KB)2019 erstwhile designated partner and non-receipt of any EoI, it would be better to go forliquidation oftheCorporate Debtor.

9. At the 5th CoC meeting9 held on 19/12/2022, the CoC with 100% voting share has decided for liquidation of the Corporate Debtor under section 33(2) of the Codeand passed thefollowing Resolutions:- “RESOLVED THAT Liquidation process be commenced against “Best Bazaar Retail LLP as no Resolution Plan has been received by the ResolutionProfessional.”

“RESOLVED FURTHER THAT, Ms. Sarika Jain being the Resolution Professional in this matter is hereby authorised and instructed to file an Liquidation application with the National Company Law Tribunal, Kolkata Bench under Section 33(2) of the Insolvency and Bankruptcy Code, 2016 praying for commencement of the Liquidation process againstBest Bazaar LLPat therequest of theCOCMembers.”

10. In compliance of regulation 39(4) of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016, Form H10 has been duly submitted by the RP.

11. RP has altogether held five CoC meetings and submitted two Progress Report to thisAdjudicating Authority so far.

12. The applicant, Mr. Sarikia Jain, RP has expressed her unwillingness11 to act as the Liquidator of the Corporate Debtor praying for direction upon the CoC to pay theCIRP costs.

13. In the meantime, the 180 days CIRP period has ended on 04/03/2023 and no application for extensionofthe CIRP period has been filed.

9 Annexure“I”atpages102to114oftheapplication 10 Annexure“J”atpages115to126oftheapplication 11 Para27atpage21oftheapplication

INTHENATIONALCOMPANYLAWTRIBUNAL KOLKATABENCH(CourtII) IA(IBC)51/KB/2023 inCP(IB)/1698(KB)2019

14. 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.

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

16. ThisBench, therefore, hereby orders as follows: - a. IA(IBC)/51(KB)2023 filed by Ms. Sarika Jain, RP of Best Bazaar Retail LLP, the Corporate Debtor, is allowed. Consequently, the Corporate Debtor is ordered to be liquidated in terms of section 33(2) of the Code read withsub-section (1) thereof;

b. Mr. Vasudeo Agarwal [Reg. No. IBBI/IPA-001/IP-P00186/2017- 18/10365 having e-mail i.d. vdainfo@gmail.com, telephone no. 9830078378 is hereby appointed as Liquidator as provided under section 34(1) of the Code, subject, however, to his possessing a valid Authorisation 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. Mr. Vasudep Agarwal is hereby directed to submit his consent within seven days ofintimation ofhis appointmentas Liquidatorofthe Corporate Debtor.

c. Ms. Sarika Jain, RP is hereby directed to hand over all documents concerning the Corporate Debtor in her possession to Mr.Vasudeo, Liquidator, withinseven days from thedate ofthis order, subject to hisfiiling avalid AFA.

d. The Liquidator shall initiate liquidation process as envisaged under

INTHENATIONALCOMPANYLAWTRIBUNAL KOLKATABENCH(CourtII) IA(IBC)51/KB/2023 inCP(IB)/1698(KB)2019

Chapter-III of the Code and the Insolvency & Bankruptcy Board of India (Liquidation Process) Regulations, 2016.

e. Public Notice shall be issued in the same newspapers in which advertisements were issued earlier, i.e., in “Business Standard” (English) and “Ekdin”(Bengali) stating that theCorporateDebtor is in liquidation.

f. 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.

g. 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.

h. 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.

i. 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.

j. 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.

17. The application bearing IA(IBC)/51(KB)2023 shall stand disposed of in INTHENATIONALCOMPANYLAWTRIBUNAL KOLKATABENCH(CourtII) IA(IBC)51/KB/2023 inCP(IB)/1698(KB)2019 accordance withtheabove directions.

18. CP(IB)/1698(KB)2019 is to come up for filing of Periodical Progress Report on 3/07/2023.

19. 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.

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

BalrajJoshi Bidisha Banerjee Member(Technical) Member (Judicial)

Signed on this, the17thday ofApril, 2023.

hb.