In the matter of Comex Infratech Pvt. Ltd

IN THE NATIONAL COMPANY LAW TRIBUNAL PRINCIPAL BENCH, NEW DELHI IA (I.B.C)/Dis./2(PB)2026 IN Company Petition No. (IB) - 472(PB)/2024 (Under Section 54 & 60(5) of the Insolvency and Bankruptcy Code, 2016, read with Regulation 14 of the Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations, 2016 and Rule 11 of the National Company Law Tribunal Rules, 2016)

IN THE MATTER OFCP (IB) - 472(PB)/2024: Comex Infratech Pvt. Ltd. … Petitioner

AND IN THE MATTER OF IA (I.B.C)/(Dis.) 2 (PB)2026: Anshul Sharma …. Resolution Professional

ORDER PRONOUNCED ON: 11.06.2026 CORAM: SHRI BACHU VENKAT BALARAM DAS HON’BLE MEMBER (JUDICIAL) SHRI RAVINDRA CHATURVEDI HON’BLE MEMBER (TECHNICAL)

APPEARANCES:

For the Liquidator : Mr. Abhindra Maheshwari, Mr. Sivam Gupta, Advs., Ms. Anshul Sharma, RP

IA (I.B.C)/6334 (PB)2025 & IA (I.B.C)/Dis./2(PB)2026 in CP No. (IB) – 472(PB)/2024

IA (I.B.C)/Dis./2(PB)2026 1. This is an application for dissolution of M/s Comex Infratech Pvt. Ltd. (Corporate Debtor/CD) filed by the Resolution Professional, Mr Anshul Sharma, under Sections 54 & 60(5) of the Insolvency and Bankruptcy Code, 2016 (IBC / Code) read with Regulation 14 of the Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations, 2016 (Liquidation Process Regulations) and Rule 11 of the National Company Law Tribunal Rules, 2016 (NCLT Rules). The prayers sought in the Application are as follows: “i. To pass an order to dissolve the Corporate Debtor under section 54 of IBC, 2016 without going into liquidation process; ii. Direct the ROC to record dissolution of CD; iii. To discharge the RP from the CIRP process and any proceedings related to Corporate Debtor after necessary compliances with ROC and intimation to IBBI and· iv. Pass any such further orders as may be fit and proper considering the facts and circumstances of the matter.” Brief facts of the case as stated in the application: 2. A petition was filed by M/s Comex Infratech Pvt. Ltd. (Corporate Debtor) to initiate Corporate Insolvency Resolution Process (CIRP) against itself under Section 10 of the Code read along with Rule 7 of the Insolvency and Bankruptcy (Application to Adjudicating Authority) Rules 2016. This Adjudicating Authority vide order dated 03.07.2025 (Admission Order) was pleased to admit the application and a moratorium was declared. Mr. Anshul Sharma was appointed as an Interim Resolution Professional (IRP).

3. The IRP made a public announcement in Form-A on 05.07.2025 in Financial Express (English) and Jansatta (Hindi), in New Delhi edition, inviting claims to be filed on or before 17.07.2025.

IA (I.B.C)/6334 (PB)2025 & IA (I.B.C)/Dis./2(PB)2026

4. Pursuant to the public announcement, claims were received and verified. Accordingly, the Committee of Creditors was constituted with one financial creditor i.e. Bank of Baroda. The report certifying the list of creditors and the constitution of committee of creditors (CoC) was filed by the IRP vide IA-3717/2025 and IA-3718/2025 respectively which was allowed by this Adjudicating Authority vide order dated 05.08.2025. 5. The following valuers were appointed for carrying out the valuation of security and financial assets of the CD, as there were no other assets: • Ms. Priyanka Singh IBBI Registration No. IBBI/RV/05/2021/14362 • Mr. Subodh Kumar IBBI Registration No. IBBI/RV/05/2019/11705

A summary of their findings is attached below:

6. A detective agency named Countrywide Detective Services was appointed to identify movable/immovable assets of the Corporate Debtor as on the insolvency commencement date. The agency submitted its report on 11.09.2025 that the Corporate Debtor has no assets (Annexure-13 of the application).

IA (I.B.C)/6334 (PB)2025 & IA (I.B.C)/Dis./2(PB)2026

7. A total of 7 meetings of the CoC were convened. In the 1st meeting of CoC on 31.07.2025, the appointment of IRP as the Resolution Professional (RP) was confirmed. The details of the agendas discussed in the further meetings are provided as below:

IA (I.B.C)/6334 (PB)2025 & IA (I.B.C)/Dis./2(PB)2026

IA (I.B.C)/6334 (PB)2025 & IA (I.B.C)/Dis./2(PB)2026

IA (I.B.C)/6334 (PB)2025 & IA (I.B.C)/Dis./2(PB)2026

IA (I.B.C)/6334 (PB)2025 & IA (I.B.C)/Dis./2(PB)2026

8. A perusal of the above extracts makes it apparent that the Corporate Debtor neither owned any assets nor was engaged in any business operations. In such circumstances, the CoC resolved to directly dissolve the Corporate Debtor without undertaking the process of liquidation as liquidating it would not serve any purpose. The relevant extract of the resolution passed by the CoC in its 6th meeting held on 16.12.2025 is extracted as below:

IA (I.B.C)/6334 (PB)2025 & IA (I.B.C)/Dis./2(PB)2026

IA (I.B.C)/6334 (PB)2025 & IA (I.B.C)/Dis./2(PB)2026

9. Accordingly, the present application IA (I.B.C)/2(PB) 2026(Dis.) was filed for the dissolution of M/s Comex Infratech (Corporate Debtor).

Details relevant for considering the dissolution application of the Corporate Debtor

10. The CIRP commenced on 03.07.2025, and as per Section 12(1) of the Code, the CIRP shall be completed within a period of 180 days which was ending on 30.12.2025. In this present case, this application was filed on 30.12.2025 (defects were notified and the same got defect free on 12.01.2026).

11. The RP had opened a new bank account of the Corporate Debtor, the details of which are provided as follows: Account Name: M/s Comex Infratech Private Limited Bank & Branch: Indian Overseas Bank, 10, Har Gobind Enclave, Karkardooma, Delhi - 110092 Account Number: 172602000000900 IFSC Code: IOBA0001726 It is submitted by the RP that this bank account opened during the CIRP period is closed on 30.12.2025. The copy of the intimation for closure of the bank account is attached at Annexure-11 of the application.

12. The RP had also maintained a record of all the receipts and disbursements made during the course of the CIRP period. The audited and duly certified Statement of Receipts and Payments for the entire CIRP period is attached at Annexure-B of the Convenience affidavit filed by the RP. The same is extracted below for ready reference:

IA (I.B.C)/6334 (PB)2025 & IA (I.B.C)/Dis./2(PB)2026

IA (I.B.C)/6334 (PB)2025 & IA (I.B.C)/Dis./2(PB)2026

IA (I.B.C)/6334 (PB)2025 & IA (I.B.C)/Dis./2(PB)2026

13. Since, the Corporate Debtor does not have any assets, there is nothing which can be distributed to the stakeholders as per Section 52 or 53 of the Code.

14. The Compliance Certificate in Form H, as per Regulation 45(3) of the Liquidation Process Regulations, has also been prepared and attached along with the present application at Annexure A-15 of the application. A copy of the Form-H is extracted below for ready reference:

IA (I.B.C)/6334 (PB)2025 & IA (I.B.C)/Dis./2(PB)2026

IA (I.B.C)/6334 (PB)2025 & IA (I.B.C)/Dis./2(PB)2026

IA (I.B.C)/6334 (PB)2025 & IA (I.B.C)/Dis./2(PB)2026

IA (I.B.C)/6334 (PB)2025 & IA (I.B.C)/Dis./2(PB)2026

Finding and Analysis 15. We have gone through the present Application filed by the RP praying for closure of the CIRP, and dissolution of the Corporate Debtor in terms of Section 54 of the Insolvency and Bankruptcy Code, 2016, read with Regulation 45 of the Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations, 2016.

16. That the Statutory Authorities have been intimated at their respective offices located at New Delhi regarding the initiation of CIRP of the Corporate Debtor: • Registrar of Companies on 08.07.2025 • Income Tax Department on 08.07.2025 • The IBBI have been intimated too, wherein as per the Applicant’s submissions the Admission has been uploaded on the on IBBI’s website respectively. 17. Further, the Applicant/RP has filed application(s) and various documents/Reports which were required to be submitted as per the provisions of IBC, 2016, read with relevant regulations.

IA (I.B.C)/6334 (PB)2025 & IA (I.B.C)/Dis./2(PB)2026

18. That the Applicant has submitted that there are no other assets of the Corporate Debtor, which can be liquidated and/ or distributed to stakeholders as per Section 53 of the Code.

19. That the details of the litigation pending against the Corporate Debtor to the best of the knowledge, belief and effort of the RP, are provided as below:

The avoidance application has been assigned to Bank of Baroda, as was resolved in the 6th meeting of the CoC held on 17.12.2025. IA (I.B.C)/6334 (PB)2025 & IA (I.B.C)/Dis./2(PB)2026

20. That the compliance report in Form H in terms of regulation 45(3) was also placed on record by the Applicant.

21. The application for dissolution came up for consideration before this Adjudicating Authority on 19.01.2026, whereupon the RP was directed to file a brief note specifically covering the compliance with relevant statutory provisions and Regulations.

22. In compliance with the above order, a convenience compilation was uploaded by the RP on the DMS e-portal on 16.02.2026.

23. On 23.02.2026, this Adjudicating Authority observed that the affidavit filed by the Resolution Professional was deficient and not in conformity with the directions previously issued. Accordingly, the Resolution Professional was directed to file a fresh affidavit furnishing complete and proper particulars in compliance with the earlier directions

24. Accordingly, another convenience compilation was duly filed by the RP on 30.04.2026, which was taken on record by this Adjudicating Authority.

25. In view of the above facts and circumstances, it is prayed by the Applicant that the CD may be dissolved under Section 54 of IBC, 2016.

26. It is relevant to mention Section 54 of IBC, 2016, and Regulation 45 IBBI (Liquidation Process) Regulations, 2016 here:

“Section 54 IBC-Dissolution of corporate debtor. (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. (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.

IA (I.B.C)/6334 (PB)2025 & IA (I.B.C)/Dis./2(PB)2026 (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 debtor is registered.”

“IBBI (Liquidation Process) Regulations, 2016 45. Final report prior to dissolution. 1) When the corporate debtor is liquidated, the liquidator shall make an account of the liquidation, showing how it has been conducted and how the corporate debtor’s assets have been liquidated. 2) If the liquidation cost exceeds the estimated liquidation cost provided in the Preliminary Report, the liquidator shall explain the reasons for the same. 3) The liquidator shall submit an application along with the final report and the compliance certificate in Form H to the Adjudicating Authority for – (a) closure of the liquidation process of the corporate debtor where the corporate debtor is sold as a going concern; or (b) for the dissolution of the corporate debtor, in cases not covered under clause (a).”

27. That from a conjunct reading of the above provisions, this Adjudicating Authority is required to see whether the assets of the Corporate Debtor are completely liquidated or not. In the instant case, the RP has furnished his Form-H to support the same.

28. Further, it is a settled position of law that an entity can be directly dissolved without going into liquidation as has been held in the case of Ms. Naresli Kumar Munial (RP} v. Laksli Foods Pvt. Ltd. and Anr. passed by NCLT, New Delhi Bench on 05.04.2024, the relevant portion of which is extracted below: “5. It has been observed that the assets of the Corporate Debtor cannot be realized. Consequently, the COC concurred with the early dissolution of the Corporate Debtor in light of the aforesaid. 6. The CoC in its 6th CoC Meeting dated 12.04.2021 had unanimously resolved to directly dissolve the Corporate Debtor.

IA (I.B.C)/6334 (PB)2025 & IA (I.B.C)/Dis./2(PB)2026

7. In a similar case, NCLT Bengaluru Bench had allowed direct dissolution of the Corporate Debtor on an application made by the Resolution Professional as directed by the Committee of Creditors in C.P.(IB)/96/BB/2020 and I.A/No. 435/2020 under Section 54 of Code, 2016 read with Section 60(5) of the Code, 2016 filed by Mr. Mandar Shrikant Wagh, IRP of M/s. Synew Steel Private Limited on the ground that no useful purpose will be served by placing the Corporate Debtor under Liquidation, as all the assets available with the Corporate Debtor were already realized, the Liquidation process under the provisions of the Code, 2016 is deemed to have been completed and therefore, it would be just and proper to dissolve the Company. 8. Further, in the case of M/s. Air Pegasus Private Limited [I.A. No. 198/2020 in C.P.(IB) No. 180/BB/2018], the NCLT, Bengaluru Bench approved direct dissolution of the Corporate Debtor without going through the Liquidation Process on similar reasoning. On an appeal by the Managing Director of the Corporate Debtor, the Hon’ble NCLAT, Chennai in Shyson Thomas vs. Mr. Madhugiri Venkatarayappa Sudarshan [T.A (AT)No.8 of 2021 in C.A(AT)(CH)(INS)/925/2020; order dated 01.06.2023] had upheld the National Company Law Tribunal, Bengaluru Bench order dated 24.06.2020 of passing an Order of Dissolution’ of the Corporate Debtor (M/s. Air Pegasus Private Limited), with immediate effect. The Hon’ble NCLAT, Chennai had observed as follow:- “43. It cannot be lost sight off that the `Corporate Debtor’, had `No Realisable Financial Assets’, and the only `Valuable Asset’, was `Intangible’ in nature of the `Air Operator Permit’, a `License’, issued by the `DGCA’ and the `Validity’ of the said `License’, had lapsed on 23.03.2020. 44. It cannot be brushed aside that the `Dissolution’ of the `Corporate Debtor’, was approved by the `Financial Creditor’ with `100% Voting Rights’, and in IA No. 198 of 2020, filed by the 1st Respondent / Resolution Professional (under Section 54 of the I & B Code, 2016), an `Order’, dissolving

IA (I.B.C)/6334 (PB)2025 & IA (I.B.C)/Dis./2(PB)2026 the `Corporate Debtor’ / `M/s. Air Pegasus Private Limited’ (Applicant Company), was passed with an immediate effect, etc. 45. At this juncture, this `Tribunal’, pertinently points out that there is no fetter that the `Corporate Debtor’, cannot be `Dissolved’, without undergoing the `Process of Liquidation’. ***************************** 53. Suffice it for this `Tribunal’, to make a pertinent mention that in the absence of any `Asset(s)’ / the `Resolution Plan(s)’, the Resolution Professional, had no other go, but to pray for an `Order of Dissolution’, to be passed by the `Adjudicating Authority’. After all, the end of `Liquidation’, requires complete `Dissolution’ of an `Entity’.” *************************************************** 9. In view of the judgements as referred above, we are of the considered view that the circumstances of the present case also fully justified, that no useful purpose would be served, by placing the Corporate Debtor under Liquidation process, under the provisions of Code. Since no assets of the CD as well as the ex-management of the CD are traceable. Further, the Ex-Directors were declared as ‘Absconders’ under section 82 of CrPC by Hon’ble Metropolitan Magistrate Saket Court New Delhi vide order dated 26.05.2019. Thus, it would be just and proper for this Adjudicating Authority to dissolve the Corporate Debtor as prayed by the Resolution Professional.”

29. It is also pertinent to refer to Regulation 14 of Liquidation Process Regulations, 2016, which provides for early dissolution of the Corporate Debtor in appropriate cases. The said Regulation reads thus:- “14. Early dissolution. Any time after the preparation of the Preliminary Report, if it appears to the liquidator that-

IA (I.B.C)/6334 (PB)2025 & IA (I.B.C)/Dis./2(PB)2026 (a) the realizable properties of the corporate debtor are insufficient to cover the cost of the liquidation process; and (b) the affairs of the corporate debtor do not require any further investigation; [he shall consult the consultation committee, and if it advises for early dissolution, he may apply, along with a detailed report incorporating the views of the consultation committee, to the Adjudicating Authority] for early dissolution of the corporate debtor and for necessary directions in respect of such dissolution.”

30. In the present case as well, it is observed that no realizable assets remain with the Corporate Debtor and no fruitful purpose would be served by directing the Corporate Debtor to undergo the liquidation process, which would only result in further expenditure of time and costs without any corresponding benefit to the stakeholders. The valuation reports revealed that the Corporate Debtor possessed no security or financial assets, and the report of the detective agency further confirmed that there are no movable/immovable assets left with the CD. Further, the CoC has consciously resolved in favour of dissolution of the Corporate Debtor.

31. In view of the facts and circumstances of the case and the judicial precedents relied upon, we are of the considered view that the present matter is a fit case for directing dissolution of the Corporate Debtor directly, without undergoing the process of liquidation, in exercise of powers under Section 54 read with Section 60(5) of the Code.

Order 32. We have heard the submissions made by the Applicant, perused the Application and the compliance Affidavit filed by the RP.

33. Since in the instant case, there are no assets of the Corporate Debtor which have to be liquidated and all the requirements of Section 54 read with Regulation 45 of IBBI (Liquidation Process) Regulations, 2016 have

IA (I.B.C)/6334 (PB)2025 & IA (I.B.C)/Dis./2(PB)2026 been fulfilled. Therefore, we are inclined to allow the present Application under Section 54(2) of the IBC, 2016.

34. Accordingly, there being no other impediment, the present Application is allowed, and the Corporate Debtor is ordered to be dissolved with the immediate effect.

Thus, I.A. (I.B.C.) (Dis.)/2(PB) 2026 is allowed and disposed of.

35. The Registry is directed to send a copy of this order passed under Section 54(2) to the ROC Delhi & Haryana, with which the Corporate Debtor is registered and the IBBI within seven days from the date of this order. Files be consigned to the record room (current).

Sd/- Sd/- (RAVINDRA CHATURVEDI) (BACHU VENKAT BALRAM DAS) MEMBER (TECHNICAL) MEMBER (JUDICIAL)

IA (I.B.C)/6334 (PB)2025 & IA (I.B.C)/Dis./2(PB)2026