In the matter of Eagle Cotton Private Limited

Order under section 54(1) of the IBC, 2016 r.w. Regulation 44 to 45 of the IBBI (Liquidation Process) Regulations, 2016 and Rule 11 of the NCLT Rules, 2016 IN THE MATTER OF: Mr. Pradeep Kumar Kabra Liquidator of M/s. Eagle Cotton Private Limited ........Applicant

Order delivered on: 02/04/2024 Coram: Mr. Shammi Khan, Hon’ble Member(J) Mr. Sameer Kakar, Hon’ble Member(T)

PRESENT: For the Applicant : For the Respondent :

ORDER

The case is fixed for the pronouncement of the order. The order is pronounced in the open court, vide separate sheet.

-Sd- -Sd- SAMEER KAKAR SHAMMI KHAN MEMBER (TECHNICAL) MEMBER (JUDICIAL)

BEFORE THE ADJUDICATING AUTHORITY NATIONAL COMPANY LAW TRIBUNAL AHMEDABAD BENCH - COURT-I IA(Dis) No.5 of 2024 in CP (IB) No.458 of 2018 (An application filed by the Liquidator for dissolution of the Corporate Debtor under section 54(1) of the Insolvency and Bankruptcy Code, 2016 r.w. Regulation 44 to 45 of the IBBI (Liquidation Process) Regulations, 2016 and Rule 11 of the NCLT Rules, 2016) In the matter of M/s. Eagle Cotton Private Limited Mr. Pradeep Kumar Kabra Liquidator of M/s. Eagle Cotton Private Limited Having address at: 301, 3rd Floor, Reegus Business Centre, Above Mercedes-Benz Showroom, New Citylight Road, Bharthana-Vesu, Surat – 395007. … Applicant Liquidator Order Pronounced on 02.04.2024 CORAM: Mr. SHAMMI KHAN, MEMBER (JUDICIAL) Mr. SAMEER KAKAR, MEMBER (TECHNICAL) APPEARANCE: For the Applicant: Mr. Aditya Raval, Advocate

[Per: Bench] 1. The present application being I.A.(Dis)5/NCLT/AHM/2024 in CP(IB): 458/7/NCLT/AHM/2018 has been filed by Mr. Pradeep Kumar Kabra, Liquidator of the Corporate Debtor, M/s. Eagle Cotton Private Limited, under Section 54(1) of the IA(Dis.)No.5 of 2024 in CP(IB) No. 458/7/AHM/2018 In the matter of M/s. Eagle Cotton Private Limited

Insolvency and Bankruptcy Code, 2016 for an order of dissolution by seeking relief as follows: (a) To direct the dissolution of liquidation process of Corporate Debtor, M/s. Eagle Cotton Private Limited pursuant to section 54 of the Insolvency and Bankruptcy Code, 2016 read with Regulation 44 and 45 of the Insolvency and Bankruptcy Board of India (Liquidation process) Regulation, 2016. (b) To pass any other necessary orders as deem fit by the Hon’ble NCLT in the interest of justice.

2. It is Submitted that the Petition for Corporate Insolvency Resolution Process was filed by a Financial Creditor, M/s. Bank of India under Section 7 of the I.B. Code, 2016 against the Corporate Debtor M/s. Eagle Cotton Private Limited bearing CP(IB) No. 458/7/NCLT/AHM/2018. Pursuant to which, an order for initiation of CIRP was passed by this Bench vide order dated 19.07.2019 wherein Mr. Chandra Prakash Jain was appointed as the Interim Resolution Professional.

3. It is submitted that the Corporate Debtor, M/s. Eagle Cotton Private Limited is a company incorporated on 18.01.2012 under the Companies Act, 1956 bearing CIN:U17121GJ 2012PTC068665 and having registered address at: Office No.13, Sarathi Complex, Opp. Diamond Market, Liliya Road, Amreli, Gujarat – 365601. It is stated that the company was engaged in the activities of spinning, weaving and finishing off textiles.

In the matter of M/s. Eagle Cotton Private Limited

4. It is stated that in the 11th CoC Meeting held on 18.07.2020, it was resolved to liquidate the Corporate Debtor M/s. Eagle Cotton Private Limited. It was further decided to appoint the then RP (the applicant herein) as a Liquidator.

5. Order for liquidation in I.A. No. 476 of 2020 was passed on 06.11.2020 and Mr. Pradeep Kumar Kabra was appointed as “Liquidator” of the Corporate Debtor Company.

6. As stated in the pleadings, the Liquidator made a public announcement on 09.11.2020 in prescribed form B. The said public announcement was published newspapers in English edition of Business Standard and in vernacular language, Sandesh Gujarati newspapers. The applicant has annexed copies of the said public announcement as Exhibit-B.

7. The Applicant has also submitted the details of assets held by the Corporate Debtor as under: Sr. No. Assets Plot No. 1,2,3 Revenue Survey No. 90/Paiki, Laxminagar Industrial Estate C, Near Narayan 1. Spinning, Amreli Kukavav Road, Mangvapal, Amreli Plant and Machinery located at Plot No. 1,2,3 Revenue Survey No. 90/Paiki, Laxminagar 2. Industrial Estate C, Near Narayan Spinning, Amreli Kukavav Road, Mangvapal, Amreli 8. It is submitted that the Applicant/ Liquidator held e-auction of the properties of the Corporate Debtor on various dates as mentioned below: E-Auction Date

In the matter of M/s. Eagle Cotton Private Limited

First E-auction 24.02.2021 Second E-auction 05.04.2021 Third E-auction 26.04.2021 Fourth E-auction 10.05.2021 Fifth E-auction 26.05.2021 Sixth E-auction 10.06.2021 Seventh E-auction 24.06.2021 Eighth E-auction 07.07.2021 Ninth E-auction 19.07.2021 Tenth E-auction 02.08.2021 Eleventh E-auction 16.08.2021 Twelfth E-auction 01.09.2021 Thirteenth E-auction 23.09.2021 Fourteenth E-auction 04.10.2021

As submitted, the copies of e-auctions are annexed as Exhibit-C (Colly) to the present application.

9. As submitted, consequent upon the auctions, two successful bidders expressed their interest to purchase the property of the Corporate Debtor. The details of bidder is submitted as under: Sr. Name of Asset No. Successful Bidder 1 Plot No. 1,2,3 Revenue Survey Mr. Brijeshkumar No. 90/Paiki, Laxminagar Shivlal Dhorajiya Industrial Estate C, Near Narayan Spinning, Amreli Kukavav Road, Mangvapal, Amreli

In the matter of M/s. Eagle Cotton Private Limited

2 Plant and Machinery located at M/s. Global Plot No. 1,2,3 Revenue Survey Corporation No. 90/Paiki, Laxminagar Industrial Estate C, Near Narayan Spinning, Amreli Kukavav Road, Mangvapal, Amreli

10. It is submitted that the successful bidders deposited the sale considerations in the account of the Corporate Debtor as under: (I) M/s. Global Corporation:

(II) Mr. Brijeshbhai Shivram Dhorajiya:

As submitted, the bank statements of receipt of amount of sale considerations and sale certificates are annexed by the applicant as Exhibit-D (page-46).

In the matter of M/s. Eagle Cotton Private Limited

11. It is submitted that the Applicant/Liquidator has submitted the entire sale proceeds as per Section 53 of the Insolvency and Bankruptcy Code, 2016. The applicant has tabulated the details of realisation as per the following table:

12. The details of claims received and accepted/rejected during the process of liquidation are as under:

In the matter of M/s. Eagle Cotton Private Limited

13. It is stated that a company secretary was appointed for completion of ROC Compliance and the same was completed for the F.Y. ending on 31.03.2021. Further, the audited balance sheet at the time of liquidation and audited liquidator receipt and payment of account as on 31.03.2023, the details of M/s. Eagle Cotton Private Limited are annexed as Exhibit-E to the present application.

14. It is stated that in compliance of Section 54 of the Insolvency and Bankruptcy Code, 2016, the entire assets of the Corporate Debtor was sold by way of E-Auction sales.

15. The applicant submitted the details of Stakeholder Consultancy Committee meetings held on various dates as per the following details:

The copies of minutes of all the above SCC meetings are annexed by the applicant as Exhibit-F (Colly).

In the matter of M/s. Eagle Cotton Private Limited

16. As per the Regulation 15 of the Insolvency and Bankruptcy Board of India (Liquidation Process) Regulation, 2016 and till date all the progress reports are filed before this Tribunal. The applicant states that he filed the report certifying the list of Creditors and Stakeholder Consultancy Committee with this Bench. The reports are filed as per the following details:  List of Stakeholders filed on 07.01.2021  Preliminary Report Filed on 11.01.2021  First Progress Report Filed on 13.01.2021  Second Progress Report Filed on 09.04.2021  Third Progress Report Filed on 15.07.2021  Fourth Progress Report Filed on 15.10.2021  Fifth Progress Report Filed on 16.01.2022  Sixth Progress Report Filed on 15.04.2022  Seventh Progress Report Filed on 15.07.2022  Eighth Progress Report filed on 15.10.2022

The applicant has annexed all the aforementioned reports as Exhibit-G to the present application.

17. It is submitted that pursuant to Section 54 of the Insolvency and Bankruptcy Code, 2016 read with Regulation 44 and 45 of the Insolvency and Bankruptcy Board of India (Liquidation Process) Regulation, 2016, the process of liquidation was completed and the present application has been made along with final report of liquidator of Dissolution of liquidation process in terms of the Corporate Debtor, M/s. Eagle Cotton Private Limited along with asset sales report. The asset sale

In the matter of M/s. Eagle Cotton Private Limited report, Form-H and Final Report are annexed to the present application as Exhibit-H (Colly).

In the matter of M/s. Eagle Cotton Private Limited

18. It is submitted that the applicant distributed all the proceeds as per the norms and tabulated the details as below:

In the matter of M/s. Eagle Cotton Private Limited

19. As submitted, the Liquidator has opened Liquidation account with Bank of India, in the name of “Eagle Cotton Private Limited, in Liquidation” bearing account no. 310020110001145. As per Section 53 of IBC, 2016, the Liquidator distributed the proceedings to stakeholders. The applicant annexed a copy of letter issued by the Branch Manager, Bank of India declaring that account was having zero balance as on 09.02.2023 and the same is closed on the same day. The letter from Bank of India is annexed as Exhibit-J at page 332 of the present application.

20. The details of the relevant compliances as mandated under Section 54(1) of the Insolvency and Bankruptcy Code, 2016 read with IBBI (Liquidation Process) Regulations, 2016 are listed hereunder:-

Sr. Reference Compliance No. Page Number

In the matter of M/s. Eagle Cotton Private Limited (Regulation 12) Exhibit B, page 1 Public Announcement in Form B within five 28 days of the appointment of the liquidator Appointment of (Regulation 35(2)) valuers details Appointment of Registered valuers in mentioned in 2 matters where no valuation conducted Minutes of 1st during the CIRP SCC meeting page No.87-88 (Regulation 31(2)) At page nos. 144- 3 Filling the List of Stakeholders within forty- 150 five days of LCD (Regulation 31A) 4 Constitution of SCC within sixty days from At page no.150 LCD. (Regulation 13) Filing 'Preliminary Report' before the At page nos. 151- 5 Adjudicating Authority within seventy-five 169 days from the LCD. (Regulation 34) Preparation At page nos. 163- 6 of Memorandum within seventy-five days 165 from LCD. Regulation 41) Mentioned at Opening of Bank Account in the name of 7 page 88 in 1st the Company followed by the words 'in SCC meeting liquidation' in a Scheduled Bank. Annexed as Proof of Closure of the above Bank Account Exhibit J 8 and any other account in the name of the A/c. Closed on Company. 09.02.2023 (Regulation 15) Annexed as Quarterly Progress Reports and proof of 9 Exhibit G filing the same before the Adjudicating Authority. Annexed as (Regulation 36) 10 Exhibit H at page Asset Sale Report after sale of Assets. nos. 290-307 Annexed as (Regulation 42(2)) Exhibit K Bank 11 Proof of distribution within ninety days statement at from the receipt of realization. Page 333-334 (Regulation 45(3)) Annexed as with 12 Exhibit H at page 'Final Report' along Compliance Certificate nos.308-328 in Form H to be filed along the Application. (Regulation 5(1)(e)) At page no.85- (Compilation of the Minutes of SCC). 143

In the matter of M/s. Eagle Cotton Private Limited (Regulation 15) Audited accounts of receipts and payments. At page nos. 80- 14 (Page No. of the Auditor Certificate 84 in the Application Typeset) Liquidation commencement date: 06.11.2020 Extensions: (Regulation 37) 1. 02.11.2021 Completion of liquidation process within for six months 15 one year from LCD or extension if any, date 2. 31.05.2022 of the order & period. for two months Copies of extension orders at Exhibit-I at pages 329-331 To furnish of details of any application 16 pending before the Adjudicating Authority if N.A. any. Whether any application pending before No litigation 17 this Tribunal in relation to the Corporate Pending Debtor, if any. (Details to be furnished) 21. We heard the Learned Counsel for the Applicant and perused the material available on record. At this juncture, it is relevant to point out Section 54 of the IBC, 2016 provides as follows:- Section 54: “(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.

In the matter of M/s. Eagle Cotton Private Limited (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.”

22. From the averments made in the Application along with the perusal of the final report and the Compliance Certificate filed in Form-H by the Applicant, it is seen that the Corporate Debtor has been completely liquidated. No assets are left with for any further disposal. Since the assets of the Corporate Debtor are completely liquidated, there remains nothing and no applications are pending in the matter. In the circumstances, as averred and as prayed for by the Applicant that an order for dissolution is to be passed by this Tribunal under Section 54(1) of the Code.

23. Accordingly, in exercise of the powers conferred under Section 54(1) of IBC, 2016. Hence, we pass the following order:- i) The Adjudicating Authority in exercise of powers conferred to it under Section 54(2) of the IBC, 2016 orders that the Corporate Person (Applicant Company) viz., M/s. Eagle Cotton Private Limited having CIN No. U17121GJ2012PTC068665 stands dissolved from the date of this order.

ii) Consequently, the liquidator Mr. Pradeep Kumar Kabra is hereby discharged from his duties and responsibilities as the liquidator of the Corporate Debtor.

In the matter of M/s. Eagle Cotton Private Limited iii) The Liquidator shall preserve physical or electronic copy of the reports, registers, and books of account referred to in Regulations 45A of the IBBI (Liquidation Process) Regulations, 2016 for at least eight years after the dissolution of the Corporate Debtor, either with himself or with an information utility.

iv) The Registry of this Bench and the liquidator is directed to serve a copy of this order to the RoC concerned, Income Tax Department and also to the IBBI within seven days from this order for information and necessary action.

16. In terms of the above, IA(Dis.)No.5 of 2024 in CP(IB) No. 458/7/AHM/2018 is allowed and stands disposed of.

-Sd- -Sd- SAMEER KAKAR SHAMMI KHAN MEMBER (TECHNICAL) MEMBER (JUDICIAL)

AT In the matter of M/s. Eagle Cotton Private Limited