In the matter of Infro-Alliance Trading Private Limited

ORDER 1. This application has been filed under Section 54 of the Insolvency and Bankruptcy Code, 2016 by the Liquidator seeking following reliefs:

A. Pass an order for dissolution of the Corporate Debtor namely “Infra-Alliance Trading Private Limited - in liquidation”;

B. Pass ad-interim and interim reliefs in terms of Clause (A);

C. Pass any such other order or order(s) which may be deemed fit, proper and just under the circumstances of the case.

Relevant facts as stated in the Petition

Commencement of CIRP

2. The Operational Creditor, European Projects & Aviation Limited filed an application under Section 9 of the Insolvency & Bankruptcy Code, 2016 (“Code”) read with Rule 6 of the Insolvency and 2 14 Page of I.A. No. 5743 of 2023 IN C.P. No. 4537 of 2018

Bankruptcy (Application to Adjudicating Authority) Rules, 2016 before this Tribunal bearing Company Petition No. 4537/IB/MB/2018. The said Company Petition No. 4537 of 2018 was admitted vide order dated 31.08.2021, pursuant to which Mr. Ritesh Prakash Adatiya (Registration No. IBBI/IPA-001/IP- P01334/2018-2019/12013) was appointed as an Interim Resolution Professional (‘IRP’).

3. Mr. Manoj Kumar Jain bearing Reg. No. IBBI/IPA-001/IP- P00535/2017-18/10960 was appointed as the IRP of the Corporate Debtor by the Tribunal vide an order dated 12.11.2021. In the 1st CoC Meeting, Mr. Manoj Kumar Jain was appointed as the Resolution Professional (“RP”) of the Corporate Debtor.

Initiation of Liquidation Process

4. In the 3rd CoC Meeting, the CoC decided to liquidate the Corporate Debtor and appoint the Resolution Professional as the Liquidator of the Corporate Debtor with 100% voting share. This Tribunal initiated liquidation proceedings of the Corporate Debtor vide its order dated 30.01.2023.

5. It is submitted that the Applicant sent intimation about the commencement of the Liquidation Process in the matter of the Corporate Debtor and his appointment as the Liquidator to:

i. The members of the Discharged Board of Directors of the Corporate Debtor via e-mail and letter dated 21.02.2023; ii. To Canara Bank (Total 6 accounts out of 4 at Mumbai Location and 2 at Valsad, State Gujarat), Punjab National Bank & IDBI Bank letter dated 21.02.2023;

3 14 Page of I.A. No. 5743 of 2023 IN C.P. No. 4537 of 2018 iii. The Income Tax Department, Mumbai vide letter & email dated 21.02.2023; iv. The Office of the State Sales Tax Officer vide letter & email dated 21.02.2023; v. The Register of Companies (ROC) Mumbai via letter & email dated 20.02.2023.

6. The Applicant opened a Liquidation Account in the name of ‘Infro- Alliance Trading Private Limited – in Liquidation’ bearing Account No. 219605001065 with ICICI Bank on 16.03.2023.

Sr. Name of Stakeholder Total amount of Total claims No. claims (Rs.) accepted (Rs.) 1. European Projects & 10,00,000 10,00,000 Aviation Limited – CIRP Cost 2. European Projects & 12,38,15,203 12,38,15,203 Aviation Limited 3. Mr. Sanjay Sawant STO- 4,16,84,087 2,65,34,971 MUM-VAT-C-506 Bandra- Kurla Complex, Bandra East, Mumbai 4 Mr. Sandeep A Ekbote STO 35,36,840 Nil MUM – VAT-C-710, Mazgaon Mumbai 5 Mr. Anil Ghadi, STO MUM 21,55,21,773 5,07,09,829 – VAT-C-142, Mazgaon Mumbai TOTAL 38,55,57,903 20,20,60,003

7. The Applicant issued a Public Announcement dated 18.02.2023 in the ‘Form B’ inviting claims and their proof from the Stakeholders of the Corporate Debtor. 5 claims were received until the last date for submission of such claims i.e. 20.03.2023. The total claims received aggregated to Rs.38,55,57,903/-, upon verification, claims aggregating to Rs.20,20,60,003/- were accepted and admitted. The 4 14 Page of I.A. No. 5743 of 2023 IN C.P. No. 4537 of 2018

Liquidator rejected the balance claims aggregating to Rs.18,34,97,900/-. The summarized results of the said claims have been given below: -

8. The Applicant informed the Ministry of Corporate Affairs (MCA) about the commencement of liquidation in the matter of the Corporate Debtor on 14.03.2023 by filing of FORM INC-28 on the portal of Registrar of Companies, Mumbai (ROC) against filing receipt (SRN AA1591020) which was approved on 29.03.2023.

9. In accordance with the provisions of Regulation 35(2) of the IBBI (Liquidation Process) Regulations, 2016, the Liquidator appointed 2 Registered Valuers i.e. Mr. Ankit Doshi and Ms. Dipti Zaveri on 27.03.2023 to conduct valuation of assets (S&FA) of the Corporate Debtor. The Fair Value and Liquidation Value of the ‘Asset Type: SF & A’ is reproduced in the following tabular form: -

Asset Type: SF & A Registered Valuers Fair Value Liquidation Date of report (Rs.) Value (Rs.) Mr. Ankit Doshi 2,20,637/- 2,20,637/- 11.04.2023

Ms. Dipti Zaveri 2,20,637/- 2,20,637/- 10.04.2023

Stakeholders’ Consultation Committee Meeting

10. The Liquidator prepared the 1st Stakeholders' Consultation Committee ("SCC") Meeting was held on 18.04.2023. The Liquidator informed the SCC to sell off Corporate Debtor’s assets through public e-auction and accordingly the SCC approved & fixed the date of e-auction. The Applicant also placed the E-auction Process

5 14 Page of I.A. No. 5743 of 2023 IN C.P. No. 4537 of 2018

Information Document (EAPID) before the SCC during the meeting and the same was approved by the SCC.

11. The Liquidator placed additional claims received from M/s. Acasia Teleservices Private Limited and Mr Vinod Satelkar Director of the Corporate Debtor which had already been filed during the CIRP period before the Resolution Professional of the Corporate Debtor. These additional claims were received by the Liquidator pursuant to the new amendment inserted by the Insolvency and Bankruptcy Board of India in its IBBI (Liquidation Process) Regulations, 2016 on 16.09.2022. The amendment has been reproduced below:

"(c) provide that where a stakeholder does not submit its claims during the liquidation process, the claims submitted by such a stakeholder, and duly collated by the interim resolution professional or resolution professional, as the case may be, during the corporate insolvency resolution process under the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016, shall be deemed to be submitted under section 38."

12. Accordingly, the Stakeholders approved the additional claims received from above 2 (two) Stakeholders and directed the Liquidator to take necessary approval from Adjudicating Authority. This Tribunal, allowed the additional claims by taking the Modified Constitution of Stakeholders of the Corporate Debtor on record.

13. The Applicant filed the Preliminary Report as per Regulation 13 and the Asset Memorandum as per Regulation 34 of IBBI (Liquidation Process) Regulations, 2016 on 24.04.2023 through IA No.1787 of 2023 before this Tribunal which was allowed and disposed of by the Tribunal on 08.05.2023. 6 14 Page of I.A. No. 5743 of 2023 IN C.P. No. 4537 of 2018

14. A Paper Publication was made on 29.04.2023 inviting Expression of Interest (Eol) for sale of assets of the Corporate Debtor through advertisement in The Free Press Journal (English) and in Navshakti (in Marathi) to sell the assets of the Corporate Debtor vide BLOCK 1 – unquoted/unlisted equity shares. The details of the Investment in Securities BLOCK 1: -

Name of the No. of Nature of Remarks if any Entity shares shares held European Projects 66,66,667 Equity Unlisted/unquoted & Aviation Limited

15. Subsequent to the e-auction, M/s Orchid Telelink Private Limited was declared as the Successful Bidder with a highest bid (sale consideration) of Rs 3,35,000/- for unlisted / unquoted equity shares covered vide BLOCK 1.

16. The details of Assets as per Asset Memorandum and Final Sale Report are as under: -

Sr. Assets Mode of Sale Estimated Realization Date of No. Liquidation Amount transfer to (Rs.) (Rs.) Liquidation Account 1. Investments in NIL Securities BLOCK – 1 1,10,000.00 Equity Shares (25%) of European Sale through Projects & e-auction 2,25,000.00 Aviation (75%) Limited (unlisted) 7 14 Page of I.A. No. 5743 of 2023 IN C.P. No. 4537 of 2018

3,35,000.00 TOTAL (A)

Sale through BLOCK – 2 Open Stock 46,246.71 Equity Shares Market – of Canara Bank Bombay Stock Exchange (“BSE”) Balance with 1,94,845.23 Banks

Cash Deposit * 5,000.00

Refund from 1,948.00 Demat Account with Stock Holding Corporation of India. TOTAL 5,83,075.42

* Cash was deposited by the liquidator to activate the dormant current account with Canara Bank of the Corporate Debtor.

17. We note that the Liquidation value of the Financial Assets of the Corporate Debtor was Rs. 2,20,637/- and amount realised from the sale of Financial Assets is Rs. 3,81,246.71. The Liquidator realised Rs. 5,83,075.42 from Liquidation estate of the Corporate Debtor which includes Bank Balance and refund from Demat Account as per details given above.

8 14 Page of I.A. No. 5743 of 2023 IN C.P. No. 4537 of 2018

18. The amounts distributed to stakeholders as per section 53 of the Code are here as under:

Sr. Stakeholders under Amount Amount Amount No. Section 53(1) Claimed (Rs.) Admitted (Rs.) Paid/Distrib uted (Rs.) (1) (2) (3) (4) (5) 1. (a) CIRP Costs (Net - - 2,86,757.42 Paid) 2. (b) Liquidation Costs - - 2,96,318.00 (Net Paid) TOTAL 5,83,075.42 3. (b)(i) -NA- -NA- -NA- 4. (b)(ii) -NA- -NA- -NA- 5. (c) 5,88,000.00 5,88,000.00 NIL Vinod Satelkar 6. (d) Unsecured -NA- -NA- -NA- Financial Creditors 7. (e)(i) -NA- -NA- -NA- 8. (e)(ii) -NA- -NA- -NA- 9. (f) 12,38,15,203 12,38,15,203 NIL European Projects and Aviation Limited State Tax Officer 35,36,840 35,36,840 NIL MUM-VAT-C-710 State Tax Officer 21,55,21,773 21,55,21,773 NIL MUM-VAT-C-142 State Tax Officer 4,16,84,087 4,16,84,087 NIL MUM-VAT-C-506 Acasia Teleservices 2,51,000 2,51,000 NIL Pvt. Ltyd. TOTAL 9 38,48,04,903 38,48,04,903 NIL

9 14 Page of I.A. No. 5743 of 2023 IN C.P. No. 4537 of 2018

10. (g) -NA- -NA- -NA- 11. (h) -NA- -NA- -NA- GRAND TOTAL 38,63,96,903 38,63,96,903 5,83,075.42

19. Summary of Receipts and Payments for the period 17.02.2023 to 28.11.2023 (i.e. date of closure of Liquidation Bank account) has been reproduced below: -

RECEIPTS Amount (Rs.) Total A BANK BALANCE AS ON 17.02.2023 Canara Bank – 50001010010925 1,52,280.37 Canara Bank – 50001010009316 197.64 Canara Bank – 50001010019929 9,514.96 Canara Bank – 71913070001563 7,986.73 Canara Bank – 71913070001617 5,538.00 Canara Bank – 71913070001602 3,349.78 IDBI Bank – 190102000010991 10,542.75 Punjab National Bank – 5,435.00 59002101044985 TOTAL(A) 1,94,845.23 B ADD: Realisation from Asset sold under E- 3,35,000.00 auction – (Securities of unlisted/unquoted entity) Realization from Asset sold in open 46,246.71 market (BSE) – (Securities of listed entity) Other receipts 6,983.48 TOTAL(B) 3,88,230.19 TOTAL (A+B) 5,83,075.42

10 14 Page of I.A. No. 5743 of 2023 IN C.P. No. 4537 of 2018

PAYMENTS Total C CIRP Cost (Due & Pending) & Liquidation Cost 5,83,075.42 TOTAL(C) 5,83,075.42

Bank Balance in Liquidation Bank Account as on NIL November 28, 2023

20. Thus, we note that the entire amount realised from the Liquidation of the assets of the Corporate Debtor have been utilised to pay the CIRP cost and the Liquidation cost and nothing was left to pay to the Creditors.

Progress Reports

21. The liquidator filed the following Progress Reports with the Tribunal during the Liquidation Process of the Corporate Debtor through the following Interlocutory Applications at e-filing portal of NCLT Web Portal:

Sr. No. Progress Report Quarter/Period Remarks Ended 1. 1st Progress 17.02.2023 to IA No. 1483 of 2023 Report dated 31.03.2023 taken on record vide 12.10.2022 order dated 21.04.2023

2. 2nd Progress 01.04.2023 to IA No. 3869 of 2023 Report dated 30.06.2023 taken on record vide 22.08.2023 order dated along with the 30.08.2023 Asset Sale Report

11 14 Page of I.A. No. 5743 of 2023 IN C.P. No. 4537 of 2018

3. 3rd Progress 01.07.2023 to IA No. 4586 of 2023 Report dated 30.09.2023 filed on 06.10.2023 06.10.2023 and the said IA taken on record by this Tribunal on 13.10.2023

4. 4th Progress 01.10.2023 to IA No. 5586 of 2023 Report dated 30.11.2023 filed on 01.12.2023 06.10.2023 and the said IA taken on record by this Tribunal on 08.12.2023

22. The 2nd SCC meeting was held on 20.11.2023 in which the Stakeholders proposed to the Liquidator to convey to the Corporate Debtor to keep all the documents / records for storage of documents/records related to CIRP / Liquidation of the Corporate Debtor for 3 years period from the date of its Dissolution with total charges of Rs. 30,000/-.

23. The Bank Balance as on 17.02.2023 amounted to Rs. 1,94,845.23 and the proceeds from realization of assets amounted to Rs. 3,88,230.19, which together summed up to Rs. 5,83,075.42. This amount was then distributed covering the ‘CIRP Cost (Due & Pending)’ & ‘Liquidation Cost’ as per the waterfall mechanism under the provisions of Section 53 of the Code. s

24. The Corporate Debtor held demat accounts with 'Stock Holding Corporation of India Limited' Mumbai DP ID: IN301330 CLIENT ID: 41342963. As part of the Liquidation Process, upon sale of securities, the Applicant closed the said Demat and Trading Account Client ID No. IL600320 of the Corporate Debtor held with 'Stock Holding Corporation of India Limited' and 'Stock Holding Services Limited' were closed on 04.10.2023. 12 14 Page of I.A. No. 5743 of 2023 IN C.P. No. 4537 of 2018

25. The bank accounts of the Corporate Debtor held with Canara Bank (erstwhile Syndicate Bank) (Total 6 accounts out of 4 at Mumbai Location and 2 at State Gujarat), Punjab National Bank and IDBI Bank, Mumbai. As of the Liquidation process, all bank accounts of the Corporate Debtor including liquidation account (with ICICI Bank) have been closed as on 28.11.2023.

26. The Applicant uploaded FORM GNL-2 together with a copy of the FINAL REPORT with FORM H on the portal of ROC Mumbai on 08.12.2023 to which a receipt SRN No AA6339891 was issued by ROC, Mumbai. Further, the Applicant submitted via email the FINAL REPORT with FORM H to IBBI on 07.12.2023 as per the provisions of the IBC, 2016.

27. The Tribunal’s order initiating liquidation in the matter of the Corporate Debtor was passed on 17.02.2023. Pursuant to this order, the last date of completion of liquidation proceedings was 16.02.2024.

28. The present dissolution application has been filed before expiry of the period of one year. The date of receipt of Certified Copy of Liquidation Order on 17.02.2023 and the end date of Liquidation Process is 16.02.2024. No avoidance transactions applications have been recorded or pending under Section 43, 45, 50, 66 of the Code before this Tribunal.

29. From the perusal of the Application along with the Final Report and the Compliance Certificate filed in Form – H by the Liquidator, it is seen that the Corporate Debtor has been completely liquidated and no asset is available as reported by the Liquidator. Accordingly, this Tribunal is of the considered view that as no assets are left with the Corporate Debtor which are required to be disposed of or realized.

13 14 Page of I.A. No. 5743 of 2023 IN C.P. No. 4537 of 2018

30. In view thereof, we are inclined to allow the present application to dissolve the Corporate Debtor under Section 54 of the Code.

ORDER

31. Accordingly, we hereby order for the dissolution of the Corporate Debtor i.e. Infro-Alliance Trading Private Limited with the following directions:

i. The Corporate Debtor stands dissolved from the date of this order. ii. The Liquidator, Mr. Manoj Kumar Jain, is discharged from his duties and responsibilities as the Liquidator of the Corporate Debtor. iii. The Liquidator and the Registry are directed to forward a copy of this Order to the concerned authorities and the Registrar of Companies, Mumbai and to the Insolvency and Bankruptcy Board of India, within 7 days from the date of receipt of this order, for further necessary action as prescribed by the Code.

31. In the result, I.A. No. 5743 of 2023 is hereby allowed and disposed of and C.P.(IB)-4537(MB)/2018 is hereby closed.

Sd/- Sd/- CHARANJEET SINGH GULATI LAKSHMI GURUNG MEMBER (Technical) MEMBER (Judicial) Rajeev, Vaishnavi

14 14 Page of