In the matter of Malayalam Vehicles India Private Limited

IN THENATIONAL COMPANY LAW TRIBUNAL KOCHIBENCH IA(IBC)/Liq/6/ KOB/2025in CP ((1BC) / 55) / K0B / 2024 Inthematter ofM/s Malayalam VehiclesIndiaPrivateLimited ORDER Per: Coram 1. The present application has been filed by the Resolution Professional of the Corporate Debtor, MalayalamVehicles India Private Limited, seeking the following reliefs; a) Pass an orderfor Liquidation ofthe Corporate Debtor under Section 33(2) of the Insolvency and Bankruptcy Code, 20L6; and b) Pass an order to appoint theApplicant, Resolution Professional as Liquidator underSection 34 ofthe Code; and c) Pass such other order(s)thatthis Hon'ble Tribunal may deem fit in thefact and circumstances ofthe case.

Brief facts as stated in the application: 2. Applicant/RP stated that this Tribunal, vide order dated 04.04.2025 in CP(IBC)/55/KOB/2024, admitted the Corporate Debtor, Malayalam Vehicles India Private Limited, for initiating the Corporate Insolvency Resolution Process under Section 10 of the Insolvency and Bankruptcy Code, 2016 ("IBC"), in an application filed by the Corporate Debtor, and appointed Mr.Jayaprakash M.D. as the Interim Resolution Professional. 3. Applicant further statedthat the IRP made a public announcement inviting claims on 07.04.2025, and based on the claims received, the IRP has constituted the Committee of Creditors under Section 22 of the IBC on 26.04.2025.

4. Applicantstated that the IRP has convened the firstmeeting ofCOC on 2nd May 2025, and in the said meeting, the RP was not appointed; IRP

IN THENATIONAL COMPANY LAW TRIBUNAL KOCHI BENCH IA (IBC)/Liq/6/ KOB/2025inCP ((1BC) / 55) / K 0B / 2024 Inthe matter ofM/s Malayalam VehiclesIndiaPrivateLimited continued performingthe function ofthe RP under Regulation 17(3) ofthe IBBI (CIRP) Regulations, 2016. 5. The dates and events subsequent to initiation of Corporate Insolvency Resolution Process of the Corporate Debtor as mentioned in the application follows: are as - List of Dates and Events

Date Event NCLT Kochi admits CPOBCVS5/KOB/2024 under 0404.2025 Section IO IBC and appointed MT, Jayaprakash M,DO as IRP. 07.04.202S IRP Eliade the Public announcement and invited c;lairnsw 260412025 COC was constituted. IRP filed theReport certifying theConstitutionOf the COC and 30,042025 List ofCreditorsto Hon NCLT. stCOC meetingconvened IRP issued, the lavitation for Expression or Interest 04.062025 submission of' ResolutionPlan (äEoIWl 21.059025 '2nd COC meeting;proposal for RPappointment not approved, 3a-dCOC meeting; RPappointment not discussed* 4th COC meeting; CeC resolved With 78.28% votes, to appoint 25.06.2025 Mr. P. Balasubramanian„ theapplicanthereifi asRP, The IRP reissued, the Imitation for Interest for 080072025 submission Of ResolutionPlan in Form G lüEOI") Last datefor receipt otthe expression o interest (EOI)- NoEOI received. NCLT Kochi passed order in IA(1BCJ/279/KOB/2025 23-07.2025 confirmingappointment efBalasubramanian as RPs 5th COC meeting; status of CIRP discussedi COC noted failure os.og.2t.ns ofEOIs- 6th COC meeting; COC resolved •with 89.07% votes toliquidate 22.08.2025 theCorporate Debtor and toappoint RPas Liquidator. Presentapplication is filed this Tribune] under 3009,2025 Section 3312)Of IBC for initiatingLiquidationOfthe Corporate Debtor

KOCHIBENCH IA(IBC)/Liq/6/KOB/2025in cp ((1BC) / 55) / K0B / 2024 In the matterofM/ s Malayalam VehiclesIndiaPrivateLimited

6. Applicant further stated that the Corporate Debtor was incorporated on 12.04.2017 and was a dealer of Tata Motors Limited for passenger vehicles. The dealership was cancelled prior to the initiation ofCIRP.It has two retail showrooms at Aluva and Vyttila, and a service center at Vazhakalain a rented premise, along with a yard at Panangad. The service center was acquired for metro development. The major assets of the Corporate Debtor are vehicles and a residential flat, which is charged to one ofthe financial creditors. Since rent had not been paid for the last one and a halfyears, the RP moved the vehiclesto a yard at Panangad from the Vyttilaand Aluva showrooms.

7. Applicant stated that the erstwhile IRP has appointed Registered valuers to conduct the valuation ofthe assets ofthe CD, and the valuation process is underway and will be completed. The RP, upon his appointment, with the permission ofthe Corporate Debtor requested the Registered Valuers to complete the Valuation of all the assets of the Corporate Debtor. The Registered Valuers are currently in the process of Valuation of assets of the Corporate Debtor. 8. Applicant further stated that on 04.06.2025, the IRP invited the first expression ofinterest to submit the Resolution Plan in Form G. However, no response was received to the said EOI. On 08.07.2025 the IRP further issued another EOI in Form -G for submissionofthe Resolution Plan, and the Last date for receipt ofthe expression ofinterest was on 22.07.2025. However, no response was received to the second EOI. 9. Applicantstated that on 25th June2025, the COC convened its 4th meeting and in the said meeting, it was resolved to appoint Mr. P.

IN THENATIONAL COMPANY LAW TRIBUNAL KOCHI BENCH IA(IBC)/Liq/6/ KOB/2025in CP (CIBC) / 55) /K0B / 2024 Inthematter ofM/ s Malayalam VehiclesIndiaPrivateLimited Balasubramaniam, this applicant, as the Resolution Professional (RP) for conducting the CIRP. Further,this Tribunal vide order dated 23.07.2025 in in the appointment ofthe RP.

10. The Applicant further stated that the fifth meeting ofthe COC was held on 08.09.2025, wherein the representative from KarurVysya Bank reiterated their stance on recommending liquidation due to the lack of any viable resolution plan or expressions of interest received, a position they had maintained since the first COC meeting. Other COC members, including Tata Capital and State Bank of India, noted the need for internal consultations before taking a final decision. Tata Capital requested more clarity and discussion before proceeding, and State Bank of India emphasised that formal voting would be necessary, with at least 15 days' time required to secure necessary approval from their management. 11. Applicant stated that the 6th COC held on 22.08.2025 with 89.07 % votes, resolved to liquidate the CD and authorised the RP to file an application for Liquidation under Section 33(2) of the Insolvency and Bankruptcy Code, 2016. It was furtherresolved to appoint the Resolution Professional as the Liquidator ofthe Corporate Debtor. The said resolution, as agenda Item No. 6 is as follows: -

AGENDA ITEM NO, 6 TO APPROVE FOR LIQUIDATION OF THE CORPORATE DEBTOR Accordingly, the RP proposed the following resolution for the Committee to deliberate on the same and accord its approvalfor

KOCHI BENCH IA (IBC)/Liq/6/ KOB/2025in cp ((1BC) / 55) /K0B /2024 In the matterofM/s Malayalam Vehicles India PrivateLimited initiation of the liquidation process under Section 33(2) ofthe Code, the appointment ofRP as Liquidator: "RESOLVED THATpursuant to Section 33(2) ofthe Insolvency and Bankruptcy Code, 2016, the Committee of Creditors of Malayalam VehiclesIndia Private Limited ("Corporate Debtor") hereby resolves to initiate the liquidation process of the Corporate Debtor. RESOLVED FURTHER THAT Mr. Balasubramanian P, the Resolution Professional("RP") appointed for the Corporate Debtor, be and is hereby appointed as the Liquidator of the Corporate Debtor to carry out the liquidation process in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016, and other applicable laws and regulations. RESOLVEDFURTHER THAT the Resolution Professionalbe and is hereby authorized to file an application before the Adjudicating Authority (National CompanyLaw Tribunal, Kochi Bench under Section 33(2) of the Insolvency and Bankruptcy Code, 2016, to obtain necessary ordersfor the liquidation ofthe Corporate Debtor. RESOLVEDFURTHER THAT the Resolution Professionalbe and is hereby authorised to do such other acts, deeds, and things as may be necessaryor incidental to give effectto this resolution." 12. The above resolution was passed by the COC with 89.07 % votes, which is more than the requisite majority of66% and hence, approved. 13. It is submitted that the fee ofthe Liquidatorhas been discussed in Agenda No.7 as follows:

TO FIX THEFEE PAYABLE TO THE LIQUIDATOR 'RESOLVED THAT the consent of the Committee be and is hereby accorded tofix thefollowingfeeto the Liquidator in the eventan order

IN THENATIONAL COMPANY LAWTRIBUNAL KOCHIBENCH IA (IBC)/Liq/6/ KOB/2025inCP ((1BC) / 55) /K0B /2024 In the matterofM/ s Malayalam VehiclesIndia PrivateLimited for Liquidation is passed under Section 33 of the Insolvency and Bankruptcy Code,20166"Code"):

Perlod Fee INR 1, 000 (Rupees One Lakh a) theperiod, ifany, usedfor only)plus applicable GSTand out compromise or ofpocketexpenses at actuals arrangementundersection 230 ofthe Companies Act, 2013; INR 1, OOO(Rupees oneLakh b) theperiod* ifany, usedfor only)plus applicable GSTand out saleunderclauses (e) and ofpocketexpenses at actuals C) ofregulation 32 ofthe Insolvency andBankruptcy BoardofIndia (Liquidation Process)Regulations, 2016; and TNR 1, 00, OOO(Rupees oneLakh c) the balance period of only)plus applicableGSTand out liquidation ofpocketexpenses at actuals

14. The above resolution was passed by the COC with 89.07 % votes, which is more than the requisite majority of66% and hence, approved. 15. In accordance with Regulation 39B (3) ofthe CIRP Regulations, where the estimated value of the liquidation assets is less than the estimated liquidation costs, the Committee shall approve a plan providing for contributionto meet the differencebetweenthe two. The RP apprised the COC that the valuation ofthe assets ofthe Corporate Debtor is currently underway and will be completed at the earliest. Upon completion, the same shall be shared with the Committee. Accordingly, a resolution regarding the same was discussed as Item No. 9; however, only 50.88% voting was recorded, and the COC rejected the resolution.

KOCHI BENCH IA (IBC)/Liq/6/KOB/2025in C? ((1BC) / 55) /K0B / 2024 In the matter ofM/s Malayalam VehiclesIndia PrivateLimited 16. It is stated that under Regulation 39BA ofthe IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016, while recommending liquidation under Section 33 of the Insolvency and Bankruptcy Code, 2016, the COC is required to examine whether a compromise or arrangement under Regulation 2B(1) of the IBBI (Liquidation Process) Regulations, 2016 may be explored, and where such a recommendation is made, the RP and the COC shall continue to evaluate the feasibility ofsuch compromise or arrangement during the period when the application for liquidation is pending before the Adjudicating Authority. However, 88.61% votes were received forthe resolution, and the COC approved the resolution for compromise as Item No. 14 in the seventh meetingminutes ofthe COC. 17. It is submitted that as per Regulation 39C(1) of the Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations, 2016, the Committee of Creditors (COC), while deciding to liquidate the Corporate Debtor, may recommend that the Liquidator may first explore the sale of the Corporate Debtor as a going concern under clause (e) ofRegulation 32 of the Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations, 2016, or sale of the business of the Corporate Debtor as a going concern under clause (f) thereof, if an order for liquidation is passed under Section 33. It is submitted that the Resolution Professional shall submit the recommendation of the Committee under sub-regulations (1) and (2) to the Adjudicating Authority while filing the approval or decision of the Committee under Section 30 or 33.

IN THENATIONAL COMPANY LAW TRIBUNAL KOCHIBENCH IA(IBC)/Liq/6/ KOB/2025 in CP ((1BC) / 55) / K 0B / 2024 In the matterofM/ s Malayalam VehiclesIndiaPrivateLimited 18. Accordingly, a resolution was proposed for voting as "AGENDA ITEM NO.II, TO APPROVE THE SALE OF CORPORATE DEBTOR AS A GOING CONCERN " But the said resolution discussed as Item No.1 1 was rejected by the COC, as the voting received for the said resolution was only 37.94 % votes, which is less than the requisite majority of 66 % hence the resolution was rejected. 19. It is submitted that under Section 34 of the Insolvency and Bankruptcy Code, 2016, where the Adjudicating Authority passes an order for liquidation of the Corporate Debtor under Section 33, the Resolution Professionalappointed for the Corporate Insolvency Resolution Process shall, subject to submission of a written consent by the Resolution Professionalto the Adjudicating Authority,act as the Liquidator for the purpose of liquidation. It is submitted that the COC has approved the resolutionto appoint the Resolution Professional as the Liquidatorwith 89.07% votes. It is further submitted that the Applicant has filed his written consent to actas the Liquidatorand prays thatthis Tribunal may appoint the Applicant as Liquidator under Section 34 ofthe Insolvency and Bankruptcy Code, 2016. 20. It is further stated that the Hon'ble National Company Law Tribunal Principal Bench in ManishJaju vs. COC ofRajesh Landmark Projects Rrt Ltd and Anr (2025) ibclaw.in 765 NCLAT held that:- 18. Insolvencyprofessionalfunctionsunder regulatory control of the IBBI hence Section 34(4) the board has been given right to recommendforreplacement ofthe RP. The rightgivenfor board to recommend the replacement ofthe RP underSection is right to recommend the replacement of a resolution professional ie., resolution professional ofthe corporate debtor

KOCHI BENCH IA (IBC)/Liq/6/KOB/2025in CP ((1BC) / 55) /K 0B / 2024 In the matter offrf/s Malayalam VehiclesIndia PrivateLimited with regard to whom liquidation order has been passed. The decision to recommend for replacement has to be qua the particular RP which may be due to work and conduct ofthe RP, which is under constant monitoring and gaze ofthe IBBI. The power under Section 34(4)(b) cannot be exercised by the board to take a decision that in all cases ofliquidation, IRP and RP be not appointed as liquidator. The power envisagesunder Section is a powerto recommend replacement oftheparticular RP on thefacts specific to that particular RP and that is not a general power which can be exercised by the boardfor passing the circular dated 18.07.2023, as has been brought on the record. In event, it is accepted that IBBI has power to issue general circularin exercise ofpowerunderSection 34(4)(b) that in all cases of liquidation, IRP and RP be not appointed, this power clearly militates against the legislative scheme as contained in Section 34(1). Legislature while giving power to board underSection contemplated recommendation by boardfor replacement particular RP not the said power has to be exercised qua a particular RP in the CIRP ofthe corporate debtor on account ofworkand conduct ofthatparticularRP and the power underSection 34(4)(b) cannot be exercised to issue a general circular as issued by the IBBI on 18.07.2023, which is contraryto scheme underSection 34(1). IBBIhas misinterpreted the powergiven to the IBBI under Section 34(4)(b). 21. In the result, M/s. Malayalam Vehicles India Private Limited, the Corporate Debtor,the order for the appointment ofthe Liquidatoris being passed. 22. From the above facts and circumstances, considering the decision taken by the COC ofthe Corporate Debtor, this Adjudicating Authority deems it fit to order Liquidation of the Corporate. Accordingly, we order the liquidation of the Corporate Debtor by appointing Mr. Balasubramanian, Resolution Professional of Malayalam Vehicles India Private Limited. Door No.3 &4,157 E Ground Floor, Mahathma

IN THENATIONAL COMPANY LAW TRIBUNAL KOCHIBENCH IA (IBC)/Liq/6/ KOB/2025 in CP ((1BC) / 55) / K 0B /2024 In the matter ofM/ s Malayalam Vehicles IndiaPrivateLimited Gandhi Road, Bharathi Nagar, Karur- 639 002 as the Liquidators to carry out the liquidation process and He also provided written consent for his appointment as liquidator,as required under Section 34(1) ofthe Code, which is annexed as Annexure Subjectto the following terms/directions: -

23. The Liquidatoris directed to forthwith take into his custody all the assets, properties, and actionable claims of the corporate debtor and take necessary steps to ensure the preservation, protection security, and maintenance ofthose properties as providedunder section 35(1)(b) & (d) ofIBC 2016. 24. The Liquidator is directed to adhere to Section 33(1) (ii) & ; (iii)and discharge his powers and duties as specified under Section35 to 41 ofIBC, 201and meticulously adhere to the Rules and Regulations issued by IBBI in this regard from time to time. 25. Public Notice as contemplated under section 33(1) of the Code shall be issued in one morning, English daily,and in one-morning regional language newspapers. 26. All the powers of the Board of Directors ofthe Corporate Debtor and its key managerial personnel, shall cease to exist in accordance with Section 34 (2) of the Code. These powers shall henceforth vest in the Liquidator. The personnel of the Corporate Debtor shall extend all assistance and cooperation to the Liquidatoras may be required by him inthe Liquidation process ofthe Corporate Debtor.

KOCHI BENCH IA(IBC)/Liq/6/ KOB/2025in CP ((1BC) / 55) / K 0B / 2024 In thematterofM/ s Malayalam VehiclesIndiaPrivateLimited 27. 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 libertyto the liquidator to institute a suit or other legal proceeding on behalf of the Corporate Debtor with prior approval ofthis Adjudicating Authority,as provided in section 33(5) ofthe Code read with its proviso. 28. In accordance with section 33(7) ofthe Code, this liquidation order shall be deemed to be a notice of discharge to the officers, employees, and workmenofthe Corporate Debtor, except to the extent that the business of the Corporate Debtor continued during the liquidation process by the liquidator. 29. In terms of Section 33(1) (b) (iii), the Liquidator shall file a copy of this Order with the Registrar of Companies, Kerala, within whose jurisdiction the Corporate Debtor is registered. 30. The fee ofthe Liquidatoris fixed by the 6th COC with 89.07 % votes 31. As per Regulation 13 of Insolvency and Bankruptcy Board of India (Liquidation Process) Regulation,2016, the liquidator shall submit a preliminary report to the Adjudicating Authority within 75 days from the liquidation commencement date providing various details/informationas mentioned in the said regulation. 32. In view of the above direction, this application bearing IA(IBC)(Liq.)/6/KOB/2025 is allowedand disposed ofaccordingly.

IN THENATIONAL COMPANY LAW TRIBUNAL KOCHI BENCH IA (IBC)/Liq/6/KOB/2025in CP ((1BC) / 55) /K0B /2024 In the matterofM/ s Malayalam VehiclesIndiaPrivateLimited 33.The Registry is hereby directed to send e-mail copies of this order forthwith to all the parties and their counsel for information and for taking necessary steps. 34.Let the certified copy of the order be issued upon compliance with the requisite formalities.

35. File be consigned to records.

Sd/- MADHU SINHA VINAY GOEL (MEMBERTECHNICAL) (MEMBERJUDICIAL)

Signed this the 31st day ofOctober,2025 on Reshma/Steno Ce Sd Copy-

DeputyfieÖistrar Tribunal tyat'onal Company Law

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