In the matter of Oxygen Lifeline Retail Private Limited

NATIONAL COMPANY LAW TRIBUNAL INDORE BENCH COURT NO. 1 ITEM No.204 IA/321(MP)2023 in C.P.(IB)/12(MP)2021 Order under Section 54 IBC IN THE MATTER OF: Navin Khandelwal, Liquidator of Oxygen Lifeline Retail Pvt Ltd ........Applicant V/s HDFC Bank Ltd & Ors ........Respondent Coram: Hon’ble Shri Brajendra Mani Tripathi, Member (J) Hon’ble Shri Man Mohan Gupta Member (T)

PRONOUNCEMENT OF ORDER Delivered on 15/05/2026

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

Sd/- Sd/- MAN MOHAN GUPTA BRAJENDRA MANI TRIPATHI MEMBER (TECHNICAL) MEMBER (JUDICIAL) Tomar

NCLT Indore Bench I.A. No. 321 of 2023 Date of Order: 15.05.2026 THE NATIONAL COMPANY LAW TRIBUNAL INDORE BENCH IA No. 321 OF 2023 in CP(IB) 12 of 2021 [Application under 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 and Rule 11 of the National Company Law Tribunal Rules, 2016]

IN THE MATTER OF CP (IB) - 12(MP)/2021:

HDFC Bank Limited & Others … Financial Creditor / Respondents v. Oxygen Lifeline Retail Private …. Corporate Debtor Limited

AND IN THE MATTER OF IA No. 321 of 2023:

Mr. Navin Khandelwal Liquidator …. Applicant/Liquidator of Oxygen Lifeline Retail Private Limited

HON’BLE SH. BRAJENDRA MANI TRIPATHI, MEMBER (J) HON’BLE SH. MAN MOHAN GUPTA, MEMBER (T)

Order Pronounced on 15.05.2026

Appearance: For the Applicant : Mr. Vishal Raval, Adv a.w. Mr. Navin Khandelwal, (Liquidator) For the Respondent : Mohd. Zeeshan Khan, Adv

NCLT Indore Bench I.A. No. 321 of 2023 Date of Order: 15.05.2026

1. IA No. 321 of 2023 is an application for dissolution of the Corporate Debtor M/s Oxygen Lifeline Retail Private Limited (CD) filed by the Liquidator, Mr. Navin Khandelwal, under Section 54 of the Insolvency and Bankruptcy Code, 2016 (IBC/Code) read with Regulation 45 of the Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations, 2016 (Liquidation Process Regulations). The prayers sought in the Application are as follows:

(a) Allow dissolution of the Corporate Debtor under Section 54(2), IBC, 2016; (b) Pass such other or further order(s) as may be deemed fit and proper in the facts and circumstances of the instant case.

Brief facts of the case as stated in the application: As submitted by the parties in the pleadings and submissions made in the court, the following are the relevant facts of the case:

2. M/s Oxygen Lifeline Retail Private Limited (CIN: U52601MP2017PTC044064), the Corporate Debtor, was incorporated on 01.09.2017 and is registered with the Registrar of Companies, Gwalior. The CD was admitted into Corporate Insolvency Resolution Process (CIRP) by this Adjudicating Authority in C.P.(IB)/12(MP)/2021 vide order dated 07.10.2021. Subsequently, the CD was admitted into liquidation under Section 33 of the Code vide order dated 22.09.2022 (date of order received: 30.09.2022). Mr. Navin Khandelwal (IBBI Registration No. IBBI/IPA-001/IP-P00703/2017-2018/11301) was appointed as the Liquidator.

3. Pursuant to the Liquidation order, the Applicant/Liquidator carried out the liquidation process of the CD in compliance with the Code and Regulations.

NCLT Indore Bench I.A. No. 321 of 2023 Date of Order: 15.05.2026 4. In compliance with Regulation 12(1) of the Liquidation Process Regulations, the Liquidator made a Public Announcement in FORM-B dated 03.10.2022 for submission of claims. The Liquidator also intimated the Information Utility on 03.10.2022 about the commencement of the liquidation proceedings.

5. The claims received from the creditors were collated and verified by the Liquidator. In compliance with Regulation 31A of the Liquidation Process Regulations, the Stakeholders Consultation Committee (SCC) was constituted on 26.11.2022. The list of stakeholders was submitted to the Adjudicating Authority on 12.12.2022. The details of the claim of the creditors admitted are as follows:

Name of Creditor Amount Amount Voting Claimed Admitted 7,45,28,124 7,45,28,124 66.97% Financial Creditor (HDFC Bank) 1,89,44,312 Nil - Operational Creditor (Govt Dues) 6,80,34,368 3,67,63,463 33.03% Operational Creditors (Other than Workmen & Govt Dues) Nil Nil Workmen - Nil Nil Employees -

6. In compliance with Regulation 35(2) of the Liquidation Process Regulations, registered valuers were appointed on 02.03.2023 for carrying out the valuation of the assets of the CD. The details of the assets are as follows:

NCLT Indore Bench I.A. No. 321 of 2023 Date of Order: 15.05.2026

Sr. Asset Mode of Liquidation Realisation Date of No. Sale Value (Rs.) Amount Transfer (Rs.) 1 Audi A6 E-Auction 21,71,000 21,28,254 01.07.2023 (Reg. No. MP09JJ2999) 2 Tata Hexa XT E-Auction 7,49,000 7,49,000 28.07.2023 (Reg. No. MP09CY2000) Total 29,20,000 28,77,254

7. The Liquidator published public e-auction notices on 31.03.2023 (Round 1) and 13.05.2023 (Round 2) for the disposal of the assets of the CD. Pursuant to the said notices, the two motor vehicles — Audi A6 and Tata Hexa XT — were successfully auctioned on 08.06.2023 and the sale proceeds were deposited into the liquidation account.

8. The Liquidator convened 7 SCC meetings during the liquidation process of the Corporate Debtor. In the said meetings, the stakeholders were duly apprised regarding the progress of the liquidation process, and all issues pertaining to the same were duly deliberated and discussed. The 7th SCC meeting held on 08.08.2023 resolved that the liquidation process be concluded and that an application for dissolution of the Corporate Debtor be filed before this Adjudicating Authority. The said resolution was passed with requisite majority of 66.97%.

9. In the 7th SCC meeting held on 08.08.2023, the SCC resolved to authorise the Liquidator to file an application for dissolution of the Corporate Debtor. Accordingly, the present application IA No. 321 of 2023 was filed for the dissolution of the CD.

NCLT Indore Bench I.A. No. 321 of 2023 Date of Order: 15.05.2026 Details relevant for considering the dissolution application of the CD:

10. The Liquidation period commenced on 22.09.2022. As per Regulation 44 of the Liquidation Process Regulations, the liquidation shall be completed within 1 year. The present dissolution application has been filed before the expiry of the period of one year from the commencement of liquidation and no extension of the liquidation period has been sought by the Liquidator.

11. In compliance with Regulation 15(1)(a) of the Liquidation Process Regulations, the Liquidator has submitted quarterly progress reports for every quarter post-commencement of liquidation, which were duly filed and taken on record by this Adjudicating Authority. The details are as follows:

Quarter Period Ending Date of Submission Q-1 (FY-1) Not applicable 15.10.2022 (commenced mid-quarter) Q-2 (FY-1) 31.12.2022 15.10.2022 Q-3 (FY-1) 31.03.2023 14.01.2023 Q-4 / Audit 30.06.2023 15.04.2023 Q-1 (FY-2) 30.09.2023 15.07.2023 (with Asset Sales Report)

12. Pursuant to Regulation 41 of the Liquidation Process Regulations, the Liquidator opened a liquidation bank account with HDFC Bank, Trade House Branch, South Tukoganj, Indore, details of which are as follows:

NCLT Indore Bench I.A. No. 321 of 2023 Date of Order: 15.05.2026 Account Name: M/s LIQUIDATION OF A/C OXYGEN LIFELINE RETAIL PVT. LTD. Bank & Branch: HDFC Bank, Trade House Branch, South Tukoganj, Indore – 452 001 Account Number: 50200065170168 IFSC Code: HDFC0000036 13. The Liquidator submits that the above liquidation bank account has been closed after completion of the liquidation process. A Bank Closure Certificate dated 13.02.2026 is annexed to the additional affidavit filed by the Liquidator, confirming closure of the said account. The closing balance of the account as on the date of closure was NIL.

14. In accordance with the Liquidation Process Regulations, the Liquidator maintained a detailed record of all receipts and disbursements during the course of the liquidation. The audited and certified Statement of Receipts and Payments for the period from the date of commencement of liquidation i.e., 22.09.2022 to 05.02.2026, as certified by M/s Anurag Ahuja & Associates, Chartered Accountants, Jabalpur (UDIN: 26433859NGMYQT3825), is as follows:

Receipts Amount (Rs.) Payments Amount (Rs.) & Distribution Opening Balance — Bank Charges 4,484 (Bank) Realisation from sale of assets 28,77,254 Refundable 1,62,800 (Audi EMD Refund A6 & Tata Hexa XT) Refundable EMD 1,62,800 Liquidator's 1,77,000 received Fees

NCLT Indore Bench I.A. No. 321 of 2023 Date of Order: 15.05.2026 Liquidation 2,87,854 Costs (other professionals etc.) Unpaid CIRP 8,916 Expenses HDFC Bank 5,88,802 (Towards CIRP CoC Contribution) HDFC Bank 18,10,198 (Secured Creditor u/s 53(1)(b)(ii) for CIRP cost) TOTAL 30,40,054 TOTAL 30,40,054

15. The details of the amount distributed to the stakeholders as per Section 52 or 53 of the Code are as follows: Sr. Stakeholders u/s Amount Amount Amount % of 53(1) Claimed Admitted Distributed Claim (Rs.) (Rs.) (Rs.) 1 (a): CIRP Costs — — 5,97,718 100% (2a ): Liquidation Costs — — 4,69,338 — 3 (b)(i) Nil Nil Nil 0% 6 Secured Financia l 7,45,28,12 4 7,45,28,124 18,10,198 2.43% Creditor (HDFC Bank) 7(e )(i) Statutory/Govt. 8,11,480 8,11,480 Nil 0% Dues (Income Tax – AY 2019-20) 8–11 (e)(ii), (f), (g), (h) Nil Nil Nil 0% Total 28,77,254

NCLT Indore Bench I.A. No. 321 of 2023 Date of Order: 15.05.2026

The Liquidator submits that the entire realisation from the sale of the two vehicles has been distributed to the stakeholders in accordance with Section 53 of the Code. There are no further realisable assets of the CD. The applicant appraised as per the Form H dated 06.02.2026 that he has realized the sum of Rs. 28,77,253 (Rupees Twenty-Eight Lakhs Seventy-Seven Thousands Two hundred & Fifty-Three Only). The applicant distributed Rs. 28,77,253/- in accordance with Section 53 of Insolvency and Bankruptcy Code, 2016. The Applicant has submitted the Proof of distribution of amount within 90 days from the receipt of realisation:

NCLT Indore Bench I.A. No. 321 of 2023 Date of Order: 15.05.2026 16. The details of the asset disposal status as averred in the application are as follows:

(i) The Corporate Debtor had two movable assets — an Audi A6 car and a Tata Hexa XT car. Both have been successfully sold through e-auction proceedings conducted on 31.03.2023 and 13.05.2023 respectively, and the sale proceeds deposited into the liquidation account.

(ii) The Income Tax Department, through its Senior Standing Counsel, has reported an outstanding demand of Rs. 8,11,480/- for Assessment Year 2019-20 under Section 143(1a) of the Income Tax Act dated 01.05.2020. The Liquidator has intimated the Income Tax Department and GST/VAT authorities on 25.09.2023.

(iii) There are no other assets — movable or immovable of the Corporate Debtor remaining to be liquidated. There are no pending avoidance transactions or litigation filed by or against the Corporate Debtor.

17. The Compliance Certificate in Form H, as per Regulation 45(3) of the Liquidation Process Regulations, has been prepared and filed along with the present application (revised Form H dated 06.02.2026). The said compliance certificate, as certified by Mr. Navin Khandelwal, Liquidator, confirms compliance with all

NCLT Indore Bench I.A. No. 321 of 2023 Date of Order: 15.05.2026 material requirements under the Code and Liquidation Process Regulations. The key compliance particulars are as follows:

NCLT Indore Bench I.A. No. 321 of 2023 Date of Order: 15.05.2026

NCLT Indore Bench I.A. No. 321 of 2023 Date of Order: 15.05.2026

NCLT Indore Bench I.A. No. 321 of 2023 Date of Order: 15.05.2026

NCLT Indore Bench I.A. No. 321 of 2023 Date of Order: 15.05.2026

NCLT Indore Bench I.A. No. 321 of 2023 Date of Order: 15.05.2026

18. In compliance with the applicable statutory requirements, the Liquidator intimated the following statutory authorities regarding the commencement of the liquidation proceedings:

(a) Income Tax Department — intimated on 25.09.2023

NCLT Indore Bench I.A. No. 321 of 2023 Date of Order: 15.05.2026 (b) GST/VAT Authorities — intimated on 25.09.2023

19. On 10.02.2026, this Adjudicating Authority, upon hearing the parties, raised a query regarding the Balance Sheet of the Corporate Debtor and directed the Liquidator to place the same on record. Subsequently, the Liquidator filed an additional affidavit dated 19.02.2026 annexing the Company Master Data, audited Financial Statements for FY 2018-19, valuation reports, copy of the NCLT order dated 05.05.2022 along with related documents from the Office of the Jail Superintendent, District Jail Indore (M.P.), minutes and e-voting results of the 7th SCC meeting held on 08.08.2023, copy of the e-auction notice dated 13.05.2023 along with the auction result, and the Bank Closure Certificate dated 13.02.2026.

20. The Liquidator further filed an affidavit dated 07.02.2026 placing on record a revised Form H dated 06.02.2026 and the audited Receipt and Payment Account for the entire liquidation period from 22.09.2022 till 05.02.2026, along with the bank statement of the liquidation account confirming a NIL closing balance.

21. Respondent No. 1 (HDFC Bank Limited) is a member of the SCC and has not filed any separate reply to the present application. The Learned Counsel for Respondent Nos. 2 and 3 appeared and submitted that they have no objection to the present application filed by the Applicant and do not wish to file any reply. The right of Respondent Nos. 2 and 3 to file a reply was accordingly closed vide order dated 10.02.2026.

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

NCLT Indore Bench I.A. No. 321 of 2023 Date of Order: 15.05.2026

Observation and Analysis: 23. We have gone through the present Application filed by the Liquidator praying for closure of the liquidation process 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.

24. That the Applicant/Liquidator has filed the application along with various documents and reports which were required to be submitted as per the provisions of IBC, 2016, read with the relevant regulations.

25. That the liquidation process was concluded within the stipulated timeline of one year from the commencement of liquidation and no extension of the liquidation period was required to be sought.

26. That the Corporate Debtor had two movable assets — an Audi A6 and a Tata Hexa XT — which have been successfully sold through e-auction proceedings and the entire sale proceeds amounting to Rs. 28,77,254/- have been realised and distributed to the stakeholders in accordance with Section 53 of the Code.

27. That as per the record submitted by the Liquidator, there are no remaining assets of the Corporate Debtor, which can be further liquidated or distributed to the stakeholders. The liquidation bank account has been closed, and the bank closure certificate dated 13.02.2026 has been placed on record.

28. That there are no pending avoidance transactions, litigation, or any other undischarged matters before any Court or Tribunal relating to the Corporate Debtor as on date, as certified by the Liquidator in Form H.

NCLT Indore Bench I.A. No. 321 of 2023 Date of Order: 15.05.2026 29. That the Compliance Certificate in Form H, as required under Regulation 45(3) of the Liquidation Process Regulations, has been submitted. All compliances under the Code and Liquidation Process Regulations have been duly made.

30. It is relevant to mention Section 54 of the IBC, 2016, and Regulation 45 of the 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.

(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.

NCLT Indore Bench I.A. No. 321 of 2023 Date of Order: 15.05.2026 (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)."

31. From the 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 Liquidator has furnished his Final Report and Form H to support the same.

32. Since in the instant case, there are no remaining assets of the Corporate Debtor which need to be liquidated, and all the requirements of Section 54 read with Regulation 45 of the IBBI (Liquidation Process) Regulations, 2016 have been fulfilled, we are inclined to allow the present Application under Section 54(2) of the IBC, 2016.

33. We take note of the submission made by the Income Tax Department that an outstanding demand of Rs. 8,11,480/- for AY 2019-20 remains. However, since the liquidation estate has been fully distributed in accordance with the priority prescribed under Section 53 of the Code, and there are no remaining assets, this shall not constitute an impediment to the dissolution of the Corporate Debtor.

34. Thus, we are of the view that there is no impediment to allowing the dissolution of the CD. Therefore, we are inclined to allow the present Application.

NCLT Indore Bench I.A. No. 321 of 2023 Date of Order: 15.05.2026 Order:

35. 35. The Corporate Debtor, Oxygen Lifeline Retail Private Limited (CIN No. U52601MP2017PTC044064) stands dissolved from the date of this order as per the Section 54 of the Insolvency and Bankruptcy Code, 2016 36. The Registry is directed to send a copy of this order passed under Section 54(2) to the Registrar of Companies, Gwalior (with which the Corporate Debtor is registered), and to the IBBI within seven days from the date of this order. 37. With the above directions IA 321(IND)2023 in CP (IB) 12/NCLT/IND/2021 stands disposed of.

Sd/- Sd/- MAN MOHAN GUPTA BRAJENDRA MANI TRIPATHI (MEMBER TECHNICAL) (MEMBER JUDICIAL) Vanshika-LRA