In the matter of Quantum Concrete LLP

An Application under section 54 of the Insolvency and Bankruptcy Code, 2016 read with regulation 45(3) of the Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations, 2016. In the matter of:

Mr. Vinod Kumar Agarwal. … Operational Creditor Versus Quantum Concrete LLP … Corporate Debtor -And-

In the matter of:

Mr. Sushil Agarwal, Liquidator of In the Matter of Quantum Concrete LLP

… Applicant

Order pronounced on: 22/08/2023 Coram:

Shri Rohit Kapoor, Member (Judicial) Shri Balraj Joshi, Member (Technical)

DIVISION BENCH, (COURT NO.-I) KOLKATA IA (IB) 560/KB/2022 in C.P. No. 1573/KB/2019

Appearances (physically): 1. Mr. Rakhit Lashmani, Advocate } for Applicant/ Liquidator 2. Mr.Siddharth Makkar, Advocate

ORDER

Per: Rohit Kapoor Member (Judicial) 1. This court convened via video conferencing. 2. This is an application filed under section 54(2) of the Insolvency and Bankruptcy Code, 2016 (“Code”) read with regulation 45(3) of the Insolvency and Bankruptcy Board of India [Liquidation Process] Regulations, 2016 (“Liquidation Process Regulations”) by the Liquidator of Quantum Concrete LLP (LLPIN: AAH-0001) (“Corporate “Debtor”) praying for the following reliefs: a) Allow the present application; b) To pass necessary orders under section 54 of Insolvency and Bankruptcy Code, 2016 read with Regulation 45(3)(b) of Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations, 2016 for dissolution of the Corporate Debtor and c) Issue such other necessary orders as may be deemed fit in the matter. 3. This Interlocutory Application is accompanied by an affidavit of the Liquidator on Page No(s). 22-23 of the Application. 4. This Adjudicating Authority vide order dated 01.01.2020, admitted the Corporate Debtor under Corporate Insolvency Resolution Process (“CIRP”) appointing Mr. Satish Patodia as Interim Resolution Professional. Subsequently, the appointment of Mr. Sushil Agarwal, being the Applicant herein, as Resolution Professional, was confirmed vide order dated 22.01.2021 in furtherance of the direction of Hon’ble National Company Law Appellate Tribunal (NCLAT).

DIVISION BENCH, (COURT NO.-I) KOLKATA IA (IB) 560/KB/2022 in C.P. No. 1573/KB/2019

5. Accordingly, an order of liquidation was passed by this Adjudicating Authority on 22.01.2021. Mr. Sushil Agrawal, the applicant, was appointed as the Liquidator of the Corporate Debtor. A copy of the order is annexed and marked as Annexure 11 of the final report which is attached to the instant application as Annexure A. 6. Public announcement of the commencement of liquidation was made in Form ‘B’ in “Business Standard” (English) and “Aajkal” (Bengali) on 26.01.2021 inviting proof of claims from the stakeholders of the Corporate Debtor in the specified forms and Form ‘B’ was also uploaded on the IBBI website. 7. Further, it has been stated in the Petition that after passing of the Liquidation Order, the Applicant has formed the Liquidation Estate. Also, the Liquidator in compliance has filed Form LLP 22 with ROC Kolkata updating the status of the corporate debtor. 8. The Liquidator filed Preliminary Report and Asset Memorandum with Hon’ble NCLT in accordance with Regulation 5 (1) (a) read with Regulation 13 and as per Regulation 5 (1) (b) read with Regulation 34 of the Liquidation Process Regulations, 2016. 9. It is submitted that the Applicant has appointed 2 sets of registered valuers. The average liquidation value arrived by the registered valuers was Rs.32,19,450/-. The valuation reports of all assets of the company are attached as Annexure S of the Final Report which is being submitted along with the application as Annexure A. 10. It is also submitted that the Liquidator further issued sale notice for sale of a set of assets collectively of the Quantum Concrete LLP herein the Corporate Debtor as per the Regulation 32(c) of the Liquidation Regulations, 2016 in the “Financial Express” and “Ekdin” on 23.09.2021 to conduct the Bidding Process as per the Regulation 33 of the Liquidation Regulation, 2016. A copy of the public announcement

1 Page No. 20-25 of the I.A.

DIVISION BENCH, (COURT NO.-I) KOLKATA IA (IB) 560/KB/2022 in C.P. No. 1573/KB/2019 is attached and marked as Annexure L of the Final Report and Annexure A of the application. 11. It is further submitted that upon publication an interest from Mr. Sanjay Kumar was received on which the liquidator conducted the bidding and he was declared as the Successful Bidder on which the Letter of Intent was issued and the same has been accepted by him. 12. It is also submitted that the premises were leased out to the Corporate Debtor as lessee on which the lessors claimed that substantial lease rent is due and payable by the Corporate Debtor though no claim in prescribed form was filed by them in respect of such dues. Further, the lessors with held and seized the assets of the Corporate Debtor including those sold to Mr. Sanjay Kumar, and also did not permit him to take possession of same until and unless the Liquidator succumbs to their extortive demands by paying the sums claimed by them. However, the liquidator filed I.A. 1/KB/2022 seeking relief so that the assets may be handed over by him to the successful bidder, and by the order dated 31st March 2022, the Liquidator was directed to approach the Deputy Commissioner of Police, Rajarhat Police Station with an application seeking the assistance of the police authorities to remove the plant and machinery belonging to the Corporate Debtor. 13. Further, it is mentioned that the liquidator did not have the need to approach the Deputy Commissioner of Police since the Lessors and liquidator have come to an understanding and further lessors thereof have granted access to the assets that belonged to the Corporate Debtor, which were sold to Mr. Sanjay Kumar, the successful bidder. 14. It is further submitted that the total liquidation value of the Liquidation estate is ₹32,19,450/-. 15. The Liquidator distributed the sales realisation as per Section 53 of the Code, 2016. Copy of the receipts and payments and detailed Liquidation Cost as incurred in the matter since the start of liquidation is attached and marked as Annexure-Z of the Final Report which is being DIVISION BENCH, (COURT NO.-I) KOLKATA IA (IB) 560/KB/2022 in C.P. No. 1573/KB/2019 submitted along with this application as Annexure-A and is reproduced on Page No. 17 of the application:

SN Particulars Taxable GST Invoice Amount Value 1 IRP/RP Fees Out of 69,200 - 69,200 Pocket Expenses 2 CIRP Cost incurred 1,81,472 8,100 1,89,572 by IRP like Valuers, Pubic Announcement 3 Expenses incurred 8,08,754 18,669 8,27,424 by Liquidator for public announcement, valuers, e-auction service provider, legal counsel etc 4 Operational 5,69,000 - 5,69,000 Expense of CD like factory rent, electricity, etc. Total 16,28,426 26,769 16,55,196

Particulars Amount Fees Available To Irp And Liquidator Sales Consideration 40,00,000 - Balance Available 23,44,804 -

DIVISION BENCH, (COURT NO.-I) KOLKATA IA (IB) 560/KB/2022 in C.P. No. 1573/KB/2019

IRP Fees 10,50,000 4,30,804 IPE Fees 35,40,000 14,52,425 Liquidator Fee @ 11,25,000 4,61,576 75,000 p.m. Total 57,15,000 18,83,229 % of Fees for IRP and 41.03% Liquidator 16. Further, it is mentioned that in this process, the liquidation cost is more than the realizations as made from sale of assets of the company. Thus the liquidator had called upon the stakeholders to contribute the excess of cost over the realizations. However, none of the stakeholders have contributed towards this excess cost. Hence the liquidator had to make proportionate payments towards fee of the IRP,IPE and himself. It is to be noted that Liquidator has made full payments towards all other costs which form part of the CIRP and Liquidation Costs. 17. It is also submitted that the liquidator has received Rs 4,61,576 (Rupees Four Lakhs Sixty-One Thousand Five Hundred Seventy-Six Only), the proportionate share adjusting of shortfall of fund from the sales realisation as his fee as per Regulation 4 of the IBBI (Liquidation Process) Regulation, 2016. 18. In compliance of Regulation 15 of the Liquidation Process Regulations, the Liquidator has filed five Progress Reports from time to time before the Adjudicating Authority, and the final report disclosing all the material facts and information is annexed as Annexure- A with the application. As per mandatory requirement under regulation 45(3) of the Liquidation Process Regulations, the Liquidator has prepared a compliance certificate under prescribed ‘Form H’ and the same is annexed as Annexure – ‘B’ to the Interlocutory Application. 19. The litigations in the matter have been dismissed at this stage.

DIVISION BENCH, (COURT NO.-I) KOLKATA IA (IB) 560/KB/2022 in C.P. No. 1573/KB/2019

20. It is further submitted that the Applicant in compliance to the Code and its Regulation has discharged his duties diligently and has made several efforts for the maximum realization from the assets of the corporate debtor. That prima facie as there are no other assets of the corporate debtor remaining to be realized. 21. Further, the affairs of the Corporate Debtor were completely liquidated after realising the assets and handing over the certificate of sale and possession to Mr. Sanjay Kumar after complying with the provision of section 53 of the Code in the order of priority as mandated under the Code. Details of realisation and distribution have been specifically mentioned in Form-H. The Account of Liquidation in terms of regulation 45(1) of the Liquidation Process Regulations and details thereof have been attached in the Final Report. 22. Upon hearing the Liquidator and on perusal of the documents annexed to the application, it appears that affairs of the Corporate Debtor have been completely wound up and its assets have been completely liquidated. 23. In view of the above facts and circumstances, there is no impediment to the Corporate Debtor being dissolved, and it is ordered accordingly. The liquidator is directed to apply for the closure of the liquidation bank account of the Corporate Debtor. 24. The Liquidator is further directed to serve a copy of this order upon the Registrar of Companies, Kolkata, immediately and, in any case, within fourteen days of receipt of this order. The Registrar of Companies shall take further necessary action upon receipt of a copy of this order. 25. The Liquidator shall stand discharged from his responsibilities, subject to procedural compliances. 26. I.A. (IB) No. 560/KB/2022 and CP (IB) No. 1573/KB/2019 shall stand disposed of in accordance with the above directions. 27. The Registry is directed to send e-mail copies of the order forthwith to all the parties for information and for taking necessary steps.

DIVISION BENCH, (COURT NO.-I) KOLKATA IA (IB) 560/KB/2022 in C.P. No. 1573/KB/2019

28. Certified copy of this order may be issued, if applied for, upon compliance of all requisite formalities. 29. File be consigned to the record (Balraj Joshi) (Rohit Kapoor) Member (Technical) Member (Judicial)

Order Signed on the 22nd August 2023

A.S. LRA