In the matter of ROOFCO TRADING COMPANY PRIVATE LIMITED
- CitationCP(IB)/33/KOB/2025
Ratio decidendi
The rule this decision rests on
A corporate debtor's application under Section 10 of the Insolvency and Bankruptcy Code, 2016 may be admitted where the Adjudicating Authority finds that a debt exists, that the corporate applicant has committed a default in respect of it, and that the application contains the particulars required under Section 10 and meets the default threshold under Section 4; the Authority's enquiry at this stage is confined to whether the application is complete, namely whether it includes the books of accounts and other documents, the particulars of the proposed Interim Resolution Professional, and a special resolution of shareholders passed by at least three-fourths of the total number. An application under Section 10 that has been withdrawn on technical grounds, with liberty granted to file a fresh application on the same cause of action, is not a bar to entertaining a fresh application on the same cause of action. The pendency or payment of a dues of a single financial creditor that is small in comparison to the aggregate default does not affect the merits of an application under Section 10 where the default otherwise stands established.
Written by Miss Lucy from the judgment below, not taken from a headnote.
Judgment
As delivered
IN THE NATIONALCOMPANY LAWTRIBUNAL KOCHI BENCH CPOBC)/33/KOB/2025 InthematterofROOFCOTradingCompany PrivateLimited ORDER 1. This petition has been filed under Section IO of the Insolvency & Bankruptcy Code, 2016 read with Rule 7 of the Insolvency and Bankruptcy (Application to Adjudicating Authority) Rules, 2016 for initiation of Corporate Insolvency Process in respect of the Corporate Applicant, ROOFCO TRADING COMPANY PRIVATELIMITED. The prayer made is to admit the Application, to initiate the Corporate Insolvency Resolution Process against the Corporate Applicant, declare moratorium and to appoint an InterimResolution Professional (IRP). 2. Part I of the application sets out the details of the Corporate Debtor is a Private Limited Company with Corporate Identification Number: U51432KL2004PTC017322 and having its registered office at Building No. 3464, Ward No. 37, NH Road, Palarivattom Post, Ernakulam, Kerala 682025. Corporate Debtor has two directors and a paid-up share capital ofRs. 3. As per Part II of the application, the Corporate Applicant has proposed the name of one Mr. Dileep K.P., IBBI Registration Number: IBBI/IPA- 001[IP-POI310/2018-19/12220, as the Interim Resolution Professional. 4. Part III ofthe application signifies the total amountin default towards the Financial Creditors of Rs. 23,36,51,745/- and the total amount in default towards the Operational Creditors ofRs. 5,55,33,865/-. The particulars of financial/ operational Debt; documents, records, and evidence of default as described below:
4.2
IN THE NATIONAL COMPANY LAWTRIBUNAL KOCHI BENCH Inthe matterofROOFCO TradingCompany PrivateLimited 1. A list of charges created over the assets ofthe Corporate Applicant registered with the Registrar of Companies and available on the website ofthe 'Ministry ofCorporate Affairs'. 2. Report of the Record of Default obtained from the NeSL dated 25.06.2024. 3. Copy ofthe relevant books ofaccountsofthe corporate debtor, evidencingthe default to creditors 4. Copy of Audited Financial Statement of the ROOFCO Trading Company Private Limited for the financial years 2022-2023, 2023- 2024, and 2024-2025. 5. Statement ofAffairs ofthe Companyas on 20.09.2025. 6. Copy ofLetter ofArrangement dated 24.11.2021 7. Copy of summons in O.A. filed by State Bank of India before the Debt RecoveryTribunal 8. Copy ofNotice issued by State Bank ofIndia dated 13.11.2024 under Section 13(2) ofthe Securitisationand Reconstruction of Financial Assets and Enforcement ofSecurity Interest Act, 2002. 9. Copy of Notice issuedby YES Bank dated 16.08.2023 under Section 13(2) of the Securitisation and Reconstruction of Financial Assets and Enforcement ofSecurity InterestAct, 2002. 5. The Petitioner/Corporate Applicant stated that the State Bank ofIndia, a financial creditor, issued a notice under Section 13(2) of the SARFAESI Act on 13.11.2021 and has filed OA No. 277 of 2024 before the DRT on 10.05.2024. Another financial creditor, Yes Bank, issued a demand notice under Section 13(2) ofthe SARFAESIAct on 16.08.2023. As the Corporate Applicant is unable to pay its debts due to grave financial distress, the _»resent application is filed under Section 10 of the Insolvency and LAW Page 3 ofIO
IN THE NATIONALCOMPANYLAW TRIBUNAL KOCHI BENCH In the matterofROOFCOTradingCompanyPrivateLimited Bankruptcy Code, 2016, with bona fide intent to seek a mechanism for voluntary resolution ofits debt. 6. It is stated that the Corporate Applicant is registered with the ROC Cochin, is falling within the jurisdiction ofthis Tribunal, and the default amount of Rs. 23,36,57,741/- exceeds the minimum threshold of Rs. 1 crore prescribed for initiating the corporate insolvency resolution process. 7. The Corporate Applicant stated that it had earlier filed an application under Section 10 of the Insolvency and Bankruptcy Code, 2016 before this Tribunal in CP(IBC)/11/KOB/2025, which was dismissed as withdrawn vide order dated 06.08.2025 due to incomplete annexures, with liberty granted to file a fresh application along with the missing audited financial statements for 2023-24 and 2024-25 and the provisional financial statements for the current year. Accordingly, the Corporate Debtor now submits the present application with a complete set of required annexures. 8. It is further stated that the Board of Directors, in its meeting held on 19.09.2025, and shareholders in the Extraordinary General Meeting of the Corporate Debtor held 20.09.2025, passed the resolution for on initiation ofthe Corporate Insolvency Resolution Process.
9. One of the Financial Creditor, the State Bank of India, filed its reply on 11.11.2025 and stated that they have no objection to admitting this Application, subject to the condition that the Corporate Applicant shall bear the CIRP Cost and the Respondent shall have the liberty to file the claim as on the insolvency commencementdate. I-L During the course of the hearing, another Financial Creditor, the LAC11éIgmandalamIFC Limited, also submitted their no objection to the IN THE NATIONALCOMPANY LAWTRIBUNAL KOCHI BENCH Inthe matterofROOFCOTradingCompany PrivateLimited admission of this Application, subject to the condition that the Corporate Applicant shall bear the entire CIRP Cost. 11. Despite notice, one ofthe Financial Creditor,YES Bank, has not put in its appearance,and it appears to this Tribunalthat YES Bank is not interested in pursuing this matter. 12. This Adjudicating Authority have heard the submissions made by Learned Counsel for the Corporate Applicant, Learned Counsel Mr. Vinod P.V., representing the financial creditor State Bank of India, and Learned Counsel Mr. Sankar.
P. Panicker, representing the financial creditor Cholamandalam IFC Limited, and this Adjudicating Authority have also perused the documents placed on record. 13. Since the Corporate Debtor itself comes before this Adjudicating Authority with the prayer to admit it in Corporate Insolvency Resolution Process holding that it is Insolvent Company, this Adjudicating Authority have only to see whether the Applicant has submitted along with the application (i) the information relating to the books of accountsand such other documents, (ii) information relating to Resolution Professional to be appointed and (iii) special resolution passed by the shareholders of the Corporate Debtor at least by three fourth ofthe total numbers. 14. Such a Petition can be rejected only on the ground that the application is incomplete or any disciplinary proceeding is pending against the proposed Interim Resolution Professional. In this case, no disciplinary proceeding is pending against the proposed Interim Resolution Professional. 15. In this case, the Corporate Applicant has enclosed a copy of the Special Bésolutionpassed by the shareholders of the company in their Extra- Page 5 ofIO
IN THE NATIONALCOMPANY LAWTRIBUNAL KOCHI BENCH Inthe matter ofROOFCO TradingCompany PrivateLimited Ordinary General Meeting held on 20.09.2025 for initiating the Corporate Insolvency Resolution Process under Section 10 of the Insolvency and Bankruptcy Code,2016. The Board of Directors of the Corporate Applicant, in their meeting held on 19.09.2025, authorised Mr Ajith Bhaskaran, Director of the Company, to file the necessary application under the Code. 16. The Corporate Applicant has also enclosed the audited financial statementsfor the financial year 2022-2023, 2023-2024, and 2024-2025, the list of financial creditors and Operational Creditors, the list of properties given as security for the loans availed and the extract of charges registered with the Registrar of Companies taken from the MCA portal. The Corporate Applicant disclosed the names and addresses ofthe members of the Company with details of their shareholding, details of debt owed by or to the Corporate Applicant to or by persons connected with it and details ofpersonal guarantorsofthe Corporate Applicant. 17. The Corporate Applicant has served a copy of this application to the Insolvencyand Bankruptcy Board ofIndia in Form IA on 15.11.2024.The name of the Interim Resolution Professional has been proposed as per Section IO(3)(b) ofthe Code.
18. During the course of hearing Learned Counsel for the Petitioner submitted that Corporate Applicant has already paid dues of creditor Cholamandalam IFC, whereas Learned Counsel for the said creditor had denied such statement, having considered rival submissions, this Adjudicating Authority is of the opinion that pendency or payment of such dues ofCholamndalam would not have any bearings on the merits of IN THE NATIONALCOMPANYLAWTRIBUNAL KOCHI BENCH Inthe matterofROOFCOTradingCompany PrivateLimited this Application as said amount is just Rs.1,09,336 against quantum of dues ofother creditors amountingto Rs23,35,42,409. 19. Further, the withdrawal of the earlier Petition on technical grounds would not be a hurdle to entertain this instant Petition, as there exists liberty to file a fresh Petition on the same cause ofaction. 20. The Applicant would be liable to bear the cost of the entire insolvency process ie. fees as per rules and actualpermissible expenses. 21. After hearing the submissions and upon perusing the supporting documents annexedto the Petition, this Adjudicating Authority observes that a debt exists and thatthe Corporate Applicant has committed default in respect thereof.
Further, it is noted that the Corporate Applicant has failed to repay its debts. Therefore, this Adjudicating Authority is of the view that the Petition contains the particulars required under Section 10 ofthe Insolvencyand Bankruptcy Code, 2016. The amountofdefault also meets the threshold prescribed under Section 4 of the Code. Thus, the present Company Petition satisfies all the necessary legal requirements for admission. 22. In view ofthe aforesaid observations, this Adjudicating Authority hereby admit the petition and passes the following Orders. A. The petition bearing CP (IBC)/55/KOB/2024, by ROOFCO Trading CompanyPrivate Limited, (CIN: U51432KL2004PTC017322), the Corporate Debtor under Section 10 of Code read with Rule 7 ofthe Insolvency and Bankruptcy (Application to Adjudicating Authority) Rules, 2016 for initiation of Corporate Insolvency Process in respect ofthe Corporate Debtor is ADMITTED.
IN THE NATIONALCOMPANY LAWTRIBUNAL KOCHI BENCH Inthe matterofROOFCO TradingCompany PrivateLimited B. There will be a moratorium under section 14 ofthe Code. C. The moratorium shall have effect from the date ofthis order till the completion ofthe Corporate Insolvency Resolution Process or until this Adjudicating Authority approves the resolution plan under sub-section (1) of section 31 of Code or passes an order for liquidation of the Corporate Debtor under Section 33 of the Code, as the case maybe. D. Public announcement of the Corporate Insolvency Resolution Process shall be made immediately as specified under section 13 of the Code, read with Regulation 6 ofthe Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Person) Regulations 2016. E. The Corporate Applicant has proposed the name of one Mr. DILEEP. K.P, IBBI Registration Number: IBBI/IPA-OOI/IP- POI310/2018-19/12220 email: as Interim Resolution Professional (IRP) and a written communication in the format prescribed under Form 2 ofthe Insolvency and Bankruptcy Board of India (Application to Adjudicating Authority) Rules, 2016 has been filed by the proposed IRP who is appointed as the IRP to take forward the ofCorporate Insolvency Resolution ofthe process Corporate Debtor.
The designated IRP must take any additional actions in this regard that are mandated by the law, more specifically Sections 15, 17, and 18 ofthe Code. The powers of the Board of Directors of the Corporate Debtor shall stand superseded as a consequence of the initiation of the Corporate Insolvency Resolution Process in relation to the Corporate Debtor in terms of IN THE NATIONALCOMPANY LAW TRIBUNAL KOCHI BENCH InthematterofROOFCO TradingCompany PrivateLimited the provisions ofthe Code. The fee is payable to IRP or as the case may be the Resolution Professional shall comply with such Regulations, Circulars, and Directions as may be issued by the Insolvency and Bankruptcy Board of India (IBBI). The IRP shall carry out his functions as contemplated by Sections 15 to 21 ofthe Code. F. During the Corporate Insolvency Resolution Process period the managementofthe Corporate Debtor shall vest with the IRP or, as the case may be, the Resolution Professional in terms of section 17 of the Code. The officers and managers of the Corporate Debtor shall provide all documents in their possession and furnish every information in their knowledge to the IRP within one week from the date of receipt of this order, in default of which coercive steps will follow.
G. The IRP/Resolution Professional shall submit to this Adjudicating Authority periodical reports concerning the progress of the Corporate Insolvency Resolution Process in respect of the Corporate Debtor. H. The Corporate Debtor shall deposit a sum of Rs. 2,00,000/- (Two Lakhs Only) with the IRP to meet the expenses arising out of issuing publication and inviting claims. These expenses are subject to approval bythe Committee ofCreditors (COC). I. In terms of Section 7 (7)(a) of the Code, the Registry is hereby directed to communicate a copy of this Order to the Corporate ebtor, financial creditors, and IRP by Speed Post & e-mail
IN THE NATIONALCOMPANY LAWTRIBUNAL KOCHI BENCH In thematterofROOFCOTradingCompany PrivateLimited immediately,and in any case, notlater than two working days from the date ofthis order. J. Additionally, the Corporate Applicant shall serve a copy of this Order on the IRP and the Registrar of Companies, Kerala, by all available means for updating the Master Data of the Corporate Debtor. The said Registrar of Companies shall send a compliance report in this regard to the Registry of this Tribunal within seven days from the date ofreceipt of a copy ofthis order. 23. The Registry is directed to send e-mail copies ofthe order forthwith to all the parties and their Ld. Counsel for information and for taking necessary steps. 24. Certified Copy of this order may be issued, if applied for, upon compliance with all requisite formalities
VINAYGOEL (MEMBER JUDICIAL) Signed on this the 2nd day ofDecember,2025.
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