In the matter of Rythem Overseas Trade Limited

INTHE NATIONAL COMPANY LAW TRIBUNAL DIVISIONBENCH,(Court –II) KOLKATA IA(IBC)100(KB)2023 In CP(IB)/230(KB)2019 An application under section 54(2) of the Insolvency andBankruptcy Code,2016 read with Regulation 45(3) of the Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations,2016. In thematter of: RythemOverseas TradeLimited, (CIN:U51109WB1981PLC034241); Represented byits Liquidator – Mr. Abhijeet Jain, ….Applicant/Liquidator

Dateof Hearing:26/09/2023 Date ofPronouncement: 17/10/2023 Coram: Smt. BidishaBanerjee :Member (Judicial) Shri ArvindDevanathan :Member (Technical)

Appearances through hybrid mode: ForApplicant : Mr. Shaunak Mitra, Adv. Mr. Saurav Jain, Adv. Mr. Abhijeet Jain, Liquidatorin person ForRP ofDynametic Overseas Pvt. Ltd. : Mr. RahulAuddy, Adv. Mr. Aditya Gooptu, Adv. Formembers ofsuspended Board : Mr. Ratnesh Kr. Rai, Adv. ofDirectors ofCorporate Debtor Mr. Ankan Rai, Adv.

INTHENATIONALCOMPANYLAWTRIBUNAL DIVISIONBENCH,(Court–II) KOLKATA IA(IBC)100(KB)2023 In CP(IB)/230(KB)2019

Formembers ofsuspended Board : Ms. Jayati Chowdhury, Adv. ofDirectors ofCorporate Debtor

OR DER Per:Arvind Devanathan,Member (Technical) 1. ThisAdjudicating Authority convened through hybrid mode.

2. IA(IBC)/100(KB)2023 is an application filed under section 54(2) of the Insolvency and Bankruptcy Code, 2016 (“the Code”) read with regulation 45(3) of the IBBI (Liquidation Process) Regulations, 2016 (“Liquidation Process Regulations”) by the Liquidator of Rythem Overseas Trade Limited, (CIN:U51109WB1981PLC034241) (“Corporate Debtor”) praying for dissolution of the Corporate Debtor. This application is duly supported by an affidavit1 affirmed byMr. Abhijeet Jain, Applicant/Liquidator.

3. This Adjudicating Authority vide its order dated 11/11/2019 on a petition filed by StateBank of India. (Financial Creditor) under section 7 oftheCode read with rule 4 of the Insolvency and Bankruptcy (Application to Adjudicating Authority) Rules, 2016 directed initiation of the Corporate Insolvency Resolution Process (“CIRP”) against Rythem Overseas Trade Limited (Corporate Debtor) appointing Mr. Yogesh Gupta, an Insolvency Professional as Interim Resolution Professional (hereinafter called the “IRP”). Vide order dated 19/12/2019 this Adjudicating Authority had appointed him as RP. Liquidation order was passed on 06/01/2021 appointing Mr. Abhijeet Jain, an Insolvency Professional as the Liquidator. The erstwhileRPhas handed overthecharge on03/02/2021.

4. As per regulation 41 of the IBBI (Liquidation Process) Regulations, 2016 (“Liquidation Process Regulations”), the Liquidator had duly opened a bank account being A/c. No. 019081300003740 on 25/02/2021 in the name of “Rythem

1Atpages13 and14oftheapplication

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INTHENATIONALCOMPANYLAWTRIBUNAL DIVISIONBENCH,(Court–II) KOLKATA IA(IBC)100(KB)2023 In CP(IB)/230(KB)2019

Overseas Trade Limited - in Liquidation” with Yes Bank Limited, Stephen HouseBranch, Kolkata.

5. In compliance of regulation 12 of Liquidation Process Regulations Public announcement2 of commencement of liquidation was made in Form – B in “Financial Express” (English) and “Aajkal” (Bengali) on 14/01/2021 calling upon stakeholders of theCorporate Debtorto submittheir proofof claims.

6. The Liquidator in compliance of the Code and Regulations had duly filed “Form INC 28” with the Registrar of Companies, West Bengal informing that the Corporate Debtor is undergoing liquidation, for updating the status of the Corporate Debtorin theMaster Data3 accordingly.

7. In response to the public announcement made, the Liquidator had received 8 claims intotal from stakeholders, including thesubsequent modification, as follows: - (a) 2claims from Secured Financial Creditors; (b) 3claims from Unsecured Financial Creditors; (c) 1 claim from the Operational Creditor (other than workmen & employees); (d) 2 claims from the other stakeholders (other than Financial and Operational Creditors). In compliance of the Liquidation Process Regulations, the Liquidator had collated and verified the claims, prepared List of Stakeholders and formed Stakeholders Consultation Committee (“SCC”) on 05/03/2021 and submitted the same to this Adjudicating Authority on 12/03/2021 which was subsequently modified with the approval of this Adjudicating Authority and filed the copy of the modified List of Stakeholders dated 18/07/2022 along with the orders dated 01/07/2022 and 2Annexure–“A”atpages38to39oftheapplication 3Annexure–“B”atpages40to41oftheapplication

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12/08/2022 of this Adjudicating Authority, which form Annexure “C”4 to Final Report.

8. In terms of regulations 13 and 34 of the Liquidation Process Regulations, the Liquidator has submitted Preliminary Report and Asset Memorandum and submitted to thisAdjudicating Authority on22/03/20215.

9. It is stated in paragraphs ‘H’ and ‘I’ of the Final Report that due to continuous non-cooperation on the side of the suspended members of the Board of Directors of the Corporate Debtor and in spite of directions to cooperate, the Valuers could not submit their report. Copies of orders dated 26/10/2021, 23/11/2021, 06/01/2022, 18/02/2022, 12/08/2022, 22/08/2022, 20/09/2022, 21/10/2022, 04/11/2022 and 13/12/2022form Annexure “D”(Colly.)6

10.As per Master Data the Corporate Debtor had filed its Financial Statement only up to 31/03/2017.In order to complete the books ofaccount, theLiquidatorhas carried forward the figures as stated in the balance sheet as on 17/11/2019 as provided by the suspended members of the Board of Directors of the Corporate Debtor, without any verification/authentication in the absence of any supporting documents available either to the erstwhile RP or to the Liquidator, and prepared the balance sheet as on 06/01/2021, i.e., the liquidation commencement date, which forms Annexure“E”7 toFinal Report

11.Initially the State Bank of India has not relinquished its security interest to the liquidation estate. However, after the expiry of prescribed time limit under regulation 21A of the Liquidation Process Regulations, the security interest of the State Bank of India has been deemed to be relinquished and became part of the Liquidation Estate. The Assets comprising the Liquidation Estate has been shown

4Atpages42to54oftheapplication 5ParagraphFatpage20oftheFinalReport 6Atpages55 to67oftheapplication 7Atpages68to75oftheapplication

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INTHENATIONALCOMPANYLAWTRIBUNAL DIVISIONBENCH,(Court–II) KOLKATA IA(IBC)100(KB)2023 In CP(IB)/230(KB)2019 through a separate chart prepared by the Liquidator based on the financial statements provided by the suspended members of Board of Directors of the CorporateDebtor, which forms Annexure“F”8.

12.It is stated in paragraph ‘O’ of the Final Report that the only asset is Honda Motor Car bearing Regn. No. DL3C BA 4955 and the approximate realisable value is Rs.80,000/- (approx.). Members of the SCC were unanimously of the opinion that considering the potential expenses exceeding the realisable value will be commercially unviable and that they were not willing to provide funds for such futileexercise.

13.The Liquidator has annexed forensic audit report submitted bytheForensic Auditor, which forms AnnexureG9to Final Report.

14.It is stated in the application that taking into consideration the extensions so far granted from time to time by this Adjudicating Authority, the liquidation period hadended on05/01/2023.

15.The Liquidator has annexed copy of Bank Statement showing receipt and payment during liquidation period showing “zero” balance in the said liquidation account maintained with YES Bank along with a letter addressed to the Manager, YES Bank Limited requesting closure of theliquidation account, which forms Annexure “I”10

16.In compliance of regulation 15 of the Liquidation Process Regulations, the Liquidator had filed seven periodical progress reports from time to time before this Adjudicating Authority. In compliance of section 35(2) of the Code read with 8Atpages76to77oftheapplication 9Atpages78to167oftheapplication 10Atpages182to185oftheapplication

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INTHENATIONALCOMPANYLAWTRIBUNAL DIVISIONBENCH,(Court–II) KOLKATA IA(IBC)100(KB)2023 In CP(IB)/230(KB)2019 regulation 8 of the Liquidation Process Regulations, the Liquidator held seven SCC meetings, copies oftheminutes ofthesaid SCCmeetings form AnnexureJ11.

17.It is stated in paragraph ‘X.’ of the Final Report that the Liquidator came to know of some litigation pending against the Corporate Debtor before the appropriate authorities, however the Liquidator was unable to take any steps without any proper information and documents.

18.It is stated in paragraph ‘Y,’ of the Final Report that the Liquidation cost, including Liquidator Fees, Professional Fees, Auditors Fees and Public Announcements and others were fully reimbursed by the members ofthe SCC proportionately. However, the members of SCC have undertaken to reimburse any cost with regard to dissolution process onpresentation of theinvoices. Copies ofe-mail issued byState Bank ofIndiaand Bank ofBaroda form Annexure“K”12.

19.Audited statement of Liquidation account showing receipt and payment forms Annexure“L”13.

20.In compliance of regulation 45 of the Liquidation Process Regulations, the Liquidator has filed the Final Report dated 04/01/2023 (with Annexure “A” to Annexure “M”) along with audited receipts and payments and bank statement of theliquidationaccount, which forms Annexure “A”14to theapplication.

21.As per regulation 45(3) of the Liquidation Process Regulation, the Liquidator has submitted Form H, which forms Annexure “B”15.

22.The Liquidator has filed a supplementary affirmed on 01/03/2023 with the leave of this Adjudicating Authority granted on 25/01/2023 to bring on records additional 11Atpages186to288oftheapplication 12Atpages229to230oftheapplication 13Atpages231to232oftheapplication 14Atpages15to235oftheapplication 15Atpages236to239oftheapplication

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INTHENATIONALCOMPANYLAWTRIBUNAL DIVISIONBENCH,(Court–II) KOLKATA IA(IBC)100(KB)2023 In CP(IB)/230(KB)2019 facts and documents, subsequent to filing IA(IBC)/100(KB)2023 since the entire assets forming part of the Liquidation Estate has been declared as Not Readily Realisable Assets (NRRA) under regulation 37A of the Liquidation Process Regulationsand annexed thefollowing documents: - (a) Copy of notice along with minutes of meeting of 8th SCC meeting held on 01/02/2023, which forms Annexure “A” to the supplementary affidavit; and (b) Copy of newspaper publication published in “Financial Express” (English)and “Aajkal” (Bengali)on18/02/2023.

23.The Liquidator has also filed another supplementary affidavit affirmed on 08/06/2023, to bring onrecords the minutes of 9th SCCmeeting held on 05/04/2023, acopy whereof has been annexed as Annexure “A”tothis supplementary affidavit, since in terms of the resolution passed at the 8th SCC meeting held on 01/02/2023 declaring the assets as NRRA, the Liquidator took necessary steps for sale of those assets but could not sale or transfer the unsold assets as per regulation 38(1) of the Liquidation Process Regulations. Subsequently, an application being IA(IBC)/748(KB)2023 has been filed and thisAdjudicating Authority, after hearing the submissions made by the Ld. Counsel for the Liquidator on 18/04/2023, permitted the distribution of unsold/unrealised assets amongst the stakeholders, and extended thetimeoftheliquidation process fora period upto15days from thedate of the order dated 18/04/2023. A copy of the said order dated 18/04/2023 forms Annexure“B”to thesupplementary affidavit affirmed on08/06/2023.

24.The applicant states that through the applicant was ready with the documents pertaining to the unsold/unrealised assets, but for want of certain information from the stakeholders, the same has been completed only on 10/05/2023. The Liquidator has handed over the entire list of assets and other relevant documents that remained unsold/unrealised to the financial creditors in compliance of the order dated

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INTHENATIONALCOMPANYLAWTRIBUNAL DIVISIONBENCH,(Court–II) KOLKATA IA(IBC)100(KB)2023 In CP(IB)/230(KB)2019

18/04/2023 and as per decision of the SCC. A copy of the acknowledgement evidencing delivery of unsold/unralised assets amongst the stakeholders forms Annexure “C” to the supplementary affidavit affirmed on 08/06/2023. A copy of the updated “Form H” forms Annexure “D” to the supplementary affidavit affirmed on08/06/2023.

25.The affairs of the Corporate Debtor were completely liquidated and the Liquidation Account in terms of regulation 45(1) of the Liquidation Process Regulations and details thereof have been attached along with Bank Statement showing “zero” balance in theliquidationaccount.

26.Upon hearing the Ld. Counsel appearing for the Liquidator and perusing 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. The bank account has also been closed. In view of the facts and circumstances stated above, there is no impediment to the Corporate Debtor being dissolved,and itis ordered accordingly.

27.The Liquidator is further directed toserve a copy of this order upon theRegistrar of Companies, West Bengal, immediately and, in any case, within fourteen days of receipt of this order. The Registrar of Companies shall take further necessary action upon receiptof acopy of thisorder.

28.The Liquidator shall stand discharged from his responsibilities, subject to all procedural compliances.

29.IA(IBC)100(KB)2023 is allowed with the above directions and both the IA(IBC)100(KB)2023 and CP(IB)/230(KB)2019 are accordingly disposed of.

30.The Registry is directed to send e-mail copies of the order forthwith to all the parties and theirLd. Counsel forinformation and fortaking necessary steps.

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