In the matter of Saraswati Sales Private Limited

INTHE NATIONAL COMPANY LAW TRIBUNAL DIVISIONBENCH,(Court –I) KOLKATA IA(IBC)1351(KB)2023 In CP(IB)/231(KB)2019 An 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. In thematter of: D. K.Jain Properties PrivateLimited …FinancialCreditor -Versus- M/s.Saraswati Sales PrivateLimited (CIN: U51909WB2008PTC130190); …Corporate Debtor Represented byits Liquidator – Mr. ShashiAgarwal, ….Applicant/Liquidator

Date ofPronouncement: 23/11/2023 Coram: Shri RohitKapoor :Member (Judicial) Shri BalrajJoshi :Member (Technical)

Appearances through hybrid mode: Forthe Applicant/Liquidator : Mr. Arun Kumar Mishra, Adv. Mr. ShashiAgarwal, Liquidator inperson OR DER Per:RohitKapoor, Member (Judicial) 1. ThisAdjudicating Authority convened through hybrid mode.

INTHENATIONALCOMPANYLAWTRIBUNAL DIVISIONBENCH,(Court–I) KOLKATA IA(IBC)1351(KB)2023 In CP(IB)/231(KB)2019

2. IA(IBC)/1351(KB)2023 is an application filed under section 54 of the Insolvency and Bankruptcy Code, 2016 (hereinafter called the “Code”) read with regulation 45 of the IBBI (Liquidation Process) Regulations, 2016 (hereinafter called the “Regulations 2016”) by the Liquidator of M/s. Saraswati Sales Private Limited (hereinafter called the “Corporate Debtor”) praying for dissolution of the Corporate Debtor. This application is duly supported by an affidavit1 affirmed by Mr. ShashiAgarwal, theLiquidator.

3. This Adjudicating Authority vide its order2 dated 24/06/2019 on a Petition filed by D. K. Jain Properties Private Limited. (Financial Creditor) under section 7 of the Code read with rule 4 of the Insolvency and Bankruptcy (Application to Adjudicating Authority) Rules, 2016 directed initiation of the Corporate Insolvency Resolution Process (hereinafter called the “CIRP”) against M/s. Saraswati Sales Private Limited (Corporate Debtor) appointing Mr. Shasi Agarwal, an Insolvency Professional as Interim Resolution Professional (hereinafter called the “IRP”). Liquidation order3 was passed on 07/11/2019 appointing Mr. Shashi Agarwal, the applicant, as theLiquidator.

4. In compliance of regulation 12 of Regulations 2016, Public Announcement4 of commencement of liquidation process was made in Form – B in “Financial Express” (English) and “Aajkal” (Bengali) on 09/11/2021 inviting submission of claims from the stakeholders of the Corporate Debtor. Accordingly, the Liquidator received thefollowing claims from thestakeholders oftheCorporate Debtor: -

Classof Creditors No. ofclaims Financial Creditors - Unsecured 1 Operational Creditors 223 Other Operational Creditors (Statutory Dues) 6 Employee/Workmen 43

1Atpages21and22oftheapplication 2Annexure“A”atpages23to33oftheapplication 3Annexure“B”atpages34to39oftheapplication 4Annexure“D”atpages55to56oftheapplication

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5. In Compliance of regulations 31(2) of Regulations, 2016, the Liquidator had submitted List of Stakeholders5 with this Adjudicating Authority. In terms of regulation 31A of Regulations 2016, the Liquidator had constituted Stakeholders’ Consultation Committee6 (hereinafter called “SCC”) and submitted the same with this Adjudicating Authority. As there was no functional website of the Corporate Debtor, the List ofStakeholders with details of thenumber ofclaims received along with no of claims admitted/rejected by the Liquidator, was uploaded on the Website of IBBI7. The Liquidator had also annexed with this application List of Stakeholders8 constituted before amendment and after the amendment of Regulations2016.

6. It is stated by the Liquidator in the application that the Liquidator did not appoint any Valuer during the liquidation period as the Corporate Debtor had only fixed deposits as assets and during the CIRP period valuation reports with regard to Fair Value and Liquidation Value were duly prepared by IBBI approved Valuers. Copies of those valuation reports9 form Annexure “C” to this application. The average Fair Value and Liquidation Value are Rs.7,56,786/- and Rs.6,46,581/-respectively.

7. In compliance of regulations 13 and 34 of Regulations 2016, the Liquidator had duly prepared and filed with this Adjudicating Authority Preliminary Report and Asset Memorandum10respectively.

8. As per regulation 41 of the Regulations 2016, the Liquidator had duly opened a liquidation account being A/c. No. 000605034302 in the name of “Saraswati Sales

5Annexure“E”atpages57to69oftheapplication 6Annexure“G”atpages87to102oftheapplication 7Avermentsinparagraph16atpage15oftheapplication 8Annexure“H”atpage103oftheapplication 9Annexure“C”atpages40to54oftheapplication 10Annexure“F”atpages70to86oftheapplication

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Private Limited-in Liquidation” with the ICICI Bank, R. N. Mukherjee Road Branch, 20,R. N. Mukherjee Road,Kolkata11.

9. As per provisions of the Code and Regulations the Liquidator had duly intimated to StatutoryAuthorities12,as applicable, as follows: - (i) PFon20/10/2020 (ii) ESIon20/10/2020 (iii) IncomeTax Department on12/01/2021

10.It is stated in the application by the Liquidator that the Corporate Debtor had no valuable assets in comparison to the claim received during the liquidation period. Based on the audited accounts and numbers ofclaims received, the Applicant as the Resolution Professional never had the impression and/or opinion that transaction audit for preferential or fraudulent was necessary13. A copy of audited Balance Sheet14 for the year ended 31/03/2019 forms Annexure I. However, during the liquidation period based on the numbers of claims received, the Liquidator formed an opinion that there might be some transaction prejudicial to the interest of the creditors. Hence, Transaction Auditor was appointed during the liquidation period on 14/01/2021.Accordingly, report from theTransactional Auditorwas received on 26/03/2022.15

11.It is stated in the application by the Liquidator that in compliance of regulation 45 of Regulations 2016, Form H was prepared. The average liquidation value of the Corporate Debtor is Rs.6,46,581/- whereas the total realised amount from the financial assets of the Corporate Debtor is Rs.6,86,029/-. Since the CIRP costs and Liquidation cost is more than the amount realised from Financial Assets of the 11ComplianceCertificate(FormH)atpages233and234 oftheapplication 12ComplianceCertificate(FormH)atpage236oftheapplication 13Avermentsinpara18atpage15oftheapplication. 14Annexure“I”atpages104to116oftheapplication 15Avermentsinpara19atpage16oftheapplication.

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Corporate Debtor, no amount was left with the Liquidator for distribution among the stakeholders as per section 53 of the Code. However, the deficit amount towards theLiquidation Costwas contributed bytheFinancial Creditor16.

12.After taking into consideration of exclusion and extension the liquidation period had ended on 30/07/2022. Copy of the extension order17 dated 31/01/2022 forms Annexure“J”.

13.It is further stated that the Bank Account of the Corporate Debtor was debit frozen by the bank officials in terms of the order received from the Office of the Assistant Collector wherein it was directed to mark lien on the account which was informed to the Liquidator by the Bank on 03/12/2022. Accordingly, in order to remove lien an application being IA(IBC)/433(KB)2023 was filed which came up for hearing on 17/04/2023. A copy of the order18 dated 17/04/2023 forms Annexure “K”. However, the said account was de-frozen by the Bank on 06/05/2023 upon receiving a communication from the Office of the Assistant Collector directing the Bank to remove the lien from the aforesaid bank account. Hence, the said IA(IBC)/433(KB)2023 was dismissed on 16/05/2023 as infructuous. A copy of the said order19dated 16/05/2023forms Annexure “L”.

14.In compliance of section 35(2) of the Code, the Liquidator during the liquidation period hold ten SCC meetings, copies of the minutes of all the ten SCC meetings20 form Annexure‘M’

16Avermentsinparagraph20atpage16oftheapplication 17Annexure“J”atpages117and118oftheapplication 18Annexure“K”atpages119and122oftheapplication 19Annexure“L”atpages123oftheapplication 20Annexure“M”atpages124to172oftheapplication

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15.The SCC at its 10th meeting held on 06/01/2023 has unanimously decided to dissolve the affairs of the Corporate Debtor. Copy of the minutes of 10th SCC meeting21forms Annexure‘N’.

16.In compliance of regulation 15 of the Regulations 2016, the Liquidator had altogether filed Fifteen Periodical Progress Reports from time to time before this Adjudicating Authority.

17.As per Form H submitted by the Liquidator, no application u/s. 43, 45, 50 and 66 has been preferred/pending with thisAdjudicating Authority.22

18.In compliance of regulation 45 of the Regulations 2016, the Liquidator has filed the Final Report23annexing thefollowing documents: -

Sl.No. Particulars Annexure No. Page Nos 1. Preliminary Report &Asset Memorandum A 189-202 2. Audited Balance Sheet for the F.Y. 2018-19 B 203-205 endedon31/03/2019 3. Copy of minutes of 5th CoC meeting C 216-224 approving liquidation and liquidation expenses 4. Copy of minutes of 10th SCC meeting D 224-228 deciding to dissolve the Corporate Debtor with100%of votingshare of SCCmember 5. Bank Statement showing closure of E 229 Liquidation Account No. 000605034302 with ICICI Bank, R. N. Mukherjee Road Branch 6. Consolidated Receipt and Payment Account F 230 from the date of Liquidation and up to 21Annexure“N”atpages173to177oftheapplication 22Para9ofFormHatpage241oftheapplication 23Annexure“O”atpages178to232oftheapplication

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27/05/2023

19.In terms of regulation 45 of the Regulations 2016, the Liquidator has also filed Compliance Certificate in Form H24 as well as copy of Bank Statement25 showing “zero”balance in theliquidationaccount.

20.It is submitted by the Ld. Counsel for the Liquidator that the Corporate Debtor has only financial assets, which has been realised and the SCC at its 10th meeting unanimouslydecided for dissolution oftheCorporate Debtor.

21.It is also submitted by the Ld. Counsel for the Liquidator that the affairs of the CorporateDebtor were completely liquidated after realising theassets.

22.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 bankaccount has also been closed.

23.In view of the facts and circumstances stated above, there is no impediment to the CorporateDebtor beingdissolved, and it isordered accordingly.

24.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.

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

24Annexure“P”atpages233to241oftheapplication 25Annexure“Q”atpages242to246 oftheapplication

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26.IA(IBC)1351(KB)2023 is allowed with the above directions and both the IA(IBC)1351(KB)2023 and CP(IB)/231(KB)2019 are accordinglydisposed of.

27.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.

28.Certified copy of this order may be issued, if applied for, upon compliance of all requisiteformalities.

29.Filebeconsigned to records.

(BalrajJoshi) (RohitKapoor) Member (Technical) Member (Judicial)

Signed onthis, the23rdday of November, 2023.

hb.

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