In the matter of Spel Granito Private Limited

ORDER (Hvbrid Mode) The case is fixed for pronouncement ofthe order. The order is pronounced in the open court, vide separate sheet.

-sd- -sd- SAMEER KAKAR SHAMMI KHAN MEMBER (TECHNICAL) MEMBER (JUDICIAL)

BEFORE THE ADJUDICATING AUTHORITY NATIONAL COMPANY LAW TRIBUNAL DIVISION BENCH COURT-I, AHMEDABAD rfultiqll22lAIJIr.[l2o24 in cP ltBll Ltgl2o22 (Filed under Section 33 r.u. Section 34 of the Insoluencg and Banktuptc!! Code, 2 0 1 6 ). In the matter of M/s Spel Granito Pvt. Ltd. Sachin Naveen Sinha Resolution Professional ol'M/s Spel Granito Pvt. Ltd. Having registered Address at: Flat No. N-203, Parshwaiath Metro City, Nr. H.B. Kapdia School, Ah,rl;edabad- 382424 .... Applicant Order Pronounced on 12.O9'2O24

CORAM: SH. SHAMMI KHAN, HON'BLE MEMBER (JUDICIAL) SH. SAMEER KAXAR, HON'BLE MEMBER (TF,CHNICAL) Applicant For : Mr. Sumit Parekh, Advocate

ORDER. The l\(liq) I AHM 12024 h,as been frled by the 1 122 Applicant Resolution Professional under Section 33 r.w. Section 34 ofthe Insolvency and Bankruptcy Code,2076 -seeking relief as fol]owsl + tAlliq)/22/AHMl2A24 in CP LtB)/ I l9 of 2A22 Sochin Noveen Sinho, RP af M/sSpelGronila Pvl- Lld- I ol 18

Your Lordship mag be pleased to admit and allotu the present application; Your Lordship mag be pleased to condone the b. delag of 125 dags [15.02.2024 to 14.06.2024 & 22.08.2024 to 26.08.20241for conducting the CIRP Process; Your Lordship mag be pleased to pass an order under section 33 of the Code for initiation of liquidation process against the corporate debtor i.e. M/ s. Spel Granito Pnuate Limited. d. Your Lordship mag be pleased to pass an order under section 34 of the Code appointing the Applicant herein as the liquidator of the corporote debtor i.e. M/ s. Spel Granito Priuate Limited. e. Your Lordship mag be pleased to grant ang other relief or relief as maA deem ftt in the lights of the facts and circumstonces of the case; 2. Facts of the Case are as follows: i. It is submitted that the Operational Creditor i.e. Krishna Colour Chem liled an application under section 9 of the Code seeking initiation of the Corporate Insolvency Resolution Process ("CIRP") of the Corporate Debtor Le. M/s Spel Granito Private Limited. Further, this Hon'b1e Adjudicating Authority vide its order dated 79.05.2023 (Certified Copy received on 27 .O5.2O23) lA(liq)/22/AHM/2024 in CP ltB)/ I 19 af 2022 Sochin Noveen Sinho, RP af Mls Spel Gronifo Pvl- Lld 2oll8 was pleased to admit the petition and further appointed Mr. Premraj Rarnratan Laddha as the Interim Resolution Professional ("IRP") ofthe Corporate Debtor.

It is stated that as contemplated under Section 15 of 11. the Code read with Regulation 6 of the Insolvency and Balkruptcy Board of lndia (Insolvency Resolution Process for Corporate Persons) Regulations, 2016, the lRP made public announcement in prescribed 'Form-A' on27 -O5.2023 and invited claims from all the creditors. The said announcement was published in the newspapers i.e. Times of India in English Language and Jay Hind -in Gujarati Language wherein the last date for submission of claims was I 1.06.2023. It is submitted that pursuant to the public Annorrncement dated 27.05.2023, the IRP has inter alia received claims from the creditors of the Corporate Debtor arld constituted the Committee of Creditors ("CoC"). The IRP has also filed the report certifying the constitution of CoC as per Regulation 17 (1) of IBBI (Insolvency Process of Corporate Persons) Regulations, 2016 on 77.06.2023 before this Tribunal. It is further tAltiq) 122 / AHM/2A24 in CP {18) / 1 t 9 af 2422 Sochin Noveen Sinho, RP af M/s SpelGronila Pvl- Lld- 3oll8 submitted that the applicart had received claims even after the constitution of CoCald has further fi1ed report certifying re-constitution of Committee of Creditor on 1(].10.2023.

It is stated that the erstwhile IRP had convened the lV. First meeting of members of Committee of it Creditors ("CoC") was held on 20.06.2023, wherein was resolved the reduce the notice period for inviting the CoC Meeting from 5 days to 2 days, further resolved to appoint Registered Valuers for the Class of Land and Building, Ratified the CIRP Cost however the CoC Members had defer the agenda item for the appointment as Resolution Professional. It is stated that the erstwhile IRP had convened the Second Meeting of the CoC on 1,7 .O7 -2023 wherein members of the CoC had resolved to Publish Expression of Interest in prescribed Form G also resolved to replace and appointed the applicant as Resolution Professional of the Corporate Debtor. It is stated that the hrblication of Invitation of v1. Expression of Interest (herein refer as Eo1) in prescribed tA(liq)/22/AHN/2A24 in CP llB)/ I 19 af 2422 Sochin Noveen Sinho, RP af M/s SpelGronilo Pvl Ltd- 4oll8

'Form G' made in the newspaper namely Finalcial Express in English as well as the in vernacular Langrrage on 18.07.2023 wherein the last date of submission of trol was O2.Oa.2o23. It is stated that the erstwhile IRP had Convened the v11. Third Meeting of the CoC on 18.08.2023 wherein the CoC Members had resolved to extended the last date of Expression of interest frorn 02.O8.2023 to 05.O9.2023 also ratified the CIRP Cost and defer the agenda item for the Request for the Resolution Plan ald Evaluation Metrix. It is stated that the Erstwhile IRP had convened the v111. Fourth Meeting of the CoC on 78.09.2023 wherein apprise the CoC Members that pursuant to Publication of Form G dated 1a.O7.2O23 however the applicant/ IRP had received Four tro1 from the Prospective Resolution Applicant(s), the details of the Prospective Resolution Applicants ale as under: Sr. No. Particulars Aspect Global Ventures Pvt. Ltd. 1. (Formerly Known as Next Avenue Ventures Pvt. Ltd.) Galactico Corporate Services 2. Limited tAltiq)/22/AHM/2A24 in CP ltB)/119 af 2A22 sochjn Noveen Sinho RP of M/s Spel Grcnito Pvl- Lld 5or18

Sunrise lndustries 3. 4. Rearco Private Limited* *EN.4D is not paid hence COC l\,4ember has consider ineligible and not included in the final list further the CoC members had approved the Resolution for Request for the Resolution Plal ald Evaluation Metrix and ratified the CIRP Cost. lx, It is stated that this as approved resolution in the Second Meeting of the CoC, the CoC Member had fi1ed and application ald this Tribuna.l vide its Order dated 1O.7O.2O23 wherein passed an Order for the Replace ald appointed the applicant as Resolution Professional of the Corporate Debtor. x. It is stated that the applicant being appointed as Resolution Professional of the Corporate Debtor, the applicant had Convened the Fifth Meeting of the CoC on 30.10.2023 wherein the CoC Member had resolved to ratified the CIRP Cost and Extend the CIRP period for further gOdays which was expired on 15. 1 1.2023, A copy of the Minutes of the Fifth CoC Meeting dated 30.L0.2023 along with Resolutions are annexed here and marked as ANNEXURE I to the present application. tA lliq) /221 AHN /2024 in CP ltB) / I 19 of 2422 Sochin Noveen Sinho, RP af M/sSpelGronila Pvl Lld- 6ol18

It is submitted that this Tribunal vide its order dated x1. 11.12.2023 passed in L.A. No. 1362 of 2023 in CP (IB) No. 119 of 2022 was pleased to extend the CIRP period for arrother 90 days from 75.17.2023. It is stated that the applicalt had convened the Sixth x11. Meeting of the CoC on 30.12.2023 wherein apprise about the Extension of CIRP Period, further the PRA's has requested the RP to extend the timeline for the submission of Resolution Plan by 31.01.2024 the same was apprised to the members ald the CoC Members had agreed to extend the time limit for the Submission of Resolution Plan and also ratified the CIRP Cost. x It is stated that the applicant had convened the 1. Seventh Meeting of the CoC on 27.O2.2024 wherein apprise that CIRP Period ofthe CD was already expired on !5.02.2024, further one of the PRA is ready and willing to submit Resolution Plan which was not in the Fina-1 List, hence the applicant requested to members for re-publication of Form G, however the CoC in view ihat Form G was Publish twice however no Resolution Plal were received, further CoC Member requested RP tA(|iq) /22 I AHM /2A24 in CP llB) / I 19 of 2022 So.h,n Noveen Sinho. RP of M/sSaelCronila Pvl- Lfd- 7oll8 to obtain offer from PRA, if no offer is received then necessary application i.e. for the initiation of Liquidation Process against the Corporate Debtor. x1v. It is stated that the applicant had convened the Eighth and Last Meeting of the CoC on 26.O4.2024 wherein the CoC Members has unanimously resolved to initiate the Liquidation Process against the Corporate Debtor under Section 33 of the IB Code ald further resolved the appoint the applicant as the Liquidator of the Corporate Debtor as per Section 34 of the IB Code, however the CoC Member has also Confirmed resolved to initiate the Liquidation Process through E-mai1 dated 2 | .O5 .2024. xv. It is stated that the applicalt has submitted its Wdtten Consent along with Form-B Authorization for Assignment to act as a Liquidator of the corporate debtor. xvl. It is stated that the Form-H compliance certifrcate in accordalce with Regulation 39(a) of Insolvency and Bankruptcy Board of India (Insolvency Resolution lAltiq) /22 / AHM/2024 in CP ltB) / 1 19 of 2422 sochin Noveen Shho. RP af M/s SpelGrcnilo Pvl Lld. 8ofl8

Process for Corporate Persons) Regulations, 2016 is annexed at "ANNEXURE-O" to the present application. xvll. It is further stated that the RP had filed a Liquidation application (bearing IA (Liq) No. 14 of2024 inCPIBNo. Il9 of 2022) E-filed on 14.06.2024, the said matter was listed on 72.Oa.2024 (Order uploaded on 22.Oa.2O241' due to inadvertent mistake in the said application, the applicant had Requested to withdraw the said application with liberty to frle a fresh one with better particulars, the said request was allowed by this Tribunal. The provisions of Section 33(2) of the Code are 3. reproduced below: - "... (2) Where the resolution professional, at ang time during the corporate insoluencg resolution process but before confinnation of resolution plan, the Authoitg of intimates Adjudicating the deasion of the committee of creditors [approued bg not less than sixta-six per cent of the uoting sharel to liquidate the cotporc;te debtor, the Adjudicating Authoritg shall pass a liquidation order as rekrred to in sub-clauses (i), (ii) and (iii) (]). of clause (b) of sub section U lAlliq)/22/AHM/2024 in CP ltB)/119 of 2022 sochin Noveen Sinho. RP of M/s SpelGrcnila Pvl. Lld. 9oll8

- For the purpose of this sub- 12 [Explanation. section, it is herebg declared that the committee of creditors mag take the decision to liquidate the corporate debtor, ang time afier its constitutioft under sub-section (1) of section 21 and before the confi.rmation of the resolution plan, including at atLA time before the preparation of the information memo randum. ". 1 4. "fl'Le Hon'ble Supreme Court in the matter of K. Sashidhar Versus Indian Ooerseds Bank & Ors in Ciuil Appeal No. 10673 of2O18 has held that the commercial decision of CoC is non-justifiable In this case, it is seen that CoC with a LOOo/o majority has passed the resolution seeking liquidation of the Corporate Debtor. 5. The Timeline ofthe proceedings as under:

19.O5.2023 Admittance order Appointment of IRP Public Announcement Constitution of CoC 1" CoC l\,4eeting 17 .07 .2023 2nd CoC Meeting 18.07.2023 lssuance of lnvitation for EOI 3'd CoC Meeting 1B.O9.2023 4th CoC l\4eeting

1A(liq) /22 / AHM /2A24 in CP llB) / t t 9 of 2422 Sochm Noveen Sinho RP af M/sSpelGrcnila Pvf- Lld- l0 of 18

10.102023 Appointment of Resolution Professional 30.'10.2023 sth CoC Meeting 15.11.2023 Expiry of 180 days of CIRP 12.2023 Order extending the period of CIRP 11 30 12.2023 6th CoC l\4eeting 15.O2.2024 Date of Expiry of extended period of CIRP 27.02.2024 7th CoC L4eeting 26.04.2024 Bth CoC [,4eeiing 14.06.2024 Liquidation application was filed 12.08.2024 Application was withdrawn 03.09.2024 Present Application for liquidation is filed.

6. We have heard the learned counsel for the applicalt and perused the documents attached with the application. 7. The observations of this Tribunal are as under: i. It is seen from the pleadings that the Corporate Debtor was admitted under CIRP on 19.05.2023. ii. The 180 days of the CIRP expired on 75.77.2023. iii. The extended period of the CIRP ended on 75.O2.2024. iv. Thereafter no application was frled by the applicant for further extension of the CIRP period nonetheless an application for Liquidation was fi1ed by the applicant on 74.06.2024 which was later withdrawn applicant. by the 0Lr rz.'/ lA(liq)/22/AHMl2A24 in CP (18)/l t9 af 242 Sochin Noveen Sinho, RP af M/sSpel Gronila Pvl. Lld-ll of l8 v. The present Application was filed on 03.09.2024 which is after 201 davs from the date of the expiry of the further extended period of CIRP which ended on 15.02.2024. vi. The Applicant did not seek alv extension for the cr continued with the CIRP conducting the meetines held ot'r 27 .02.2024 and 26 .O4.2O24. vii. It is seen that there is violation of provisions of IBC by the Applicant by not seeking the leave of the court w.r.t extension of CIRP and conducted the meetings of CoC.

The relevant section is reproduced as under: a) The Applicalt has violated the provision laid down under section 12 of the IBC. Section 12 of IBC is reproduced as under: "section 12. Time-limit for completion of insolvency resolution process. - (1) Subject to sub-section (2), the coroorate insolvencv resolution process shall be comDleted within a period. of one hundred and eiqhtv davs from the date of admission of the application to initiate such process. (2) The resotution professional shall file an aDDlication io the Adiudicatinq Authoritv to extend the Period of. the corporate insolvencv resolution process bevond one hundred and eiqhtv davs. if instructed to do so by a lA lliq) l22l AH M/2024 in CP llB) / 1 t 9 of 2422 Sochin Noveen Sinho. RP of M/s SpelGronilo Pvl- Lld. 12 ol l8 resolution passed at a meeting of the committee of creditors by a vote of1[sixty-six] per cent. of the voting shares. (3) On receipt of an application under sub-section (2), if the Adjudicating Authority ls satlsfled that the subiect matter of the case is such that corporate insolvency resolution process cannot be completed within one hundred and eighty days, it nay by order extend the duration of such process beyond one hundred and eighty days by such further period as it thinks fit, but not exceeding ninety days: Provided that any extension of the period of corporate insolvency resolution process under this section shall not be granted more than once: IProvided fufther that the corporate insolvency resolution process shall mandatorily be completed within a period of three hundred and thirty days from the insolvency commencement date, including any extension of the period of corporate insolvency resolution process granted under this section and the time taken in legal proceedings in relation to such resolution process of the corporate debtor: Provided also that where the insolvency resolution process of a corporate debtor is pending and has not been compteted within the period referred to in the second proviso, such resolution process shall be completed within a period of ninety days from the date of commencement of the lnsolvency and Bankruptcy Code (Amendment) Act, 2019.1" The Applicant did not file the application seeking extension of the CIRP nor take any approval from the CoC for the same. viii.

It is seen from Form H that there are some assets left with the Corporate Debtor. The Liquidation and Fair Value of the Corporate Debtor are 6,83,O3,OOO/- and 9,75,O2,5OO/- respectively. tA(liq)/22/AHM/2A24 in CP (tB)lt t9 af 2422 sochin Noveen Sinho. RP of M/s SpelGrcnilo Pvl- Ltd- l3 ol l8 ix. It is seen that the time for CIRP has expired and the Resolution of CoC for liquidation is attached and was approved with 100% majoritY. 8. In terms of the above, we hereby order for liquidation of the Corporate Debtor. 9. IBBI vide its circular number Llq-1.2oll l2l4 12023- IBBI/S4O dated l8lO7 12023 in the exercise of its powers conferred under section 34 (a) ft) of the Code, had recommended that an IP other than the RP/IRP may be appointed as liquidator in all the cases where liquidator liquidation) order is passed henceforth. lread In terms ofthe above circular of IBBI, we hereby appoint Mr. Arvind Gaudana Ba79s66756l. (arvindg-cs@yahoo.com) an IP having registration No. as IBBI lIPA-OO2|IP-NOO283 /2017 -2018 / 10847, per the panel suggested by IBBI for this Bench for the period of July, 1 to December 3l, 2024, as the Liquidator of the Corporate Debtor to carry the liquidation process subject to the following terms of the directions: - a) The Corporate Debtor M/s. Spel Granito Private Limited shall be ordered for liquidation in terms of tAlicl /22 / AH M/2024 in CP (tB) / I 19 of 2422 Sochin Noveen Sinho RP of M/s SpelGrcnila Pvl- Lld. l4 ol l8 the provisions of section 33(2) of the Code r.w.

Regulations made thereunder which shall be effective from the date of this order. Accordingly, l\liq we allow 122(AHM)2O24. b) The Moratorium declared under section 14 of the Code shall cease to have effect from the date of the order of liquidation. As per section 3a(a)p) of the Code, Mr. Arvind c) Gaudana an IP having registration No. IBBI/IPA-is OO2lIP-NOO283l2OL7-20181 1O841, hereby appointed as a Liquidator of the Corporate Debtor I.e. M/s Spel Granito Private Limited. The Liquidator so appointed sha11 complete the liquidation process as per the provisions of the Code r.w. the Insolvency and Bankr-uptcy Board of India (Liquidation Process) Regulations, 20 16. d) A11 the powers of the Board of Directors, key managerial persons, and the partner of the Corporate Debtor, as the case may be, hereafter cease to exist. Al1 these powers henceforth vest with the Liquidator. e) The personnel of the Corporate Debtor are directed to extend al1 cooperation to the Liquidator as required by him in managing the liquidation process of the Corporate Debtor. The Liquidator will charge fees for the conduct of the liquidation proceedings in proportion to the \-./..- lAlliq)/22 / AHM /2024 in CP ltB)/119 af 2022 Sochin Noveen Sinho, RP af M/s SpelGronito Pvt- Lld- l5 ol18 value of the liquidation estate assets as specified by IBBI and same shall be paid to the Liquidator from the proceed of the liquidation estate under section 53 of the Code.

Once the liquidation process is initiated, subject to section 52 of the Code, no suit or other legal proceeding sha11 be instituted by or against the Corporate Debtor. The Liquidator has the liberty to institute a suit ald other legal proceedings on behalf of the Corporate Debtor with the prior approval of this Adjudicating Authority, as provided in sub-section (5) of section 33 of the Code. h) This liquidation order sha11 be deemed to be notice of discharge to the officers, employees, ald workmen of the Corporate Debtor except to the extent of the business of the Corporate Debtor continued during the liquidation process by the Liquidator. i) This Adjudicating Authority directs the Liquidator to issue a public announcement stating that the Corporate Debtor is in liquidation. The Liquidator will also serve a copy of this order to the various Government Departments such as Income Tax, GST, VAT, etc., who are likely to have any claim upon the Corporate Debtor so that the authorities concerned are informed of the liquidation order IAlliq)/22/ A.HMl2A24 in CP ltB)/ I l9 ar 2A22 Sochin Noveen Sinho, RP of Mls SpelGronila Pvl- Lld. l6 ol l8 timely.

The Liquidator will also provide a copy of this order to the trade unions/employee associations of the Corporate Debtor so that the workman/ employees could also be informed of this liquidation order through their association. The Liquidator is directed to investigate the i) financial affairs of the Corporate Debtor in terms of the provisions of Section - 35(1) of IBC, 2016 read with relevalt rules and regulations, ald also file its response for disposal of any pending Compaly Applications during the process of liquidation. k) The present Resolution Professional is directed to har-rd over the relevant documents ald control of the Corporate Debtor to the newly appointed liquidator forthwith. The Registry is directed to communicate this order 1) to the concerned Registrar of the Companies, the registered office of the Corporate Debtor, IBBI, the resolution professional, Indian Institute of Insolvency Professionals of ICAI, IPA of RP' and the Liquidator by speed post as well as e-mail within one week from the date of this order, after completion of all the formalities for records and action, if any.

,-z/.' tA(liq) /22 / AH M/2A2a in CP (lB) / I l9 af 2022 Sochh Noveen Sinho. RP of M/s Spel Gronila Pvf- Lld- lTol l8

1o. Accordingly, IA(tiql/22(AHI!iI\2O24 in CP(IB) No. 119 of 2022 is disposed off. -sd- - sd- I{Itr{AR- SAMEER SHAMMI KHAN (TECHNICAL) MEMBER MEMBER (JUDICIALI ST tAltiq)/22 / AHM /244 in CP ltB)/l 19 of 2022 Sochin Noveen Sinho, RP af M/s Spel Gtonito Pvl. Lld. l8 ol18