In the matter of TRANSPARENT FOOD TECHNOLOGISTS PRIVATE LIMITED

1. The present I.A. No. 36 of 2025 has been filed under Section 33(2) of the Insolvency and Bankruptcy Code, 2016 (hereinafter referred to as ‘Code’) by the Resolution Professional of M/s Transparent Food Technologists Private Limited (‘Corporate Debtor’) Mr. Mayank Rameshchandra Jain (‘Applicant’/ ‘Resolution Professional’) seeking following reliefs as follows:

i) That this Hon’ble Tribunal be pleased to order and direct that the Corporate Debtor be ordered and directed to go under liquidation as per Section 33(2) of the Insolvency and Bankruptcy Code 2016. ii) That this Hon’ble Tribunal be pleased to appoint the Applicant, Mr. Rajkumar Feru Gupta holding IP registration no. IBBI/IPA-001 /IP- P02103/2020-2021/13247, as the Liquidator of the Corporate Debtor, written consent of the Applicant is hereto annexed and marked as “Annexure 16”. iii) Any other Order(s) / Direction(s) as this Hon'ble Adjudicating Authority may deem fit. 2. On an application filed by M/s. Pheonix Arc Private Limited (“Financial Creditor”) under Section 7 of the Code, a Corporate Insolvency Resolution Process (‘CIRP’) of the Corporate Debtor was commenced vide order dated 12.06.2024 in C.P.(IB)1048/MB/2022. Subsequent to the said Order, the Applicant was appointed as Interim Resolution Professional (‘IRP’). The said order dated 12.06.2024 is annexed to the application as Annexure 1.

3. It is submitted that the IRP issued a Public Announcement, on 14.06.2024., inviting the creditors of the Corporate Debtor to file their proof of claims. The last date of submission of claims was 26.06.2024.

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4. In pursuance to receipt of claims, IRP constituted a Committee of Creditors (‘CoC’) in accordance with Section 21 of the Code. It is submitted that in compliance to Regulation 17 and 13(1)(d) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations 2016, the IRP filed the report, certifying constitution of the CoC on 03.07.2024 and the said report was taken on record on 03.10.2024.

5. The CoC comprised of sole financial creditor, namely, Pheonix ARC Private Limited. The CoC passed resolution to appoint the IRP as a Resolution Professional (‘RP’), in the 1st CoC meeting held on 12.07.2024. The minutes of 1st CoC meeting held on 12.07.2024 is annexed to the application as Annexure 2.

6. The Applicant submits that in the 2nd CoC Meeting held on 06.08.2024, CoC members resolved to publish Expression of Interest (“EOI”) in Form G, in two newspapers on 10.08.2024 and approved the eligibility criteria for prospective resolution applicants to participate in the invitation for submission of resolution plans. Minutes of 2nd CoC meeting held on 06.08.2024 is annexed to the application as Annexure 3.

7. It is submitted that the EOI (Form G) was published on 10.08.2024 and the last date for interested parties to submit their EOI was 25.08.2024. The said Form G dated 10.08.2024 is annexed to the petition as Annexure 4.

8. The Applicant in 3rd CoC meeting held on 28.08.2024, presented the RFRP along with the bid evaluation matrix after a detailed discussion, CoC member suggested circulating the same via email for suggestion.

9. The Applicant submits that against Form G published on 10.08.2024, the Applicant issued provisional list of prospective resolution applicants (“PRA”) on 04.09.2024 and the Final list of four PRA was published on 19.09.2024.

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10. The Applicant submits that in the 6th CoC meeting held on 23.10.2024, it was resolved to extend the timeline for submission of the resolution plan by a further 15 days i.e., till 10.11.2024, and requested the applicant to place the agenda for approval through e-voting.

11. Further it is submitted that the 7th CoC meeting was held on 14.11.2024, the Applicant informed the CoC members that he had received a resolution plan from one of the PRA, namely Mr. Ashok Atre on 07.11.2024 and the password-protected version of the plan via email on 08.11.2024.

12. The Applicant submits that the period of 180 days from the date of admission of the application for initiation of the CIRP of the Corporate Debtor i.e., 12.06.2024 was coming to an end on 08.12.2024. Further, the CoC with a majority vote of 100% had vide email dated 06.12.2024 given their consent/approval that extension of 90 days be sought from this Tribunal and an IA bearing no 369 of 2025 was filed which was allowed by this Tribunal on 24.01.2025. The said order dated 24.01.2025 is annexed to the application as Annexure 5.

13. The Applicant submits that the 8th CoC meeting was held on 10.12.2024, wherein the applicant placed before the CoC the detailed analysis of the resolution plan received for the Corporate Debtor along with the list of non-compliances of the resolution plan and a letter was mailed to the resolution applicant along with the list of the non-compliances, and to submit the revised plan on or before 16.12.2024.

14. Further, 9th CoC meeting was held on 19.12.2024, the Applicant apprised the CoC that the PRA failed to submit the revised plan and after a detailed discussion the CoC members decided to publish a fresh FORM G on 23.12.2024. The minutes of the said CoC meeting held on 19.12.2024 is annexed to the application as Annexure 6.

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15. The Applicant submits that fresh Form G was published on 23.12.2024, wherein the last date for interested parties to submit their Expressions of Interest was 07.01.2025 and resolution plan by 13.02.2025. The said Form G dated 23.12.2024 is annexed to the application as Annexure 7.

16. It is submitted that the final list of PRAs was published on 13.01.2025, where 6 PRAs were declared eligible to submit a resolution plan for the corporate debtor. The final list of the PRAs is annexed to the application as Annexure 8.

17. The Applicant submits that 12th CoC meeting was held on 17.02.2025, wherein resolution plan for the corporate debtor had been received from Mr. Ashok Atre. The minutes of the said 12th CoC meeting held on 17.02.2025 is annexed to the application as Annexure 9.

18. Further it is submitted that 13th CoC meeting was held on 27.02.2025, wherein the resolution plan was discussed and the applicant placed before the CoC its observations on the resolution plan in compliance with section 30(2) of the Code and Regulations 37, 38 and 39 of the CIRP Regulations, 2016. The sole CoC member requested the resolution applicant to enhance the financial offer, and the resolution applicant sought time to submit a revised resolution plan. The minutes of the 13th CoC meeting held on 27.02.2025 is annexed to the application as Annexure 10.

19. Applicant submits that the 14th CoC meeting was held on 06.03.2025, wherein the CoC was informed that the list of objections had been communicated to the PRA on 27.02.2025 with deadline of 03.03.2025, for submission of the revised resolution plan. The CoC granted time until 07.03.2025 for submission of the revised plan. The applicant also apprised the CoC that the 270-days period of the CIRP was due to expire on 09.03.2025 and proposed seeking a 60-days extension, which the CoC agreed to place for voting by email. A copy of the minutes of the IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH – III I.A. (IBC)(LIQ.) No. 36 OF 2025 IN C.P. (IB) 1048/(MB)/2022 meeting held on 06.03.2025 along with the voting results is annexed to the application as Annexure-11.

20. It is submitted that an IA No. 1523 of 2025 was filed before this Tribunal, seeking an extension of CIRP Period by 60 days from 10.03.2025 to 09.05.2025 and the same was allowed vide order dated 02.04.2025. The said order dated 02.04.2025 is annexed to the application as Annexure 12.

21. The applicant submits that pursuant to the 14th CoC meeting, the PRA submitted the revised resolution plan on 07.03.2025. In the 16th CoC meeting held on 28.03.2025, the applicant placed before the CoC the compliance checklist and observations on the revised plan. Minutes of 16th CoC meeting held on 28.03.2025 is annexed to the application as Annexure 13.

22. The Applicant further submits that the 17th CoC meeting was held on 03.04.2025 wherein the Applicant apprised the CoC members that he had received the response on the initial observations on the resolution plan dated 07.03.2025 from the PRA on 02.04.2025. Further CoC informed the Applicant that they are not acceptable on the following aspects:

a. CIRP Cost to be borne by Financial Creditors. In their view, the RA should submit Resolution Plan in compliance with Provisions of IBC, CIRP Regulations and RFRP. b. The Waiver of the Personal Guarantee of the two of the suspended directors of the company can be considered outside the preview of CIRP of CD. They are not inclined to consider the proposal considering the value of the plan offered by RA. c. The Plan has no adequate mechanism for Monitoring, implementation and Supervision of the Resolution Plan as per Section 30(2) (c) of IBC, 2016 and Regulation 38(2) (c) & Regulation 38 of the CIRP Regulations.

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23. The Applicant submits that the Resolution Plan submitted by the Resolution Applicant Mr. Ashok Atre is non-compliant in accordance with the request for resolution plan and below mentioned clauses of the Code: a. No express provision for payment of the CIRP cost as per section 30(2)(a). The plan is conditional as clause 4.1.2.2 states that the sole Financial Creditor, while approving the resolution plan, shall provide the necessary undertaking to the RP. As per the RFRP, the plan must be unconditional.

b. The Plan has no adequate mechanism for Monitoring, implementation and Supervision of the Resolution Plan as per Section 30(2) (c) of IBC, 2016 and Regulation 38(2) (c) & Regulation 38 of the CIRP Regulations.

c. The Resolution Plan seeks waiver of personal guarantee of two the suspended directors of the CD viz. Asmita Atre and Anand Atre, which makes this plan Conditional.

24. It is further submitted that the Applicant informed the CoC members that as per Regulation 39(1B) of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016, the CoC shall not consider any resolution plan that does not comply with the provisions of Section 30(2) of the Code.

25. Further the CoC member informed the Applicant that since there is no other resolution plan available for consideration and the plan submitted is found to be non-compliant, it was suggested that the CoC may consider filing an application for initiation of liquidation of the Corporate Debtor under Section 33(1)(a) of the Code. Following Resolution was placed in the 17th COC Meeting held on 03.04.2025 for consideration and voting:

IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH – III I.A. (IBC)(LIQ.) No. 36 OF 2025 IN C.P. (IB) 1048/(MB)/2022 “RESOLVED THAT consent of members of CoC be and is hereby accorded to approve the Liquidation of the Corporate Debtor u/s 33 (2) of the Insolvency and Bankruptcy Code, 2016 and any other applicable provisions. RESOLVED FURTHER THAT the Resolution Professional be and is hereby authorized to take such steps as shall be necessary, in relation to the above, to the extent required and to settle all matters arising out of and incidental thereto sign and execute all applications, documents and writings that shall be required and generally to do all acts, deeds and things that shall be necessary, proper, expedient or incidental for the purpose of giving effects to the aforesaid resolution.”

It is submitted that the above Resolutions were approved by 100% of voting by the COC Member through Voting Sheet. The Minutes of the 17th COC Meeting dated 03.04.2025 along with the Voting sheets is annexed to the application as Annexure 14.

26. The Applicant further submits that the 18th CoC meeting was held on 16.04.2025 wherein CoC members resolved the approval for appointment of Mr. Rajkumar Feru Gupta having IBBI Registration No. IBBI/IPA-001/IP-P-02103/2020-2021/13247 as Liquidator for the Corporate Debtor and also approved the fees of Rs. 1,00,000/- (Rupees One Lakh only) plus GST and applicable taxes per month for the Liquidator. The said Resolutions were approved by 100% voting by the CoC through voting sheet. The minutes of the 18th CoC meeting held on 16.04.2025 is annexed to the application as Annexure 15.

27. The written consent dated 19.05.2025 of the proposed Liquidator i.e., Mr. Rajkumar Feru Gupta is annexed to the Additional Affidavit dated 13.08.2025 as Annexure 1.

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28. Accordingly, the present Interlocutory Application was filed under Section 33(2) of the Code on 10.05.2025 seeking Liquidation of the Corporate Applicant.

29. We have considered the submissions made by the counsel for the applicant and perused the record.

30. Considering the resolution passed by the CoC to liquidate the Corporate Debtor, since there is no other resolution plan available for consideration and the plan submitted by Mr. Ashok Atre is found to be non-compliant with the provisions of Section 30(2) of IBC, therefore, the order of liquidation shall be passed by this Adjudicating Authority under section 33 of the Code. The said Section is quoted below for the convenience and the ready reference:

“(1) Where the Adjudicating Authority, — a. before the expiry of the insolvency resolution process period or the maximum period permitted for completion of the corporate insolvency resolution process under section 12 or the fast track corporate insolvency resolution process under section 56, as the case may be, does not receive a resolution plan under sub-section (6) of section 30; or b. rejects the resolution plan under Section 31 for the non-compliance of the requirements specified therein, it shall— (i) pass an order requiring the corporate debtor to be liquidated in the manner as laid down in this Chapter; (ii) issue a public announcement stating that the corporate debtor is in liquidation; and (iii) require such order to be sent to the authority with which the corporate debtor is registered. (2) Where the resolution professional, at any time during the corporate insolvency resolution process but before confirmation of resolution plan, intimates the Adjudicating Authority of the decision of the committee of creditors to liquidate the corporate debtor, the Adjudicating Authority shall pass a liquidation order

IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH – III I.A. (IBC)(LIQ.) No. 36 OF 2025 IN C.P. (IB) 1048/(MB)/2022 as referred to in sub-clauses (i), (ii) and (iii) of clause (b) of sub-section (1).”

31. Given the facts and circumstances of the case and discussions hereinabove, this Bench is satisfied and is of the considered opinion that the present Interlocutory Application is in consonance with Section 33(2) of the Code. Accordingly, this Authority is left with no option except to pass an order for Liquidation of the Corporate Debtor Company in the manner laid down in Chapter III of the Code considering the fact there is no other resolution plan available for consideration and the plan submitted by Mr. Ashok Atre is found to be non-compliant with the provisions of Section 30(2), Therefore, the I.A. No. 36 of 2025 in C.P. (IB) No. 1048 of 2022 is ordered as follows:

ORDER a) The Application is allowed. The Corporate Debtor, Transparent Food Technologists Private Limited, shall be liquidated in the manner as laid down in Chapter-III of the Code.

b) In regards the decision of the CoC in its 18th meeting held on 16.04.2025, wherein CoC members resolved to appoint Mr. Rajkumar Feru Gupta having IBBI Registration No. IBBI/IPA- 001/IP-P-02103/2020-2021/13247 as Liquidator for the Corporate Debtor. Therefore, we appoint Mr Rajkumar Feru Gupta, having AFA valid upto 30.06.2027 and e-mail id: rf.gupta86@gmail.com as the Liquidator of “Transparent Food Technologists Private Limited.” to conduct liquidation process.

c) That the Liquidator for conducting the Liquidation proceedings would be entitled to fees as approved by the CoC in its 18th CoC Meeting held on 16.04.2025.

IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH – III I.A. (IBC)(LIQ.) No. 36 OF 2025 IN C.P. (IB) 1048/(MB)/2022 d) The Moratorium declared under Section 14 of the IBC 2016 shall cease to operate here from. A fresh moratorium shall commence under Section 33(5) of IBC.

e) This order shall be deemed to be a notice of discharge to the officers, employees and the workmen of the Corporate Debtor as per Section 33(7) of the IBC.

f) Liquidator shall issue public announcement to Registrar of Companies, Maharashtra and Official Liquidator, Maharashtra stating that Corporate Debtor is in liquidation.

g) Subject to Section 52 of the Code no suit or other legal proceedings shall be instituted by or against the Corporate Debtor save and except the liberty to the liquidator to institute suit or other legal proceeding on behalf of the Corporate Debtor with prior approval of this Adjudicating Authority.

h) All powers of the Board of Directors, Key Managerial Personnel and partners of the Corporate Debtor shall cease to have effect and shall be vested in the Liquidator.

i) The Liquidator shall exercise the powers and perform duties as envisaged under Sections 35 to 50 and 52 to 54 of Part-III of the Code read with the Liquidation Process Regulations.

j) All persons connected with the Corporate Debtor shall extend all assistance and cooperation to the Liquidator as will be required for managing its affairs.

k) This Order shall be deemed to be a notice of discharge to the officers, employees and workmen of the Corporate Debtor, except when the business of the Corporate Debtor is continued during the liquidation process by the Liquidator.

IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH – III I.A. (IBC)(LIQ.) No. 36 OF 2025 IN C.P. (IB) 1048/(MB)/2022 l) The Liquidator shall comply with the liquidation regulation and accordingly submit Progress Reports as per Regulation 15 of the IBBI (Liquidation Process) Regulations, 2016; and shall further apprise the Bench about the Liquidation Process of the Corporate Debtor.

m) Registry shall furnish a copy of this Order to:

i. Insolvency and Bankruptcy Board of India, New Delhi; ii. Regional Director (Western Region), Ministry of Corporate Affairs; iii. Registrar of Companies & Official Liquidator, Maharashtra; iv. Erstwhile Resolution Professional, Mr. Mayank Rameshchandra Jain. v. Liquidator, Mr Rajkumar Feru Gupta

32. Accordingly, this Application, stands disposed of as Allowed.

33. Ordered Accordingly.

Sd/- Sd/- Shree Hariharan Neelakanta Iyer Lakshmi Gurung Member (Technical) Member (Judicial) /Saloni/