In the matter of Windcastle Exports Private Limited

1. This is an Application filed on 28.03.2024 under Section 54(1) of the Insolvency and Bankruptcy Code, 2016, (hereinafter called “Code”) by Mr. Pranav Damania, the Liquidator appointed in the Corporate Debtor (hereinafter called “Applicant”), seeking dissolution of the Corporate Debtor viz. Windcastle Exports Private Limited, having registered address

MUMBAI BENCH : C-IV IA-16/2024 in CP(IB)-1800/MB/2019 at 7-A, Giriraj Building, Ground Floor, 73, Sant Tukaram Road, Iron Market, Masjid Station (East), Mumbai, Maharashtra – 400 009.

2. The Company Petition filed by the Operational Creditor viz. Indian Steel Corporation Limited, under Section 9 of the Insolvency & Bankruptcy Code seeking Corporate Insolvency Resolution Process (CIRP) of the Corporate Debtor was admitted by this Tribunal vide order dated 08.11.2019, wherein Mr. Pranav Damania (Reg. No.: IBBI/IPA-001/IP-P00079/2016-17/10164) was appointed as the Interim Resolution Professional (IRP).

3. The said IRP after inviting claims from the creditors through a public announcement published in two local newspapers, received various claims and constituted CoC of the Corporate Debtor. Later, the CoC confirmed the appointment of IRP as Resolution Professional (RP). Thereafter, in the Fourth CoC meeting held on 23.11.2020 the CoC resolved to liquidate the Corporate Debtor as no Expression of Interest (EoI) was received from any Prospective Resolution Applicant. The resolution for liquidation of the Corporate Debtor was passed with 86.76% of the voting of the CoC. The CoC also proposed to appoint the RP as Liquidator to liquidate the Corporate Debtor. Thereafter, the RP filed an Application with this Tribunal under Section 33 of the Code, which was allowed and admitted the Corporate Debtor into liquidation vide order dated 17.11.2022 and the RP was appointed as Liquidator.

4. The Applicant submits that pursuant to his appointment as Liquidator, he published public announcement in leading two local newspapers viz. ‘The Financial Express’ (English) and ‘Navakal’ (Marathi) on 25.11.2022. The said

MUMBAI BENCH : C-IV IA-16/2024 in CP(IB)-1800/MB/2019 announcement was also uploaded on the IBBI website on 14.12.2022. After receiving the claims, the Liquidator prepared list of Stakeholders with seven Operational Creditors. There are no Financial Creditor(s).

5. The Applicant further submits that he has filed Form GNL-2 on 06.12.2022 and intimated the RoC, Mumbai about the initiation of the liquidation process of the Corporate Debtor.

6. The Applicant further submits that pursuant to Regulation 41 of the Liquidation Regulations, the Liquidator converted the CIRP account with Indusind Bank into Liquidation account. The Applicant filed the Preliminary Report along with list of Stakeholders and Asset Memorandum with this Tribunal on 31.01.2023.

7. The Applicant further submits that he appointed Mr. Dharmesh Lalitkumar Trivedi and Mr. Modilal Dhanraj Pamecha, registered valuers for conducting the valuation of the assets of the Corporate Debtor. As per the valuation reports, the values are given below: # Name of Valuer Book Value Fair Value Liquidation (Rs.) (Rs.) Value (Rs.) 1. Dharmesh 20,77,47,753 7,77,097/- 7,71,344/- Lalitkumar Trivedi 2. Modilal Dhanraj 20,77,47,753 7,50,346/- 7,50,346/- Pamecha Average 7,63,722/- 7,60,845/-

8. The Applicant further states that he convened five SCC meetings from 28.11.2022 to 11.03.2024. Also submitted five Progress Reports from 13.01.2023 to 06.01.2024. He further submits that the liquidation process

MUMBAI BENCH : C-IV IA-16/2024 in CP(IB)-1800/MB/2019 could not complete within one year as one member did not approve for the early dissolution. The Applicant therefore, sought for extension of liquidation period and the Adjudicating Authority granted six more months i.e. up to 31.03.2024 to complete the liquidation process.

9. The Applicant made publication of e-auction sale notice in two local newspapers (in English and in vernacular language) for sale of shares held by the Corporate Debtor in two private limited companies. The same notice was uploaded on the IBBI website on 12.02.2024.

10. The Applicant received only one bid of Rs.60,000/- and accordingly the shares have been sold to the bidder viz. Pragya Trust. After receiving the entire amount, the Securities Transfer Form SH-4 was executed in favour of the successful bidder.

11. The Applicant further submits that the sale proceeds were distributed amongst the stakeholders after deduction of the liquidation cost, in terms of waterfall mechanism under Section 53 of the IBC, 2016. Remaining liabilities were written off from the book of accounts of the Corporate Debtor.

12. The Applicant further states that there are no active licences/registrations in the name of the Corporate Debtor. GST registration was cancelled w.e.f. 27.02.2021. There were five Income Tax demands pending since 2012-13. However, no claim filed by the Income Tax Department even after intimating the commencement of liquidation vide letter dated 27.12.2022.

13. Applicant has also filed Compliance Report in Form-H dated 24.03.2024 as also Final Report dated 23.03.2024.

MUMBAI BENCH : C-IV IA-16/2024 in CP(IB)-1800/MB/2019

14. Applicant has also filed Auditor’s Report dated 22.03.2024 wherein the Auditor has given “Receipts and Payment” account from 01.04.2023 to 22.03.2024. The Auditor has stated in his report as - a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit. b. The Receipts & Payments Accounts dealt with by this report have been drawn up in the format prescribed. c. In our opinion, proper Receipts & Payments Accounts and other relevant records have been maintained as required, in so far as it appears from our examination.

15. Applicant submits that the liquidation account No.: 201001467544 with the Indusind Bank, Kandivali West Branch is closed and the bank confirmed closure of account vide its letter dated 22.03.2024.

16. The Liquidator has filed this Application before this Tribunal under Section 54 of IBC, 2016 seeking an order of dissolution of the Corporate Debtor viz. Windcastle Exports Private Limited.

17. On examining the submissions made by the Counsel appearing for the Applicant and the documents annexed to the Application, it appears that the affairs of the Corporate Debtor have been wound up and there is no asset(s) to be liquidated. We are satisfied from the documents on record that the dissolution is not with intent to defraud any person.

18. The above facts and circumstances indicate that due process of liquidation, as per extant provisions and in the manner indicated in the Code and Regulations, have been followed by the Liquidator in the liquidation process.

MUMBAI BENCH : C-IV IA-16/2024 in CP(IB)-1800/MB/2019

The liquidation process has been duly completed as per the provisions of the Code. Thus, it would be just and equitable to dissolve the Corporate Debtor. No party is going to be adversely affected thereby. In view of the above, the Corporate Debtor deserves to be dissolved. Hence, ordered that - i) Windcastle Exports Private Limited [CIN: U51900MH1996PTC101756], the Corporate Debtor, is hereby dissolved with immediate effect;

ii) The Registry is directed to forward a certified copy of this order to the Registrar of Companies, Mumbai within a period of seven days;

iii) The Liquidator is discharged.

19. Accordingly, IA-16/2024 is allowed and disposed of. Also, CP(IB)- 1800(MB)/2019 is hereby disposed of. Company Petition stands CLOSED. File to be consigned to records.

Sd/- Sd/- Anu Jagmohan Singh Kishore Vemulapalli Member (Technical) Member (Judicial) 13.08.2024/pvs