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Smart Summary

Factual and Procedural Background

This opinion concerns an application filed by the Liquidator, Mr. Pawan Kumar Ramdhan Agarwal, under Section 54 of the Insolvency and Bankruptcy Code, 2016 (IBC), seeking dissolution of the Corporate Debtor, Pacific Shares and Stock Broker Limited. The Corporate Insolvency Resolution Process (CIRP) was initiated against the Corporate Debtor on 28.07.2021 pursuant to a petition filed by the Operational Creditor under Section 9 of the IBC. The Interim Resolution Professional was appointed and later confirmed as Resolution Professional by the Tribunal.

No resolution plan was received, and the Committee of Creditors (CoC) decided in its 4th meeting held on 30.12.2021 to liquidate the Corporate Debtor, recommending the Applicant as the Liquidator. The Tribunal passed an order for liquidation on 07.04.2022.

The Liquidator made public announcements inviting claims from stakeholders and realized the sole asset of the company—4,25,790 equity shares of Core Education & Technologies Limited—through auction. All assets were disposed of, liquidation costs and fees were paid, and distribution was made to stakeholders. The final report and compliance certificate were filed, and the Corporate Debtor’s bank account was closed. The Liquidator submitted that there are no remaining assets, no trade receivables, no pending litigation, and only one operational creditor with no financial creditors.

Legal Issues Presented

  1. Whether the Corporate Debtor, having had all its assets liquidated and no further claims or liabilities outstanding, should be dissolved under Section 54 of the Insolvency and Bankruptcy Code, 2016.

Arguments of the Parties

The opinion does not contain a detailed account of the parties' legal arguments.

Table of Precedents Cited

No precedents were cited in the provided opinion.

Court's Reasoning and Analysis

The Tribunal examined the application filed under Section 54 of the IBC, which mandates that where the assets of the corporate debtor have been completely liquidated, the liquidator may apply for dissolution. The Tribunal noted that the Liquidator had disposed of all assets, made distributions to stakeholders, closed the bank account, and filed the final report and compliance certificate. It observed that no assets or trade receivables remain, no litigation is pending, and there are no other stakeholders except one operational creditor.

In light of these facts and the statutory provisions of Section 54, the Tribunal concluded that the Corporate Debtor qualifies for dissolution. The court emphasized that the order for dissolution is just and equitable given the complete liquidation and absence of outstanding matters.

Holding and Implications

The application under Section 54 for dissolution of the Corporate Debtor is allowed and the Corporate Debtor, Pacific Shares and Stock Broker Limited, stands dissolved from the date of the order.

The Corporate Insolvency Resolution Process case is closed, and no further proceedings remain pending. The Registry is directed to consign the case file to records. A copy of the order is to be forwarded to the relevant authorities and Registrar of Companies for necessary action as prescribed by law. This decision directly effects the closure of the liquidation process for the Corporate Debtor and does not establish any new legal precedent.

    M/S. MAYANK ARORA & CO v. PACIFIC SHARES AND STOCK BROKER LTD

    NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH

    COURT III

    30. I.A. 1361/2023

    IN

    C.P.(IB)-3116(MB)/2019

    CORAM: MS. LAKSHMI GURUNG, MEMBER (J)

    SH. CHARANJEET SINGH GULATI, MEMBER (T)

    ORDER SHEET OF THE HEARING OF MUMBAI BENCH OF THE NATIONAL

    COMPANY LAW TRIBUNAL ON 22.08.2023

    NAME OF THE PARTIES: M/s Mayank Arora & Co V/s.

    Pacific Shares and Stock Broker Limited. SECTION 9 OF INSOLVENCY & BANKRUPTCY CODE, 2016 __________________________________________________________________________

    ORDER

    Adv. Yahya Batatawala for the Liquidator is present.

    I.A. 1361/2023

    Heard the counsel appearing for the Liquidator and the above application is

    allowed. Detail order would follow:

    Sd/- Sd/-

    CHARANJEET SINGH GULATI LAKSHMI GURUNG

    Member (Technical) Member (Judicial) Shubham

    1

    IN THE NATIONAL COMPANY LAW TRIBUNAL,

    MUMBAI BENCH COURT III

    I.A. No. 1361 of 2023

    IN

    C.P.(IB)-3116(MB)/2019

    (Under Section 54 of Insolvency & Bankruptcy Code, 2016)

    Pawan Kumar Ramdhan Agarwal

    Liquidator of Pacific Shares and Stock Broker Limited

    42, Gopal Bhavan, 199, S.G. Marg, Marine Lines (East), Near Parsi Dairy, Mumbai-400002

    …. Applicant/Liquidator

    In the matter of Mayank Arora & Co.

    ...Operational Creditor V/s.

    Pacific Shares and Stock Broker Limited

    … Corporate Debtor Order delivered on: 22.08.2023 Coram:

    Hon'ble Ms. Lakshmi Gurung, Member (Judicial) Hon'ble Shri. Charanjeet Singh Gulati, Member (Technical)

    Appearance:

    For the Liquidator: Mr. Yahya Batatawala, Advocate

    ORDER

    Per: Ms. Lakshmi Gurung, Member (Judicial)

    1. It is an application filed by Mr. Pawan Kumar Ramdhan Agarwal, Liquidator under Section 54 of the Insolvency and Bankruptcy Code, 2016 for seeking the following reliefs;

    Page 1 of 6

    IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH COURT-III I.A. No. 1361 of 2023

    IN

    C.P.(IB)-3116(MB)/2019 A. That this Hon'ble Tribunal be please to pass an order for Dissolution of the Corporate Debtor-Pacific Shares and Stock Broker Limited under Section 54(2) of the IBC, 2016; B. That this Hon'ble Tribunal may pass such order or orders as may deem fit.

    2. The Adjudicating Authority vide its order dated 28.07.2021 on a petition filed by the Operational Creditor under Section 9 of the Code directed initiation of the Corporate Insolvency Resolution Process (CIRP) against the Corporate Debtor namely Pacific Shares and Stock Broker Limited wherein Pawan Kumar Ramdhan Agarwal was appointed as Interim Resolution Professional. Thereafter, the IRP was appointed as Resolution Professional (RP) and the same was approved by this Bench.

    3. The Applicant submits that since no resolution plan was received, the COC in 4thmeeting convened on 30.12.2021 decided to take the Corporate Debtor into liquidation and recommended the name of the Applicant to be appointed as Liquidator.

    4. Thereafter, the Applicant filed the application under Section 33 of IBC for liquidation of the Corporate Debtor under the provisions of the IBC. The same was allowed and order for liquidation was passed on

    07.04.2022.

    5. The Applicant submits that on receipt of the order for liquidation, he made Public Announcement in Form B on 13.04.2022 in Free Press Journal (English) and Navshakti (Marathi) informing the public at large about the initiation of the liquidation process against the Corporate

    Page 2 of 6

    IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH COURT-III I.A. No. 1361 of 2023

    IN

    C.P.(IB)-3116(MB)/2019 Debtor for inviting claims from the stakeholders to submit their claims on or before 06.05.2022.

    6. The Applicant further submits that the Corporate Debtor does not have any fixed assets save and except investment in 4,25,790 equity shares of Core Education & Technologies Limited. The Applicant further submits that he had issued Notice for Sale of assets of the Corporate Debtor on 05.09.2022 in Free Press Journal (English) and Navshakti (Marathi). The Applicant further submits that the said 4,25,790 equity shares of Core Education & Technologies Limited was successfully auctioned to one Mr. Manipal Tejwat on 15.09.2022.

    7. The Applicant submits that he had realized the amounts from the assets of the Corporate Debtor. The Applicant confirms and declares that all assets of the Corporate Debtor has been disposed of.

    8. The Applicant further submits that pursuant to Section 53 of the IBC, 2016, he made distribution to the Stakeholders of the Corporate Debtor. The Applicant further submits that he has accordingly prepared the Final Report dated 03.04.2023 which has been duly filed with the Registrar of Companies and IBBI.

    9. The Applicant further submits that after making distribution, the bank account has "Nil" balance and therefore, he has made application to close the bank account of the Corporate Debtor.

    10. The Applicant further submits that in compliance of Regulation 45(3) of The Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations 2016, he filed the Final Report dated 03.04.2023.

    Page 3 of 6

    IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH COURT-III I.A. No. 1361 of 2023

    IN

    C.P.(IB)-3116(MB)/2019

    11. According to the Final Report, the Corporate Debtor was incorporated with the object to pursue the business inter alia as Share and Stock Brokers. The Liquidator has signed the financial statements of the company and placed the audited accounts of the company from 07.04.2022 to 31.03.2023 and also submitted the distribution table as below:

    Receipts Amount Rs. Payments Amount Rs.
    Bal with Bank Cash 50077.00 800.00 Liquidation Cost 1,18,600.00
    Contribution from CoC Assets Realised (Shares sold) 1,25,150.00 20,000.00 Liquidation Fees 77,427.00
    Total 1,96,027.00 1,96,027.00

    12. According to the final report, there are no further assets to be realised and all the assets have been disposed of in the proper manner and there were only one operational creditor and no financial creditors in the company.

    13. It is further mentioned in the report that no litigation pending against the Corporate Person and there are no other stakeholders in the company.

    Page 4 of 6

    IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH COURT-III I.A. No. 1361 of 2023

    IN

    C.P.(IB)-3116(MB)/2019

    14. The Compliance Certificate (FORM H) dated 03.04.2023 duly certified by the Liquidator [Under Regulation 45(3) of the Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations, 2016] is duly annexed with the Application.

    15. The Applicant further submits that the affairs of the Corporate Debtor has been completely liquidated in compliance to the provisions of IBC,2016 read with IBBI (Liquidation Process) Regulations, 2016.

    16. The Applicant states that the liquidation Bank Account of the Corporate Debtor having account in IDFC First Bank, Mumbai, bearing the Current Bank Account No. 10092028060 under the Bank Account name as Pacific Shares and Stock Broker Limited in Liquidation is duly closed on 28.03.2023. The document certifying the same is annexed to the Application.

    17. On careful perusal of the Application, this Bench observes that neither any Assets are left with the Corporate Debtor nor any trade receivables are available.

    18. For the purpose of pronouncement of Dissolution of a Corporate Debtor Section 54 of The Insolvency and Bankruptcy Code, 2016, reads as under:

    "54. (1) Where the assets of the corporate debtor have been completely liquidated, the liquidator shall make an application to the Adjudicating Authority for the dissolution of such corporate debtor.

    (2) The Adjudicating Authority shall on application filed by the liquidator under subsection (1) order that the corporate debtor

    Page 5 of 6

    IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH COURT-III I.A. No. 1361 of 2023

    IN

    C.P.(IB)-3116(MB)/2019 shall be dissolved from the date of that order and the corporate debtor shall be dissolved accordingly.

    (3) A copy of an order under sub-section (2) shall within seven days from the date of such order, be forwarded to the authority with which the corporate debtor is registered.

    19. As a consequence, through this Order it is hereby declared that not only it is just and equitable but because of the fact that no asset is available for the purpose of 'Liquidation' as reported by Liquidator, this is a fit case of a Corporate Debtor to be dissolved as prescribed under Section 54 of The Insolvency and Bankruptcy Code, 2016. Ordered accordingly, the Company stands 'Dissolved' from the date of this Order.

    20. Since the Debtor Company stands 'Dissolved' vide this order and no proceedings are now pending, therefore the Registry is directed that the case file be consigned to records.

    21. Copy of this Order shall be forwarded within 7 (seven) days to the concerned authorities and the Registrar of Companies having jurisdiction, for further necessary action as prescribed under Law.

    22. Accordingly, I.A. No. 1361 of 2023 is hereby allowed and disposed of and C.P.(IB)-3116(MB)/2019 is hereby closed.

    Sd/- Sd/-

    CHARANJEET SINGH GULATI LAKSHMI GURUNG

    MEMBER (TECHNICAL) MEMBER (JUDICIAL)

    Shubham

    Page 6 of 6

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    Comments

    M/S. MAYANK ARORA & CO v. PACIFIC SHARES AND STOCK BROKER LTD
    (Aug 22, 2023)