NCLT Directs Liquidation After 741-Day CIRP Expires Without Approved Resolution Plan

State Bank of India Vs Tradco Deesan Private Limited (NCLT Mumbai)

The National Company Law Tribunal (NCLT), Mumbai Bench, considered an application filed by the Resolution Professional of Shri Tradco Deesan Private Limited seeking initiation of liquidation proceedings under Section 33(1) of the Insolvency and Bankruptcy Code, 2016 (IBC). The Corporate Debtor had been admitted into Corporate Insolvency Resolution Process (CIRP) on 15 February 2023. Although the admission order was initially stayed by the NCLAT on appeal by the suspended Board of Directors, the stay was later vacated on 1 September 2023.

Following confirmation of the Resolution Professional’s appointment, Form-G was published inviting Expressions of Interest. The last date for submission of resolution plans was initially fixed as 15 February 2025 and later extended until 6 May 2025. Two resolution plans were received and placed before the Committee of Creditors (CoC), but the prospective resolution applicants failed to provide the required addendums within the prescribed timeframe.

A total of 24 CoC meetings were held during the CIRP. Several resolutions were passed seeking extensions of the CIRP period, and multiple applications for extension were allowed by the Tribunal from time to time. The CoC also resolved to republish Form-G and repeatedly sought further time for completion of the process. Various interlocutory applications relating to exclusion of time, extension of CIRP and other procedural matters were decided by the Tribunal.

The Resolution Professional informed the Tribunal that the original 180-day CIRP period, together with all extensions granted by the NCLT, had aggregated to 741 days and expired on 20 November 2025. During the 23rd CoC meeting held on 10 November 2025, an agenda seeking extension of CIRP for 60 days from 21 November 2025 to 20 January 2026 was put to e-voting. However, no CoC member voted in favour of the extension and the resolution failed.

Subsequently, during the 24th CoC meeting held on 19 November 2025, a fresh resolution seeking extension of CIRP by 30 days for completion of voting on the resolution plans was placed for e-voting. The resolution received only 24.85% votes in favour from HDFC Bank and Axis Bank, while State Bank of India, holding 69.25% voting share, voted against the proposal. Consequently, the extension was not approved.

The Resolution Professional thereafter informed the CoC through email dated 21 November 2025 that, due to expiry of the CIRP period and failure to secure extension approval, an application for liquidation of the Corporate Debtor would be filed. After filing of the liquidation application, the 25th CoC meeting was held on 4 December 2025, where the CoC approved the name of the proposed Liquidator with 69.25% voting share.

The Tribunal noted that the proposal for extension of CIRP had been rejected by the CoC and, therefore, voting on the resolution plans could not be completed. It further observed that no resolution plan had been approved within the CIRP period and that the provisions of Section 33 of the IBC were clearly attracted. Section 33 provides that where no resolution plan is received or approved within the prescribed period, the Adjudicating Authority is required to pass an order directing liquidation of the Corporate Debtor.

After examining the material on record, the Tribunal held that since the CIRP period had expired and no resolution plan had been submitted under Section 30(6) of the Code within the prescribed period, liquidation of the Corporate Debtor was the only available course under Chapter III of the IBC.

Accordingly, the NCLT ordered liquidation of Shri Tradco Deesan Private Limited in accordance with the provisions of the IBC and the applicable regulations. The Tribunal appointed Akhil Ahuja as Liquidator under Section 34 of the Code and directed that the Liquidator would be entitled to fees as prescribed under the Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations, 2016.

The Tribunal further ordered commencement of a fresh moratorium under Section 33(5) of the IBC and declared that the order would operate as notice of discharge to officers, employees and workmen of the Corporate Debtor under Section 33(7). The Liquidator was directed to proceed with liquidation in accordance with the Code and applicable regulations and submit a preliminary report within seventy-five days from the liquidation commencement date. The Tribunal also clarified that the powers of the Board of Directors and Key Managerial Personnel would cease and vest in the Liquidator.

The interlocutory application seeking liquidation was accordingly allowed.

FULL TEXT OF THE NCLT JUDGMENT/ORDER

The above IA is listed for pronouncement of the order. The same is pronounced in open court, vide a separate order.

1. The present Application has been filed by Rakesh Kumar Relan, Applicant/Resolution Professional of Shri Tradco Deesan Private Limited (“Corporate Debtor”) seeking initiation of Liquidation Process of the Corporate Debtor in terms of Section 33(1) of Insolvency and Bankruptcy Code, 2016 (“Code”).

Facts as per the Application

2. The Corporate Debtor was admitted into the Corporate Insolvency Resolution Process (“CIRP”) by this Tribunal vide Order dated 15.02.2023. Thereafter, the Suspended Board of Directors filed an appeal against the admission order and the CIRP was stayed by Hon’ble NCLAT, which was subsequently vacated vide order dated 01.09.2023.

3. Thereafter, pursuant to confirmation of appointment of the Applicant as the RP, the applicant published Form-G in Financial Express (English) and Navakal (Marathi) Mumbai Edition on 08.12.2023, wherein last date for receipt of Expression of Interest (“EoI”) was 23.12.2023. The Applicant published final list of PRAs on 07.01.2024.

4. The last date of submission of resolution plans was fixed by the RP with CoC approval as 15.02.2025 which was extended further till 06.05.2025. Thereafter, two resolution plans were received and the same were placed before the CoC; however, the PRAs did not provide requisite addendums to the plans as per discussion within the time-frame provided to them.

5. In total 24 CoC Meetings were held. For the sake of brevity, the relevant meetings have been encapsulated in the following table: –

6. The following orders were passed by this Tribunal relating to the CIRP of the Corporate Debtor: –

7. It is submitted that the initial period of 180 days prescribed for completion of the CIRP, along with the extensions granted by this Adjudicating Authority from time to time, aggregating to a total of 741 days, has expired on 20.11.2025. Pursuant to the discussions in 23^rd CoC meeting dated 10.11.02025, agenda for approval of extension of CIRP period for 60 days from 21.11.2025 to 20.01.2026 was put for e-voting, which was conducted during 12.11.2025 to 17.11.2025, however, none of the CoC members voted on the extension agenda and the same was not approved.

8. In the 24th CoC meeting dated 19.11.2025, a resolution for extension of
the CIRP period by 30 days, for completion of voting on resolution plans, was put to e-voting. The e-voting concluded on 20.11.2025, however, the resolution was not approved, having received only 24.85% votes in favour (HDFC Bank and Axis Bank) and 69.25% votes against (State Bank of India).

9. Accordingly, the RP vide email dated 21.11.2025, informed the CoC members that he shall proceed with the filing an application for liquidation of the Corporate Debtor due to efflux of time. Post filing of Liquidation Application, the 25t^h CoC meeting has been conducted on 04.12.2025 wherein the CoC with 69.25% voting share, has approved the name of Liquidator.

Analysis & Findings

10. Heard Ld. Counsel for the RP and perused documents available on record. It is noted that the Committee of Creditors, by 69.25% voting share, rejected the proposal for extension of the CIRP period in the e-voting concluded on 20.11.2025. Therefore, voting on the Resolution Plan could not be completed. In the absence of any Resolution Plan on the table, and considering the fact that the CIRP period has already expired, provisions of Section 33 of the Code are clearly attracted. The relevant extract of Section 33 is reproduced below for the ready reference:

“Section 33: Initiation of liquidation

(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.

11. It is brought to our notice through the present Application that the CIRP period has already expired and no Resolution Plan has been approved by the CoC. In view of the facts and circumstances of the case and the discussions hereinabove, this Bench is of the considered opinion that the present Interlocutory Application is in consonance with Section 33(1) of the Code. Accordingly, as no Resolution Plan has been submitted under Section 30(6) of the Code within the prescribed period, this Authority is left with no option but to order liquidation of the Corporate Debtor in the manner laid down in Chapter III of the Code. Therefore, the following order is passed in I.A. No. 96 of 2025 in C.P. (IB) No. 1135 of 2021:

ORDER

a. The Corporate Debtor, Shri Tradco Deesan Private Limited is directed to be liquidated in accordance with the provisions of the IBC and applicable regulations.

b. As proposed by the CoC, we hereby appoint, Akhil Ahuja, bearing Registration No. IBBI/IPA-001/IP-P-02072/2020-2021/13213; having address at Floor No. 8, Flat No. 803, Chandak Cornerstone, David S Barretto Road, Upper Worli, Worli, Mumbai City, Maharashtra, 400018, e-mail id: caakhilahuja@gmail.com, is appointed to act as the Liquidator in terms of Section 34 of the Code.

c. The Liquidator for conduct of the liquidation proceedings would be entitled to the fees as per Regulation 4 of Insolvency and Bankruptcy Board of India (Liquidation Process) Regulation, 2016.

d. A fresh moratorium shall commence under Section 33(5) of the Code. Page 7 of 8

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 Code, 2016.

f. The Liquidator is directed to proceed with the process of liquidation as laid down under Chapter III of the Part II of Insolvency and Bankruptcy Code, 2016 and the Insolvency & Bankruptcy Board of India (Liquidation Process) Regulations, 2016.

g. The Liquidator shall submit a Preliminary Report to the Adjudicating Authority within seventy-five days from the liquidation commencement date as per Regulation 13 of the Insolvency and Bankruptcy (Liquidation Process) regulations, 2016.

h. The Liquidator appointed under section 34 of the Code shall have all the powers of the Board of Directors, Key Managerial Personnel and the existing Board of the Corporate Debtor, the Key Managerial Persons and the partners shall cease to have effect.

i. The personnel of the corporate debtor shall extend all co-operation to the Liquidator as required by him in managing the Liquidation process of the Corporate Debtor.

j. Registry shall furnish a copy of this Order to:

a. Insolvency and Bankruptcy Board of India, New Delhi;

b. Regional Director (Western Region), Ministry of Corporate Affairs;

c. Registrar of Companies & Official Liquidator, Maharashtra;

d. Erstwhile Resolution Professional, Mr. Rakesh Kumar Relan.

e. Liquidator, Mr. Akhil Ahuja.

12. Accordingly, the I.A. No. 96 of 2025 is allowed in above terms.