Bank of India Vs Badri Kedar Udyog Private Limited (NCLT Kolkata)
Summary: The NCLT Kolkata allowed the resolution professional’s liquidation application concerning Shree Badri Kedar Udyog Private Limited after the resolution process attracted no expression of interest and Bank of India, the sole financial creditor holding 100% voting share, approved liquidation. The corporate insolvency resolution process had commenced on 05.02.2026 on the bank’s Section 7 application. Form G was published on 03.04.2026, but no interested party responded within the stipulated period. The application also sought condonation of a three-day delay in filing.
The resolution professional reported that the company had remained wholly non-operational for well over three years before insolvency commencement. Its account had been classified as an NPA on 30.04.2018, its last audited financial statements related to FY 2016-17, and a third party had occupied its registered office for four to five years. It had no land, building, plant, machinery or stock; both registered valuers assessed its securities and financial assets at nil. The company, previously engaged in trading fabrics and garments, had no employees, brand value, intellectual property or other identified going-concern value. A transaction audit covering 01.04.2015 to 05.02.2026 led to a separate application under sections 45 and 66 seeking recovery of Rs. 23,08,99,230/-. Other applications concerned cooperation from suspended directors and access to seized records; the liquidation order did not determine those applications on their merits.
The Tribunal recorded that the liquidation question had been considered at the adjourned seventh CoC meeting on 03.08.2026 and that the bank voted in favour on 04.08.2026. It found no impediment to liquidation. It also held that the liquidator’s fees must be determined under amended Regulation 4 of the IBBI (Liquidation Process) Regulations, as substituted by the Fourth Amendment Regulations, 2026. The reproduced provision permits the committee to fix fees at its first meeting after the liquidator’s appointment and otherwise prescribes percentage fees based on distributions to stakeholders.
Ordering liquidation under Section 33(1), the Tribunal appointed Mr. Udit Agarwal as liquidator because the CoC had recommended no insolvency professional. The appointment was subject to a valid authorisation for assignment, with consent and handover of records directed within ten days. The order required public notice, vested management powers in the liquidator, directed cooperation and specified restrictions on proceedings and enforcement. Proceedings by the liquidator required prior CoC approval and leave of the Tribunal. It also directed the prescribed discharge of officers, employees and workmen, subject to continued business during liquidation, and filing of the order with the Registrar of Companies. The application was disposed of, with the main petition listed for progress reporting on 25.11.2026.
FULL TEXT OF THE ORDER OF NCLT KOLKATA
1. This Court convened through hybrid mode of conferencing.
2. Learned Counsel for the parties were heard in extenso.
3. This IA(IBC)(LIQ.)/18(KB)2026 has been preferred by Rachna Jhunjhunwala, the Resolution Professional of the Corporate Debtor to seek the following reliefs, inter alia:
(a) Condone the delay of three days in filing the instant application in view of the reasons mentioned in paragraph No. 23.
(b) To pass necessary order of liquidation of the Shree Badri Kedar Udyog Private Limited under Section 33(1)(a) and Section 33(2) of the Code, 2016;
(c) Such further and/or other order or orders as this Hon’ble Court may deem fit and proper;
4. Brief facts of the case:
4.1. An application was filed by the Bank of India (hereinafter referred to as the “Financial Creditor”) under Section 7 of the Insolvency and Bankruptcy Code, 2016 read Rule 6 of the Insolvency and Bankruptcy (Application to Adjudicating Authority) Rules, 2016 against Shree Badri Kedar Udyog Private Limited (hereinafter referred to as the “Corporate Debtor”).
4.2. This Tribunal vide its order dated 05.02.2026 admitted the application being C.P. (IB)/223(KB)2025 for initiation of Corporate Insolvency Resolution process against the Corporate Debtor and appointed Ms. Rachna Jhunjhunwala as the Interim Resolution Professional (“IRP”). In the 1st CoC Meeting, the IRP was confirmed as Resolution Professional w.r.t. Corporate Debtor.
4.3. That the Applicant RP asserted that the public announcement in terms of Regulation 6 (1) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Person) Regulation, 2016 (“CIRP Regulations”), was published in the newspaper namely “Morning India” ( English) and “Sanmarg” (Hindi).
4.4. The last date for submission of claim was on 19.02.2026 in terms of Regulation 6(2) of the said Regulations. A Claim was received from Bank of India as the sole Financial Creditor holding 100% of the voting share and the CoC was accordingly constituted under Section 21 of the Code on 05.03.2026.
4.5. That the Applicant / RP published form “G” on 03.04.2026 in the newspaper namely Morning India (English) and Sanmarg (Hindi) Ranchi editions, Inviting expression of interest (EoI) for submission of resolution plan. However, no EoI was received from any interested parties by the last date.
4.6. That the Applicant had appointed two Registered Valuers for valuation of Securities and Financial Assets of the Corporate Debtor and both the Valuers submitted their report assigning a value of NIL to the assets of the Corporate Debtor.
4.7. Further, it is submitted that the Applicant had appointed Transaction Auditor with the approval of the CoC the Transaction Auditor has filed their report dated 01.06.2026 covering period from 01.04.2015 to 05.02.2026. on the basis of the Report of Transaction Auditor, the Applicant filed an application on 12.06.2026 before this Adjudicating Authority under section 45 and 66 of the Code seeking, inter alia, recovery of a sum of Rs. 23,08,99,230/-.
4.8. Further, the Applicant had filed an application seeking direction against the Suspended Board of Directors of the Corporate Debtor under Section 19(2) of the Code and has also filed a separate application against the investigating agencies for supply of certified copies of the seized books, bank statements, and registers of the Corporate Debtor.
4.9. It is further submitted that the CoC has taken its decision as per regulation 40D of the IBBI (Insolvency Resolution Process for Corporate Persons ) Regulations, 2016, which are recorded and submitted hereunder in terms of sub-regulation (2) thereof, as follows:
4.9.1. Non-operational status: The Corporate Debtor has been wholly non-operational for a period far exceeding three years immediately preceding the insolvency commencement date. Its account was classified as a non-performing asset on 30.04.2018, its last audited financial statements are for the financial year 2016-17 and its registered office has been in the occupation of a third party for four to five years.
4.9.2. Absence of assets: The Corporate Debtor holds no land and building, no plant and machinery and no stock. The only asset class in respect of which registered valuers could be appointed, namely Securities and Financial Assets, has been valued at Nil by both valuers.
4.9.3. Absence of going concern value: The Corporate Debtor was engaged in the trading of fabrics and garments. It has no employees or workmen, no brand value, no intellectual property, no investments yet to mature and no factor whatsoever which would bring value as a going concern over and above physical assets, of which there are none.
4.9.4. Absence of market interest: Form G was published on 03.04.2026 in newspapers having wide circulation and not a single Expression of Interest was received by the last date. The resolution route stands wholly exhausted.
4.10. That the Applicant further states that the sole financial creditor holding 100% voting share has voted in favour of the resolution for liquidation of the Corporate Debtor under Section 33 of the Code. The Resolution for Liquidation stands approved with 100% voting share whereas there is a requirement of 66% voting share. The Resolution approved is reproduced below:
“RESOLVED THAT the liquidation of Shree Badri Kedar Udyog Private Limited under Section 33 of the Insolvency and Bankruptcy Code, 2016 be and is hereby approved and the RP is authorized to file the Application.”
5. Analysis and findings:
5.1. We have considered the submission made by the learned Counsel for the parties and perused the record.
5.2. As per the adjourned 7th CoC minutes of the meeting held on 03.08.2026, the CoC has considered the question of liquidation / dissolution of the Corporate Debtor. Accordingly, Bank of India being the sole financial creditor holding 100%, has voted in favour of the liquidation of the Corporate Debtor on 04.08.2026.
5.3.
“Regulation 4: Liquidator’s fee.
(1) The committee may fix the fee of the liquidator in the first meeting after the appointment of liquidator during the liquidation process, in accordance with sub-section (8) of section 34.
(2) If the committee has not fixed the fee under sub-regulation (1), the fee as a percentage of the amount distributed to the stakeholders, for the balance period of liquidation, will be as under:
| Amount of Distribution (In Rupees) | Percentage of fee on the amount distributed | ||
|---|---|---|---|
| In the first six months | In the next six months | Thereafter | |
| Amount Distributed to Stakeholders (exclusive of liquidation costs) | |||
| On the first 1 crore | 5.00 | 4.00 | 2.0 |
| On the next 9 Crore | 4.00 | 3.00 | 1.50 |
| On the next 40 Crore | 2.50 | 2.0 | 1.0 |
| On the next 50 crore | 1.25 | 1.0 | 0.50 |
| On further sums realized | 0.25 | 0.20 | 0.10 |
Explanation.- It is hereby clarified that the requirements of this regulation shall apply to the liquidation processes commencing on or after the date of the commencement of the Insolvency and Bankruptcy Board of India (Liquidation Process) (Fourth Amendment) Regulations, 2026.”
5.4. Since Regulation 4 has been substituted, and the Explanation in the amended Regulation 4 that its requirements shall apply from the commencement of the IBBI (Liquidation Process) (Fourth Amendment) Regulations, 2026, the fees of the Liquidator shall be determined in accordance with the amended Regulation 4.
5.5. Hence, there is no impediment in passing the order of liquidation of the Corporate Debtor.
5.6. Accordingly, this Bench, therefore, hereby orders as follows:
(a) Prayers as sought for in IA(IBC)(LIQ.)/18(KB)2026 filed by RP, is allowed and Shree Badri Kedar Udyog Private Limited, the Corporate Debtor is ordered to be liquidated in terms of Section 33(1) of the Code;
(b) Since the Committee of Creditors have not recommended any Insolvency Professional for the appointment of Liquidator, we hereby appoint Mr. Udit Agarwal having IBBI Registration No. IBBI/IPA-001/IP-P-02799/2023-2024/14290, email: [email protected] ; Mobile No.: 9681337160, as the Liquidator as provided under Section 34(1) of the Code subject to her possessing a valid Authorisation for Assignment (AFA) issued by the Insolvency Professional Agency (IPA) of which she is a professional member, in terms of Regulation 7A of the Insolvency and Bankruptcy Board of India (Insolvency Professionals) Regulations, 2019. The Liquidator is directed to submit her consent to act as Liquidator within 10 days of receipt of this order. The erstwhile RP shall handover all papers and documents in his possession concerning the Corporate Debtor to the Liquidator appointed in this matter within 10 days.
(c) The Liquidator shall initiate liquidation process as envisaged under Chapter-III of the Code and the Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations, 2016 and conduct the process in scrupulous observation of the Code and connected Regulations as amended from time to time.
(d) Public Notice shall be issued in the newspapers stating that the Corporate Debtor is in liquidation.
(e) All the powers of the Board of Directors, and of key managerial persons, shall cease to exist in accordance with Section 34(2) of the Code. All these powers shall henceforth vest in the Liquidator.
(f) Every person who is or has been a personnel of the Corporate Debtor, or its promoter, or associated with the management of the Corporate Debtor, or engaged in a contract for service with the Corporate Debtor, shall extend all assistance and cooperation to the Liquidator.
(g) After initiation of liquidation and subject to Section 52 of the Code, moratorium in terms of Section 33(1)(b)(iv) shall come into effect, prohibiting:
I. Institution of suits or continuation of pending suits or proceedings against the corporate debtor including execution of any judgement, decree or order in any court of law, tribunal, arbitration panel or other authority; and
II. Any action to foreclose, recover or enforce any security interest created by the corporate debtor in respect of its property including any action under the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002.
(h) The provisions of Section 33(1)(b)(iv) shall however not apply to legal proceedings in relation to such transactions as may be notified by the Central Government in consultation with any financial sector regulator or any other authority.
(i) No suit or other legal proceeding shall be initiated, or if already pending on the date of this order, be continued by the Liquidator on behalf of the Corporate Debtor, except with the prior approval of the Committee of Creditors and the leave of the Adjudicating Authority, and subject to such conditions as may be imposed by the Adjudicating Authority.
(j) In accordance with Section 33(7) of the Code, this liquidation order shall be deemed to be a notice of discharge to the officers, employees and workmen of the Corporate Debtor except to the extent of the business of the Corporate Debtor continued during the liquidation process by the Liquidator.
(k) In terms of section 33(1)(b)(iii), the Liquidator shall file a copy of this Order with the Registrar of Companies, West Bengal, within whose jurisdiction the Corporate Debtor is registered. Additionally, the Registry shall also forward a copy of this Order to the Registrar of Companies, West Bengal.
6. The application vide IA(IBC)(LIQ.)/18(KB)2026 shall stands disposed of with the above directions.
7. List the main C.P. (IB)/223(KB)2025 for reporting progress on 25th of November, 2026.
8. The Registry is directed to send e-mail copies of the order forthwith to all the parties and their Ld. Counsel for information and for taking necessary steps.
9. Certified copy of this order may be issued, if applied for, upon compliance of all requisite formalities.
