Pranav B Prem

The National Company Law Tribunal (NCLT), Kochi Bench, comprising Vinay Goel (Judicial Member) and Madhu Sinha (Technical Member), has ordered the liquidation of Malayalam Vehicles India Private Limited, a former Tata Motors passenger vehicle dealer, after the Committee of Creditors (CoC) resolved to liquidate the company upon receiving no resolution plans despite two rounds of public invitations.

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Background

The application was filed by P. Balasubramanian, the Resolution Professional (RP) of Malayalam Vehicles India Pvt. Ltd., under Section 33(2) of the Insolvency and Bankruptcy Code, 2016 (IBC), seeking an order of liquidation and his appointment as the liquidator. The Corporate Insolvency Resolution Process (CIRP) against Malayalam Vehicles India Pvt. Ltd. was initiated by the NCLT Kochi Bench on April 4, 2025, upon a Section 10 application filed by the company itself. The tribunal admitted the application and appointed Mr. Jayaprakash M.D. as the Interim Resolution Professional (IRP).

The company, incorporated on April 12, 2017, had been a Tata Motors dealer for passenger vehicles but had lost its dealership before the initiation of the CIRP. It had two showrooms at Aluva and Vyttila and a service centre at Vazhakala, operating from rented premises. After admission, the IRP issued a public announcement on April 7, 2025, and constituted the CoC on April 26, 2025. The IRP later invited Expressions of Interest (EOI) for submission of resolution plans twice—first on June 4, 2025, and again on July 8, 2025—but no EOIs were received. Subsequently, the CoC in its 6th meeting on August 22, 2025, passed a resolution with 89.07% voting share to liquidate the corporate debtor and confirmed P. Balasubramanian as the liquidator.

Proceedings Before The Tribunal

The CoC’s decision was placed before the NCLT through the present application. The RP submitted that despite repeated invitations and public notices, no investor or resolution applicant had come forward. The company had no ongoing business operations or viable assets to sustain a resolution plan, and liquidation was the only practical course of action. The CoC also fixed the fee payable to the liquidator at ₹1,00,000 plus applicable GST and out-of-pocket expenses for each stage of the liquidation process, including any period used for compromise or sale under the IBBI (Liquidation Process) Regulations, 2016.

Tribunal’s Observations

The Bench observed that the CoC’s decision to liquidate was taken after due deliberation and in accordance with Section 33(2) of the IBC. It noted that no viable resolution plan was received even after two rounds of public notices and that continuation of the CIRP would serve no useful purpose. Referring to the Supreme Court’s settled principle that the commercial wisdom of the CoC is paramount in insolvency proceedings, the Tribunal stated that once the CoC resolves to liquidate the corporate debtor with the required majority, the Adjudicating Authority is bound to pass the liquidation order. The Bench further noted that the valuation of assets was underway and that the CoC had also examined the feasibility of a compromise or arrangement under Regulation 2B(1) of the IBBI (Liquidation Process) Regulations, 2016, but no such proposal materialized.

Order

Accepting the CoC’s decision, the Tribunal ordered the liquidation of Malayalam Vehicles India Pvt. Ltd. under Section 33(2) of the IBC and appointed P. Balasubramanian, the Resolution Professional, as the Liquidator under Section 34 of the Code. The Bench directed the Liquidator to:

• Take custody of all assets, properties, and actionable claims of the corporate debtor.

• Preserve and protect the assets as per Section 35(1)(b) & (d) of the IBC.

• Issue a public notice of liquidation in English and regional newspapers as required under Section 33(1).

• File a preliminary report within 75 days from the liquidation commencement date, in line with Regulation 13 of the IBBI (Liquidation Process) Regulations, 2016.

The Tribunal clarified that, as per Section 33(7) of the IBC, the liquidation order shall be deemed to operate as a notice of discharge to all directors, officers, and employees of the company, except to the extent that the business is continued by the liquidator. The Liquidator was also directed to file a copy of the order with the Registrar of Companies, Kerala, in compliance with Section 33(1)(b)(iii) of the Code.

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In light of the CoC’s resolution and the failure to attract any resolution plan, the NCLT Kochi Bench held that liquidation was the only feasible outcome. The Tribunal thus ordered the liquidation of Malayalam Vehicles India Pvt. Ltd., appointing the RP as the Liquidator and directing compliance with all statutory procedures under the Insolvency and Bankruptcy Code, 2016.

Appearance

For Applicant: Mr. Vinod P V, Advocate

Resolution Professional: P Balasubramanian

Cause Title: M/s Malayalam Vehicles India Private Limited

Case No: IA (IBC) Liq/6/KOB/2025 IN CP ((1BC) / 55) / K 0B / 2024

Coram: Vinay Goel (Judicial Member), Madhu Sinha (Technical Member)