Liquidation under insolvency law follows a CoC resolution before plan approval, with appointment of the Resolution Professional as liquidator.

Section 33(2) of the Insolvency and Bankruptcy Code permits liquidation where the Committee of Creditors, by the requisite voting share and before approval of any resolution plan, resolves to liquidate the corporate debtor. The note also explains that a Resolution Professional may be appointed as Liquidator under sections 34(1) and 34(2), subject to valid authorization for assignment and other statutory eligibility requirements. It further records the usual liquidation directions that follow, including public notice, cessation of board powers, cooperation by personnel, institution of proceedings, and filings with the Registrar of Companies.

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Issues: (i) Whether the Corporate Debtor was liable to be put into liquidation under section 33(2) of the Insolvency and Bankruptcy Code, 2016 on the basis of the Committee of Creditors' decision. (ii) Whether the Resolution Professional could be appointed as Liquidator and consequential liquidation directions could be issued.

Issue (i): Whether the Corporate Debtor was liable to be put into liquidation under section 33(2) of the Insolvency and Bankruptcy Code, 2016 on the basis of the Committee of Creditors' decision.

Analysis: The Corporate Debtor had no ongoing business activity, no traceable books of account or updated financial records, no movable or immovable assets, and a nil liquidation value. The Committee of Creditors, consisting of the sole financial creditor, approved liquidation with 100% voting share before expiry of the CIRP period. Section 33(2) permits liquidation when the resolution professional communicates a CoC decision taken with the required voting share before confirmation of a resolution plan.

Conclusion: Liquidation was ordered in favour of the applicant and the Corporate Debtor was directed to be liquidated.

Issue (ii): Whether the Resolution Professional could be appointed as Liquidator and consequential liquidation directions could be issued.

Analysis: The proposed Resolution Professional had consented to act as Liquidator, subject to having a valid Authorization for Assignment. The statutory scheme under sections 34(1) and 34(2) of the Code and the liquidation regulations also warranted issuance of the usual consequential directions regarding public notice, cessation of board powers, cooperation of personnel, institution of proceedings, and filing with the Registrar of Companies.

Conclusion: The Resolution Professional was appointed as Liquidator subject to compliance with the prescribed eligibility requirement, and the connected liquidation directions were issued.

Final Conclusion: The CIRP was brought to an end by ordering liquidation of the Corporate Debtor, with the liquidation process to proceed under the statutory framework and under the control of the Liquidator.

Ratio Decidendi: Where the Committee of Creditors, before approval of any resolution plan, resolves by the requisite voting share to liquidate a corporate debtor and the record shows no business operations or realizable assets, the Adjudicating Authority may order liquidation under section 33(2) of the Code and appoint the proposed professional as liquidator in accordance with the Code.

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