CoC-driven liquidation under the Insolvency and Bankruptcy Code requires liquidation once no viable resolution plan emerges.

Where the Committee of Creditors, by the requisite voting share, resolves to liquidate a corporate debtor before confirmation of any resolution plan, Section 33(2) of the Insolvency and Bankruptcy Code requires liquidation to follow. The text notes that no viable resolution plan emerged, continuation of CIRP was commercially imprudent, and the corporate debtor had no meaningful assets for realisation, so liquidation was ordered under Chapter III of the Code. On liquidation, the Resolution Professional may ordinarily be appointed as Liquidator if eligible and consenting, and the document records that liquidation directions, including the statutory framework for claims, costs, reports, and vesting of powers, were issued.

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

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

Analysis: The Corporate Debtor had already undergone CIRP, no viable resolution plan emerged, and the Committee of Creditors resolved to liquidate the Corporate Debtor with the requisite voting share. The Corporate Debtor had no meaningful assets left for realisation, and continuation of CIRP was found to be unworkable and commercially imprudent. The statutory mandate under Section 33(2) required liquidation once the CoC decision was communicated before confirmation of a resolution plan.

Conclusion: Liquidation was ordered and the Corporate Debtor was directed to be wound up in accordance with Chapter III of the Code.

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

Analysis: On the passing of a liquidation order, the Resolution Professional is ordinarily to act as Liquidator subject to written consent, unless replaced. The proposed professional had furnished consent and was found eligible. The order also applied the statutory framework governing liquidation costs, going-concern sale, claims, reports, and the vesting of powers in the Liquidator.

Conclusion: The proposed Insolvency Professional was appointed as Liquidator and consequential liquidation directions were issued.

Final Conclusion: The application was allowed, liquidation was commenced, and the Corporate Debtor was placed into the liquidation regime with the appointed Liquidator to carry out all further steps under the Code and the Regulations.

Ratio Decidendi: Where the Committee of Creditors, exercising its commercial wisdom, resolves with the requisite voting share to liquidate the corporate debtor before confirmation of a resolution plan, the Adjudicating Authority is bound to pass a liquidation order and appoint the eligible Resolution Professional as Liquidator unless validly replaced.

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