The Insolvency and Bankruptcy Code aims to ensure the revival and continuation of the corporate debtor, and the Liquidator has the authority to maintain the company as a 'going concern' and proceed with the liquidation process in accordance with the law.

ORDER :

1. These appeals have been preferred by the management of ‘Hindustan Dorr-Oliver Limited’ (Corporate Debtor) and ‘HDO Technologies Limited’ (the other Corporate Debtor) against orders both dated 25th June, 2018 whereby and whereunder the Adjudicating Authority (National Company Law Tribunal) Mumbai Bench passed orders of liquidation under Section 33(1) of the Insolvency and Bankruptcy Code, 2016 (for short, ‘the I&B Code’) of both the companies with certain directions to the liquidator.

2. Earlier two separate appeals were preferred by ‘resolution applicants namely ‘Eight Finance Pvt. Ltd.’ and ‘Pennar Industries Ltd.’ in respect of the ‘corporate insolvency resolution process’ initiated against ‘Hindustan Dorr-Oliver Limited’ (Corporate Debtor) and ‘HDO Technologies Limited’ (other Corporate Debtor) wherein opportunity was given to them to submit better revised resolution plans and the ‘Committee of Creditors’ were directed to consider them. Subsequently, the ‘resolution applicants’ namely ‘Eight Finance Pvt. Ltd.’ and ‘Pennar Industries Ltd.’ withdrawn their appeals. In the aforesaid background and there being no ‘resolution plan’, we are not inclined to interfere with the impugned orders both dated 25th June, 2018 whereby orders of liquidation has been passed against ‘Hindustan Dorr-Oliver Limited’ (Corporate Debtor) and ‘HDO Technologies Limited’ (other Corporate Debtor).

3. Learned counsel appearing on behalf of the Management (Appellant) submitted that the ‘Liquidator’ is supposed to keep the companies as ‘going concern’ even during the period of liquidation. If so necessary, the ‘Liquidator’ can take steps under Section 230 of the Companies Act, 2013 after consultation with the ‘members’ or ‘the creditors’ of the Companies for making arrangement with the third party and thereafter take approval of the ‘National Company Law Tribunal, Mumbai Bench’. It is further submitted that it is also open to the ‘Liquidator’ to sell the companies to third parties before selling the moveable or immovable assets of the company separately.

4. Learned counsel appearing on behalf of the ‘Liquidator’, on instructions from the ‘Liquidator’, who is present, submits that the ‘Liquidator’ will ensure that both the companies remain going concern and if so necessary, he will take appropriate orders from the Adjudicating Authority. He may also take other steps in accordance with law as suggested by the learned counsel for the appellant subject to the approval of the Adjudicating Authority.

5. We have heard the learned counsel for the parties and perused the record. The Hon’ble Supreme Court in ‘Swiss Ribbons Pvt. Ltd. & Anr. vs. Union of India & Ors. – Writ Petition (Civil) No. 99 of 2018’ by its judgment dated 25th January, 2019, observed as follows:

“11. ………What is interesting to note is that the Preamble does not, in any manner, refer to liquidation, which is only availed of as a last resort if there is either no resolution plan or the resolution plans submitted are not up to the mark. Even in liquidation, the liquidator can sell the business of the corporate debtor as a going concern. [See Arcelor Mittal (supra) at paragraph 83, footnote 3].

(Emphasis added)

12. It can thus be seen that the primary focus of the legislation is to ensure revival and continuation of the corporate debtor by protecting the corporate debtor from its own management and from a corporate death by liquidation. The Code is thus a beneficial legislation which puts the corporate debtor back on its feet, not being a mere recovery legislation for creditors. The interests of the corporate debtor have, therefore, been bifurcated and separated from that of its promoters /those who are in management. Thus, the resolution process is not adversarial to the corporate debtor but, in fact, protective of its interests. The moratorium imposed by Section 14 is in the interest of the corporate debtor itself, thereby preserving the assets of the corporate debtor during the resolution pro