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Judgment
Per: SAMEER KAKAR, MEMBER (TECHNICAL)
This is a Company Application filed by the Liquidator in relation to the voluntary liquidation of M/s. CAI Industries CBE Private Limited with CIN:U35999TZ1997PTC007799, under Section 59(7) of the Insolvency and Bankruptcy Code, 2016 (hereinafter referred to as "IBC, 2016"), seeking dissolution of the Company.
The Applicant Company was incorporated on 24.03.1997 under the provisions of the Companies Act, 1956. The main object of the Company is to carrying on the business of dealers, manufacturer's hirers. Repairers, cleaners, stores and warehouses of motor cars, motor cycles, cycle cars, motors, scooters, cycles, bicycles and carriages, launches, boats, and other conveyances of all descriptions whether propelled or assisted by means of petrol, diesel oil, spirit, steam, gas, electrical, jet propulsion or any type of power and all engines, chassis bodies and other things used for or in connection with motors and other things in India or elsewhere etc. The details of the main objects are set out in the Memorandum of Association which is filed along with the typed set.
It is stated in the Petition that as the business is no longer viable, the management was left with no option but to close down the business operations. Hence, a Board meeting was held on 05.10.2020 to consider winding up and voluntary liquidation of the Company as per the provisions contained under Section 59 of the Insolvency and Bankruptcy Code, 2016, wherein a Resolution was passed to conduct the Extraordinary General Body Meeting on 07.10.2020.
In the Extraordinary General Meeting of the Shareholders of the Company took place on 07.10.2020 wherein it was unanimously resolved to appoint the Applicant herein to act as a liquidator for conducting voluntary liquidation process in relation to the Company under Section 59 of IBC, 2016.
It was submitted that the Applicant herein has conducted the Voluntary Liquidation process in respect of the Company in Liquidator in accordance with the IBBI (Voluntary Liquidation Process) Regulations, 2017. The details the relevant compliances as mandated under Section 59 of the IBC, 2016 read with the IBBI (Voluntary Liquidation Process) Regulations, 2017 are listed hereunder:-
| S.NO | COMPLIANCE | AVERMENTS | PAGE NO. IN THE APPLICATION |
|---|---|---|---|
| 1 | Sec. 59 (3) | Board Meeting approving voluntary liquidation and notice for Extraordinary general meeting dated 07.10.2020 | 126-130 |
| 2 | Sec. 59 (3) | Audited Financial statements for the years 2018-19 and 2019-20. | 34-121 |
| 3 | Sec 59 (3) (c) And Reg 3 (1)(c) | EGM dated 07.10.2020 approving the voluntary liquidation | 135-142 |
| 4 | Section 59 (4) and Reg 3 (2) | Declaration of solvency filed with ROC in Form GNL-2 dated 12.10.2020. | 122-125 |
| 5 | Section 59 (4) and Reg 3 | Special Resolution for voluntary liquidation passed by shareholders in EGM vide Form MGT-14 dated 12.10.2020 | 143-146 |
| 6 | Regulation 14 | Form A Public Announcement in Business Standard (English) dated and Hindu (Tamil) and | 149 -151 |
| IBBI website dated 12.10.2020. | |||
| 7 | Section 178 of IT Act, 1961 | Intimation to the IT Department and request for NOC dated 13.10.2020 | 177-180 |
| 8 | Reg 9 | Date of filing of preliminary report dated 18.11.2020 | 169-176 |
| 9 | Reg34 | Closure of Liquidation Bank Account of Indian Overseas Bank dated 30.08.2021 | 181 |
| 10 | Reg 38 | Filing Final report dated 06.10.2021 | 183-197 |
| 11 | Reg 38 | Final report in GNL-2 filed with the ROC dated 15.10.2021 | 198-201 |
| 12 | Reg 38 | Submission of Final Report to IBBI dated 15.10.2021 | 202 |
| 13 | Reg 38 | Form-H – Compliance certificate dated 26.07.2022 | Filed along with the memo of compliance in SR No.4660 dated 26.07.2022. |
It was submitted by the Learned Counsel for the Applicant has the Liquidator has not received any claims during the process of liquidation. Further, it was submitted that after making various payments including liquidation costs paid in full as per the provisions of Section 53(1) of IBC, 2016, the Liquidator has distributed the funds among the shareholders as detailed below:
| CAI Industries CBE Private Limited CIN: U35999TZ199FPTC007799 Liquidator Statement Period: 07-10-2020 to 01-09-2021 | |||||
|---|---|---|---|---|---|
| Receipts since 07-10-2020 | Estimated value (INR) | Value realized (INR) | Payments Since 07-10-2020 | Payments (INR) | Annexure-1 Payments (INR) |
| Cash & Bank Balance as on 07-10-2020 | 1,87,17,347 | 1,87,17,347 | Legal, Liquidation Fee and other incidental payments | ||
| 1. Miscellaneous Receipts | 6,854 | 6,854 | 1. Liquidator's Fee | 3,17,500 | |
| 2. Income Tax Refund Received | 22,71,190 | 22,71,190 | 2. Liquidation Expense | 50,260 | |
| 3. Income Tax (TDS) | 32,500 | ||||
| 4. Bank Charges | 428 | ||||
| 5. Travelling Expenses | 71,500 | ||||
| Payment to Members: | |||||
| 1. (ashree Varadara) | 1,60,12,177 | ||||
| 2. CAI Industries Pvt Ltd | 37,74,223 | ||||
| 3. Rajini Varadara) | 7,16,802 | 2,05,23,203 | |||
| 2,09,95,391 | 2,09,95,391 | ||||
Thus, on examining the submissions made by the Learned Counsel for the Applicant and after perusing the documents annexed to the Application it appears that the affairs of the Company have been completely wound up and the assets of the Applicant Company have been completely liquidated and as such the Applicant Company deserves to be dissolved. Accordingly, in exercise of the powers conferred under Section 59(8) of IBC, 2016, we hereby order the dissolution of CAI Industries CBE Private Limited and the Applicant Company shall stand dissolved from the date of this order. Accordingly, the Company Application stands allowed.
The Registry and the Liquidator are directed to serve a copy of this order upon the Registrar of Companies, Coimbatore, and also to IBBI, within 14 days from the date of this Order.