AI Structured Summary
Not yet generated for this judgment
Judgment
Per: VENKATARAMAN SUBRAMANIAM, MEMBER (TECHNICAL) This is a Company Petition filed by the Liquidator of M/s. Bhuvanaa Fabric Agencies Private Limited with CIN: U171219TZ1985PTC001622 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 10th June 1985 under the Companies Act, 1956 having its Registered Office at 109/35, 4th Cross, First Floor, Karungalpatty Main Road, Salem 635006, Tamilnadu with Authorized Capital of Rs.50,00,000/- divided into 5,000 Equity Shares of Rs.1000/- each. The Issued, Subscribed and Paid Up Capital is Rs. 30,10,000 divided into 3010 equity shares of Rs.1000 each. The Company was promoted with the objective of carrying on the business of purchasing and selling of raw cotton, processed cotton, cotton thread, cotton fabrics, synthetic thread, synthetic fibre, synthetic cloth, polyester cloth and cotton & synthetic readymade garments.
It is stated that Board of Directors in their meeting dated 05th February 2022, passed a Resolution for voluntary liquidation of the company under Section 59 of the IBC as the company stopped its business activities since 2015.
It is stated that in the Extra-ordinary General Meeting held on 03rd March 2022, shareholders approved the Voluntary Liquidation and decided to appoint the Applicant to act as the Liquidator to conduct the voluntary liquidation process of the Company.
It is stated that the Company had no creditors and no liability. The Company had only one landed property measuring 16304 sqft of land at Karungalpatty Main Road Gugai, Salem. The company had 7 shareholders comprising of family members. Further, it is stated that there are no dues towards financial institutions, State and Central Government departments / authorities and that the last date for submission of claim stipulated in public announcement was 03.03.2022 and no claims have been received till date. There are no claims or pending issues.
It is stated that the Applicant has conducted the voluntary liquidation process in respect of the Company in accordance with the compliance of IBBI (Voluntary Process) Regulations, 2017. Details of relevant compliances as mandated under Section 59 of IBC r/w IBBI Regulations, 2017 are as below:
| S.NO | COMPLIANCE | AVERMENTS | PAGE NO. IN THE APPLICATION |
|---|---|---|---|
| 1 | Sec. 59 (3) | Board Meeting dated 05.02.2022 | 24 |
| 2 | Sec. 59 (3) | Audited Financial Statements for the period 31.03.2020 and 31.03.2021 | 40-89 |
| 3 | Sec 59 (3) (c) And Reg 3 (1)(c) | EGM dated 03.03.2022 | 100-102 |
| 4 | Section 59 (4) and Reg 3 (2) | Declaration of solvency vide form GNL-2 | 90-92 |
| 5 | Section 59 (4) and Reg 3 | Special Resolution for voluntary liquidation vide form MGT-14 | 103-106 |
| 6 | Regulation 14 | Form-A Public Announcement in newspapers dated 08.03.2022 in "The New Indian Express" (English) & "Dinamani" (Tamil) and IBBI website | 107-109 |
| 7 | SECTION 59(4) | Intimation to Income Tax department and other statutory authorities on 21.03.22 , 23.03.22 and 12.04.22 | VIDE FORM H PAGE 189 SL NO 11 |
| 8 | Sec. 59 (3) | Valuation report for the and which was distributed among shareholders | 30-35 |
| 9 | Regulation 30(1) & Regulation 19 | List of Stakeholders & Proof of claim by other stakeholders in Form F | 114-115 |
| 10 | Reg 9 | Filing of Preliminary Report dated 16.04.2022 | 111-113 |
| 11 | Reg 34 | Opening of Bank Account in the name of the Company followed by the words in liquidation in “DBS Bank” | 110 |
| 12 | Reg 34 | Closure of liquidation bank account in DBS Bank | 110 |
| 13 | Reg 38 | Filing of Final Report dated 28.02.2023 | 174-188 |
| 14 | Reg 38 | Final Report in GNL-2 filed with the ROC | Filed as a separate typeset vide S.R.No.4029 dated 20.09.2023 at Page Nos.1 to 4 |
| 15 | Reg 38 | Submission of Final Report to IBBI on 28.02.2023 | Filed as a separate typeset vide S.R.No.4029 dated 20.09.2023 at Page Nos. 5 to 6 |
| 16 | Reg 38 | Form-H (Compliance Certificate) | 189-194 |
It is stated that the Liquidator has not received any claims during the process of liquidation. There was no cash balance available with the company. The liquidation costs of Rs.2,28,144/- were borne by the directors from their personal resources.
In the Board Meeting dated 05.02.2022 and in the Extraordinary General Meeting dated 03.03.2022, decision to distribute the land measuring 16304 sqft to the shareholders was taken. As per the Valuation report dated 11.12.2021, the value of the land was Rs.1,40,47,000/-.
As there were no liabilities, the landed property was distributed to the stakeholders in proportion to their shareholding by Liquidator by executing Deed of Conveyance on 08.02.2023, thereby liquidating the entire assets. The stamp duty and registration expenses were borne by the shareholders.
The extract of distribution of land measuring 16304 sqft to the shareholders with details of Conveyance Deed etc. are given below:
| S.No | NAME OF SHAREHOLDERS TO WHOM LAND DISTRIBUTED BY CONVEYANCE DEED | SQFT OF LAND | PAGE NOS |
|---|---|---|---|
| 1 | Mr.R.Obuli | 5429 sqft | 178-180 |
| 2 | Mr.R. Ravishankar | ||
| 3 | Mr.R.Karthikeyan | ||
| Registered at SRO office Dadagapatti vide Document No 1332/2023 dated 08.02.2023. (1 to 3 jointly) | |||
| 4 | Mr.S.R.Jayaraman | 5430 sqft | 181-183 |
| 5 | Mrs.J.Nagarathinam | ||
| Registered at SRO office Dadagapatti vide Document No.1333/2023 dated 08.02.2023. (4&5 jointly) | |||
| 6 | Mr.S.R.Venugopal | 5445 sqft | 184-187 |
| 7 | Mrs. V.Parimala | ||
| Registered at SRO office Dadagapatti vide Document No 1331/2023 dated 08.02.2023. (6&7 jointly) | |||
Further, after making various payments including liquidation costs as per the provisions of Section 53(1) of IBC, 2016, the Liquidator has distributed the funds among the shareholders as detailed below:
17. DISTRIBUTION:
| Sl.No. | Stakeholders* Under section 52 and 53(1) | Amount claimed | Amount Admitted | Amount Distributed | Amount Distributed to the Amount Claimed (%) | Remarks |
|---|---|---|---|---|---|---|
| (1) | (2) | (3) | (4) | (5) | (6) | (7) |
| 1 | Realization of security interest | NOT APPLICABLE | ||||
| 2 | Liquidation cost (Sec.53(1)(a)) | BORNE BY DIRECTORS/SHAREHOLDERS PERSONALLY | ||||
| 3 | Workmen's dues (Sec. 53(1)(b)(i)) | NIL | ||||
| 4 | Debts of Secured Creditors (Sec53(1)(b)(ii)) | NIL | ||||
| 5 | Wages and unpaid dues to Employees (Sec.53(1)(c)) | NIL (NO EMPLOYEE) | ||||
| 6 | Debts of Unsecured Financial Creditors (Sec.53(1)(d)) | NIL | ||||
| 7 | Government Dues+Amount Unpaid following Enforcement of Security Interest (Sec 53(1) (e)) | NIL | ||||
| 8 | Any remaining Debts and Dues (Sec 53(1)(f)) | NIL | ||||
| 9 | Preference Shareholders (Sec.53(1)(g)) | NIL | ||||
| 10 | Equity Shareholders (Sec. 53(1)(h)) | 7 Equity shareholders. Only one landed property available in the company distributed to the shareholders in proportion to their holdings. Page No.187 of Type set. | ||||
| TOTAL | NIL | |||||
Thus on examining the submissions made by the Learned Counsel for the Applicant and after perusing the documents annexed to the application, we find 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 the IBC, 2016, we hereby order the dissolution of M/s. Bhuvanaa Fabric Agencies Private Limited. The Applicant Company shall stand dissolved from the date of this order. Accordingly, the Company Petition stands allowed.
The Registry and Liquidator are directed to serve a copy of this order upon Registrar of Companies, Concerned and also to IBBI within 14 days from the date of this order.