AI Structured Summary
Not yet generated for this judgment
Judgment
Per: Justice (Retd.) RAMALINGAM SUDHAKAR, PRESIDENT
The above application has been preferred by Applicant/ Liquidator under section 59(7) of the Insolvency and Bankruptcy Code, 2016. (hereinafter referred to as "IBC, 2016") praying for an order to dissolve the Applicant Company "M/s Oyster Holding Private Limited".
The Authorized representative for the Applicant appeared and submitted that the Applicant Company be dissolved as all the compliances mandated under the IBC, 2016 read with the attendant regulations has been complied with. Further the Authorized representative for the Applicant submitted that the Applicant Company has 'NIL' creditors, thus the meeting for obtaining consent of creditors was not necessitated.
The Authorized representative for the Applicant highlighted that the Applicant Company has no assets or liability except for cash and bank balances lying in the bank account of the Applicant Company. Further it is submitted that after meeting all the liquidation expenses Rs.1,78,08,473/- (Rupees One Crore Seventy Eight Lakhs Eight Thousand four Hundred and Seventy Three/-) was distributed to the stakeholders and the details as averred in the Application are as follows:-
| S. NO | NAME OF SHAREHOLDER | NO OF SHARES HELD | AMOUNT REMITTED (R.S.) | DATE OF REMITTANCE |
|---|---|---|---|---|
| 1. | P. Janakiraman | 100 | 1,58,297 | 31.12.2021 and 18.02.2022 |
| 2. | Lalitha Janakiraman | 11,150 | 1,78,50,17 6 | 31.12.2021 and 18.02.2022 |
It was submitted that pursuant to the distribution of assets mentioned Supra the liquidation Account of the Applicant Company in HDFC Bank Ltd., bearing Account No 12257630000014 was closed. The said letter pertaining to voluntary liquidation account closure issued by the Bank is placed as Annexure- 13 of the Application typeset.
The Authorized representative for the Applicant submitted that no litigations are pending against the Applicant Company and no objections have been made to the notices sent to the statutory authorities intimating them about the liquidation commencement.
Heard the submissions of the Applicant. Shorn of all the details the relevant compliances as mandated under Section 59 of the IBC, 2016 read with the attendant rules and regulations are listed hereunder:-
| S.NO | COMPLIANCE | AVERMENTS | ANNEXURE/ PAGE NOS IN THE APPLICATION TYPESET |
|---|---|---|---|
| 1. | Section 59 (3) | Board Meeting approving voluntary liquidation and notice for Extraordinary general meeting dated 24.02.2021 | 56-61 |
| 2. | Section 59 (3) | Audited Financial statements for the years 2018-19 and 2019-20 | 66-114 |
| 3. | Sec 59 (3) (c) And Reg 3 (1) (c) | EGM dated 19.03.2021 approving the voluntary liquidation | 119-126 |
| 4. | Section 59 (4) and Reg 3 (2) | Declaration of solvency filed with ROC in Form GNL-2 dated 22.03.2021 | 115-118 |
| 5. | Section 59 (4) and Reg 3 | Special Resolution for voluntary liquidation passed by shareholders in EGM vide Form MGT-14 dated 20.03.2021 | 127-130 |
| 6. | Regulation 14 | Form A Public Announcement in Trinity Mirror (English) dated | 132-133 |
| 22.03.2021 and Makkal Kural (Tamil) 22.03.2021 and IBBI website dated 29.03.2021 | |||
| 7. | Section 178 of IT Act, 1961 | Intimation to the IT Department and request for NOC dated 28.04.2021 | 137 |
| 8. | Reg 9 | Date of filing of preliminary report dated 30.04.2021 | 134-136 |
| 9. | Reg 35 | Remittance of Rs. 1,58,297 to P.Janakiraman dated 31.12.2021 and Rs. 1,76,50,176 to Lalitha Janakiraman on 18.02.2022 respectively | |
| 10. | Closure of Liquidation Bank Account no. 12257630000014 with HDFC Bank dated 28.03.2022 | 138 | |
| 11. | Reg 38 | Date of filing final report dated 12.04.2022 | 141-147 |
| 12. | Reg 38 | Audit receipts and payments in liquidation dated 29.03.2022 | 139-140 |
| 13. | Reg 38 | Final report in GNL-2 filed with the ROC dated 12.04.2022 | 148-151 |
| 14. | Reg 38 | Form-H - Compliance certificate dated 02.05.2022 | 154-160 |
This Tribunal places the above mentioned documents on record. On examining the submissions made by the Learned Authorized Representative 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 M/s Oyster Holdings 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, Chennai, and also to IBBI within 14 days from the date of this Order.