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Judgment
Per: Anuradha Sanjay Bhatia, Member (Technical)
This is a Company Petition filed under Section 59(7) of the Insolvency and Bankruptcy Code, 2016 (hereinafter called "Code") by a Corporate Person, namely Kingspan India Private Limited, through the Insolvency Professional, namely, Mr. Dinesh Kumar Mundada, for dissolution of the Corporate Person, through voluntary liquidation and accordingly it has proposed for voluntarily winding up under Section 59 of the Code, read with Rules and Regulations therein. The Corporate Person has completed requisite formalities and procedure of liquidation in compliance of law and has filed this Petition for its dissolution under Section 59(7) of the Code.
The Corporate Person was incorporated on 14.05.2007, CIN No. U31200MH2007PTC262290, having Registered Office No. 301, Acropolis, 248/ 310, Military Road Marol, Andheri East, Mumbai-400059.
The Board of Directors of the Corporate Person, by a Resolution dated 20.05.2019 decided to liquidate the company voluntarily. The Board of Directors, after having made full inquiry into the affairs of the Corporate Person, formed an opinion that the Company has no debt and the Company is not being liquidated to defraud any person and filed a declaration to that effect and also filed declaration of solvency in form GNL-2 with Registrar of Companies, Pune on 10.07.2019 as required under Section 59(3)(a) of the Code.
The Applicant enclosed the Audited Financial Statement for the latest two Financial Years 2017-2018 and 2018-2019 as provided under Section 59(3)(b)(i) of the Code.
On 17.06.2019 the members of the Corporate Person passed a Special Resolution in the Extra-Ordinary General Meeting to liquidate the Company and to appoint Mr. Dinesh Gopal Mundada, as the Liquidator, with a remuneration of Rs. 2,50,000/- exclusive of costs of engaging other professionals, statutory expenses, expenses incurred on publication of notices, other incidental expenses and applicable taxes that may be incurred in the process of voluntary liquidation of the company for performing the job of liquidation of the Corporate Person as required under Section 59 (3)(c)(i) of the Code.
The Directors, Mr. Sameer Shashikant Jadhav & Mr. Suat Kiroglu, has affirmed on affidavit, declaring the solvency of the company. Therefore, it can be said that the company is not liquidated to defraud any person.
The Liquidator made a public announcement on 28.06.2019, regarding the liquidation of the Corporate Person in two newspapers one in English and another in vernacular language, calling upon the stakeholders, if any, to submit their claims as required under Regulation 14 of IBBI (Voluntary Liquidation Process) Regulations, 2017 (hereinafter called "IBBI Regulations"). The liquidator did not receive any claims in response to the public announcement.
The Liquidator notified the Registrar of Companies, Pune on 10.07.2019 vide Form MGT-14 and IBBI, on 24.07.2019 Form A, about the passing of a Special Resolution to liquidate the Corporate Person. Further, the Liquidator has duly intimated the Income-tax Department on 02.11.2019 about the voluntary liquidation of the Corporate Person and as per the IBBI Regulations No. IBBI/LIQ/45/2021 dated 15.11.2021 no objection certificate is required from the Income Tax Department.
The Liquidator submits that the liquidator opened a Bank account in the name of "KINGSPAN INDIA PRIVATE LIMITED in Voluntary liquidation" with Corporation Bank for realisation and payment to the creditors and members as per Section 53 of Insolvency and Bankruptcy Code, 2016. subsequent to the payment to Creditors and Members of the Company the Liquidator has closed the Liquidation Account. Copy of bank account is annexed to the Petition. A copy of bank account is annexed to the Petition.
The liquidator received the claims from the Operational Creditors. Based on the verification of books and claims received from the Creditors of the Company, the liquidator made payments to the Creditors in the following manner:
| Sr. No. | Name of Creditor | Amount |
|---|---|---|
| 1. | Kingspan Insulation LLP | 10,91,654.20/- |
| 2. | Nitesh M Shah & Co. | 1,25,000.00/- |
| 3. | RVT Business Solutions | 50,000.00/- |
| Total | 12,36,654.20 |
The Liquidator submitted Preliminary Report on 30.07.2019, which stated details of the Capital Structure of the company, shareholding and estimated statement of Assets & Liabilities as on 17.06.2019, the statement confirmed that the cash and bank equivalents is Rs. 4,91,970.61/-, Reserves and Surplus is Rs. 3,94,230.41/-, and Loans and Advances is Rs. 1,00,000/-. The Liquidator further filed audited accounts of liquidation and the statement in accordance with Regulation 38 IBBI (Voluntary Liquidation Process) Regulations, 2017.
The Liquidator filed final report dated 11.09.2020, stating that liquidation process has been completed by annexing Audited Accounts of liquidation. Finally, the Liquidator filed this Petition alongwith final report and sent a copy of the final report to the Registrar of Companies, Pune on 14.09.2020 vide Form GNL-2 and IBBI on 18.09.2020 (Compliance of Section 59(6) of Code, read with Regulation 32 and 34-38 of IBBI Regulations.)
ORDER
On the Petition filed by the Liquidator under sub-section 7 of Section 59 of the Code for dissolution of this Corporate Person, we have noticed that the affairs of the Corporate Person have been completely wound up and its assets are liquidated. We are of the considered view that this Corporate Person, through its Liquidator, voluntarily liquidated itself so as to get dissolved, therefore, we hereby dissolve this Corporate Person directing the Liquidator to file this order with concerned Registrar of Companies and IBBI within 14 days thereof. (Compliance of Section 59 (7-9) of the Code).
Accordingly, this Company Petition is allowed.