AI Structured Summary
Not yet generated for this judgment
Judgment
This is a Company Application filed by the Liquidator in relation to the voluntary liquidation of M/s. Fishtail Design Automation (India) Private Limited (In Voluntary Liquidation) with CIN: U72200TN2007PTC064798, 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 18.09.2007 under the provisions of the Companies Act, 1956 with authorized share capital and issued share capital as follows.
The main object of the Company was to engage in the business:
To undertake to execute Software Development for clients in India and or abroad, for their Product Design & Development, Computer aided services, Engineering-centric Information Technology services, Embedded applications, Infrastructure, Prototype, testing services, Research & Development services, Engineering Services Outsourcing (ESO), related engineering software, design and development activities.
To develop and market software for running outsourcing IT contracts in various Manufacturing, Transport, Software, Retail companies World-wide to deal in Product development, software packages and systems; to provide support services including manpower, infrastructure services.
To plan, design, develop, improve, market, distribute, sell, license, lease, install, alter, maintain, import, export or otherwise deal in Software Development, Testing and maintenance of infrastructure which is inclusive of system software, application software, enterprise resource planning, internet net linking and any other computer software, computer networking systems, telecommunications engineering, information technology and to provide total networking systems including but not limited to those used in, for or in connection with telecommunications or electronic data processing equipment, products and services or systems in India or elsewhere in the world.
To carry on the business of providing the above services and selling of the products and packages in India and abroad and for this purpose acquire necessary equipment's - hardware and software and related know-how, locally or from overseas.
Further details of the main objects are set out in the Memorandum of Association which has been filed along with the Application typed set.
It is stated that, the Company stopped its operations as there was no viable business opportunities. The management of the company was of the opinion that there were no future business prospects. Hence, a Board meeting was held on 25.09.2023 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 30.09.2023.
The Extraordinary General Meeting of the Shareholders of the Company took place on 30.09.2023 wherein it was 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 is stated that the Applicant herein has conducted the Voluntary Liquidation process in respect of the Company in accordance with the IBBI (Voluntary Liquidation Process) Regulations, 2017. The details of 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 THEAPPLICATION |
|---|---|---|---|
| 1 | Sec. 59 (3) | Board Meeting approving voluntary liquidation and notice for Extraordinary general meeting | PAGE 45 |
| 2 | Sec. 59 (3) | Audited Financial statements for previous two years, i.e. FY 2021-2022 & 2022-2023. | PAGE NO.50-87 |
| Sec 59 (3) (c) And Reg 3 (1)(c) | Special Resolution approving the voluntary liquidation | PAGE NO.102-105 | |
| 4 | Section 59 (4) and Reg 3 (2) | PAGE NO-46-49 | |
| 5 | Section 59 (4) and Reg 3 | Special Resolution for voluntary liquidation passed by shareholders in EGM vide Form MGT-14 dated | PAGE NO.106-115 |
| 6 | Regulation 14 | Form A Public Announcement in Financial Express (English) dated and Makkal Kural (Tamil) and IBBI website dated 04.10.2023. | PAGE 121-122 |
| Intimation to the IT Department | PAGE 123-135 | ||
| 8 | Reg 9 | Copy of Preliminary report | PAGE 136-143 |
| Proof of closure of Liquidation Bank Account of HDFC Bank, Kormangala. | PAGE 147-148 | ||
| 10 | Reg 38 | Copy of Final report | PAGE 152-154 |
| 11 | Reg 38 | Final report in GNL-2 filed with the ROC | PAGE 155-159 |
| 12 | Reg 38 | Submission of Final Report to IBBI | PAGE 155-159 |
| 13 | Reg 38 | Form-H – Compliance certificate | PAGE 160-168 |
The realization from the voluntary liquidation process as stated in the FORM H is extracted hereunder
It is stated 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:
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. As such the Applicant Company deserves to be dissolved. Accordingly, in exercise of the powers conferred under Section 59(8) of IBC, 2016, we order the dissolution of Fishtial Design Automation India Private Limited. The Applicant Company shall stand dissolved from the date of this order. The Company Application is accordingly 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.