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Judgment
ORDER
This is a Company Petition filed under section 59 of the Insolvency and Bankruptcy Code, 2016 (hereinafter called “Code”) by a Corporate person, named ADI Strategies India Private Limited [CIN: U72900PN2009PTC134398 through Liquidator Mr. Manoj Shah, the Insolvency Professional, having registration no: IBBI/IPA-002/IP-N00804/2019-20/12686, to dissolve the Corporate Person after initiation of voluntary liquidation proceedings under Code. The Corporate Person has complied with requisite formalities and procedure of liquidation as per law and has filed this Petition for its dissolution under section 59 of the Code.
The Petitioner Company was incorporated, under the provisions of Companies Act, 1956, on 29.07.2009 as a private company limited by shares with Registrar of Companies, Mumbai. The Authorized Share capital of the company is Rs. 5,00,000/- divided into 50,000 equity shares of ₹10/- each. The Registered office of the Company is situated at 91 Springboard, 1st & 2nd Floor, Skyloft, Creaticity Mall, Shastrinagar, Yerwada, Pune MH 411006, India.
The Company, at present, has only two directors Mr. Santhosh Madangarli (DIN:02688847), and Mrs. Rimja Ramadasan (DIN : 02690414). It is sumbitted that the Company is not carrying any business and not earning any profits. Accordingly, the Board of Directors (BOD) of the Company in their meeting held on 19.06.2018 resolved to voluntarily liquidate the Company.
Mr. Santhosh Madangarli and Mrs. Rimja Ramadasan, both the Directors of the Company have declared on Affidavit dated 02.03.2020 that as per section 59(3) of the IBC, they have made full inquiry into the affairs of the Company and are of the opinion that the Company has no debts and the Company is not being liquidated to defraud any person. The Directors have appended to the affidavit above, audited financial statements and record of business operations of the Company of previous two financial years ended on 31.03.2018 and 31.03.2019. The details above have been filed by the Company with the Registrar of Companies in form no. GNL-2 vide SRN No R35649573 on 17.03.2020.
The members of the Company in their Extra Ordinary General Meeting held on 03.03.2020 passed a Special Resolution dated 10.03.2020 to liquidate the Company voluntarily and to appoint Mr. Mr. Manoj H. Shah , the Insolvency Professional, having registration no: IBBI/IPA-002/IP-N00804/2019-20/12686 with a remuneration of Rs. 1,00,000/- exclusive of costs of engaging other professionals, statutory expenses, expenses incurred on publication of notices, other incidental expenses and applicable taxes for performing the job of liquidation of the Corporate Person as required under section 59 of the Code.
The Liquidator made a public announcement of commencement of liquidation in Form A of Schedule I as per regulation 14 of Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 in the Indian Express and Loksatta (Marathi, Pune Edition) on 14.03.2020 inviting for the submission of claims due to ADI Strategies India Private Limited by various stakeholders. The aforesaid public announcement was submitted to Insolvency and Bankruptcy Board of India (IBBI) on 14.03.2020.
The Petitioner has submitted the resolution for the commencement of liquidation, the appointment of a liquidator and a public announcement made in the newspaper to the Registrar of Companies in E-Form MGT-14 vide SRN No. R35533447 on 16.03.2020.
The Petitioner notified the Registrar of Companies, Mumbai and the IBBI, New Delhi, Income Tax about the passing of a Special Resolution to liquidate the Petitioner Company.
The Liquidator did not receive any claims from the operational creditors, financial creditors, workmen, employees and other stakeholders under the advertisement published in the newspaper.
The Petitioner submits that the Company doesn’t have any Creditors, hence their consent for Special Resolution is not required.
The Liquidator has intimated his appointment to the Income Tax Officer on 18.03.2020, and also intimating that the Liquidator has taken into custody or control all assets, property, effects and actionable claims of the company and will be operating the bank accounts of the company for and on behalf of the company. The Petitioner has not submitted the “No Objection Certificate” issued by Income Tax Department, Mumbai based on the circular no. IBBI/LIQ/45/2021 dated 15.11.2021 issued by IBBI wherein the NOC from Income Tax Department is not required.
As per regulation 34 of IBBI (Voluntary Liquidation Process) Regulations, 2017, the Liquidator had duly converted the existing Banking current account with HDFC Bank, Pimpri, Pune branch into Liquidation Account in the name and style of “ADI STRATEGIES INDIA I P Ltd (In Voluntary Liquidation)”. The said Account was also closed, effective from 23.02.2022.
The Liquidator has submitted his Preliminary Report dated 22.04.2020 as required under Regulation 9(1) of IBBI (Voluntary Liquidation Process) Regulation, 2017, during the hearing. In the report, the Liquidator has stated that the company is not doing any business and its books of accounts reflect that the company does not have any liabilities and Creditors nor there are any realizable assets.
The copy of the final report dated 08.03.2022 of the Liquidator is annexed to the petition, which shows the realization and payment to the members of the Company, containing the details as required under regulation 38 of IBBI (Voluntary Liquidation Process) Regulation, 2017. The said final report of the Liquidator is submitted with the Registrar of Companies and sent to IBBI.
The Liquidator has filed this petition before this Tribunal under section 59(7) of IBC seeking an order of dissolution of the Petitioner company.
On examining the submission made by the counsel appearing for the petitioner and the documents annexed to the petition it appears that the affairs of the company have been completely wound up, and its assets have been completely liquidated.
In view of the above facts and circumstances and the submissions made by the Liquidator the Company deserves to be dissolved. Accordingly, we direct that the company shall be dissolved from the date of this order.
The Petitioner is further directed to serve a copy of this order upon the Registrar of Companies, with which the company is registered, within fourteen days of receipt of this order. The Registrar shall take necessary action upon receipt of a copy of this order.