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Judgment
ORDER
Per: Bidisha Banerjee , Member ( Judicial)
The present Company Petition has been filed under section 59 (7) of the Insolvency and Bankruptcy Code, 2016 (hereinafter called “Code”) by a Corporate person, named Art View Tracon Private Limited [CIN: U51109WB1997PTC083775] (“Corporate person” / “Company”) through Mr. Santosh Choraria, Liquidator, Registration No.- IBBI/IPA-001/IP-P00549/2017-18/10979 to initiate 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(7) of the Code.
The Corporate Person was incorporated under the provisions of Companies Act, 1956, on 31/03/1997 as a Private Company Limited by Shares with Registrar of Companies, Kolkata. The Authorised Share Capital of the Corporate Person is Rs. 10,00,000/-(Rupees Ten Lakhs only) divided into 1,00,000 (One Lakhs) equity shares of Rs. 10/-(Rupees Ten only) each, Paid-Up Capital is Rs. 6,00,000/- (Rupees Six Lakhs T only) consisting of 60,000 (Sixty Thousand) equity shares of Rs.10/- (Rupees Ten only) each. The Registered office of the Corporate Person is situated at389, G T Road, Salkia, Northsalkia, Golabari, Howrah-711106.
The main object of the Corporate Person was to acquire by purchase, lease, exchange or otherwise for investment or resale lands, buildings. The details of the main objects are set out in the Memorandum of Association. (Page No. 42-61 of the Petition).
The Corporate Person, at present, has two directors Mr Tarak Nath Shaw (DIN: 01580849) and Mr. Sudip Kumar (DIN: 01619658) as per the details available on MCA website.(Page No. 62 of the Petition).
It is submitted that the Corporate Person was not carrying any business for some time and accordingly the Board of Directors (BOD) of the Corporate Person in their meeting held on 07/03/2023 resolved to Voluntarily Liquidate the Corporate Person by passing a resolution and filing Declaration of Solvency. All the Directors of the Corporate Person have declared on Affidavit dated 24.03.2023 that they have made full inquiry into the affairs and are of the opinion that the Corporate Person will be able to pay its debts in full from the proceeds of assets to be sold in Voluntary Liquidation and the Corporate Person 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. (Page No. 82-178 of the Petition).
The members of the Corporate Person in their Extraordinary General Meeting held on 30.03.2023 passed a Special Resolution to Liquidate the Corporate Person voluntarily, hence voluntary liquidation commencement date is 30.3.2023. Further, Mr. Santosh Choraria, Insolvency Professional, was appointed as voluntary liquidator, having Registration No.- IBBI/IPA-001/IP-P00549/2017-18/10979, with a remuneration of Rs. 25,000/- per month, exclusive of costs of engaging other professionals, statutory expenses, expenses/ incurred on publication of notices, other incidental expenses and applicable taxes towards Voluntary Liquidation of the company. (Page No. 179 of said Petition)
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, 2016 in the Financial Express (English newspaper) and in Aajkal (Bengali newspaper) on 03.04.2023 inviting for the submission of claims. (Page No. 299-301 of the Petition). The initiation of voluntary liquidation was informed to Insolvency and Bankruptcy Board of India (IBBI) (Page No. 295-296 of the Petition)
The Petitioner has submitted the resolution for the commencement of liquidation, the appointment of a liquidator and public announcement made in the newspaper to the Registrar of Companies in Form MGT-14 and GNL-2. (Page No. 279-294 and 188-294 of the Petition)
The Liquidator received claims from the 1 (one) Operational Creditor and they were duly paid off (Page No. 358-359 of the Petition). Further no claim was received from Financial Creditors, Workmen and other Stakeholders under the advertisement published in the newspaper. Further, one operational creditor waived his claim and accordingly have given letter confirming the same. (Page No. 314-315 of Petition).
The Liquidator has informed the Registrar of Companies, Kolkata on 01.04.2023 about the passing of a Special Resolution to liquidate the Corporate Person. The Liquidator has intimated his appointment to the Income Tax Officer, Ward-13(1), 8th Floor, Aayakar Bhawan Poorva, 110, Shanti Pally, E.M. By Pass, Kolkata- 700107. (Page No. 308-313 of said Petition)
The concerned Income Tax Officer, Ward 13(1) has issued letter dated 27/06/2023 stating that there is no outstanding demand payable and further no proceeding under section of the Income Tax Act are pending. (Page No. 360 of the Petition).
As per regulation 34 of IBBI (Voluntary Liquidation Process) Regulations, 2017, the Liquidator has duly opened a Bank Account in the name and style of “Liquidation Account of Art View Tracon Private Limited” in Voluntary Liquidation” (A/c No.-000605038333) with ICICI Bank Limited. (Page No. 396-397 of Petition)
The Liquidator has submitted his Preliminary Report as required under Regulation 9 of IBBI (Voluntary Liquidation Process) Regulation, 2017. (Page No. 351-357 of the Petition).
The copy of the Final Report of the Liquidator is annexed to the petition, which shows the realization and payment to the members of the Corporate Person, containing the details as required under Regulation 38 of IBBI (Voluntary Liquidation Process) Regulation, 2017. (Page No. 363-370 of said Petition). The said Final Report of the Liquidator is submitted with the Registrar of Companies on 29.06.223 and sent to IBBI via email on 29.06.2023. (Page No. 371-372, 373-384 of the Petition).
The Liquidator has filed this petition before this Tribunal under section 59(7) of IBC seeking an order of dissolution of the Corporate Person.
Further, the shareholders has confirmed that they have received the dividend and have no objection in liquidating the corporate person. (Page No. 385-387 of the said Petition).
On examining the submission made by the Ld. Authorised Representative appearing for the petitioner and the documents annexed to the petition it appears that the affairs of the Corporate Person 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 Corporate Person deserves to be dissolved. Accordingly, we at this moment direct that the Corporate Person shall be dissolved from the date of this order.
The Petitioner is further directed to serve a copy of this order upon the Insolvency and Bankruptcy Board of India and 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.
CA(IB)/173(KB)2023 shall stand disposed of in accordance with the abovedirections.
The Registry is directed to send e-mail copies of the order forthwith to all the parties and the Liquidator for information and for taking necessary steps.
Certified copy of the order may be issued to all the concerned parties, if applied for, subject to compliance with all requisite formalities.
File be consigned to records.