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Judgment
ORDER
Present: Ld. Counsel Shri. Abishek Raman for the Petitioner.
Vide separate order announced in open court, the application is allowed and the company M/s. Vista Soft India Pvt Ltd is dissolved. File along with connected applications are consigned to records.
This is a Company Petition filed by the Liquidator in relation to the voluntary liquidation of M/s. Vista Soft India Private Limited under Section 59(7) of the Insolvency and Bankruptcy Code, 2016 (hereinafter referred to as “IBC, 2016”), seeking dissolution of the Company.
The Petitioner Company was incorporated on 09.11.2000 under the provisions of the Companies Act, 1956. The Petitioner Company was primarily engaged in the business of providing equity research and software services to clients in USA. The details of the main objects are set out in the Memorandum of Association which is filed along with the typed set.
It is submitted that the Board of Directors of the Petitioner Company in their meeting held on 23rd February 2022, had accorded their approval for the voluntary liquidation of the Petitioner Company as per the provisions 59 of the Insolvency & Bankruptcy Code 2016 (also referred to as the "IBC, 2016") read with Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 as may be applicable. A copy of resolution passed by the Board of Directors of the Petitioner Company is enclosed as Annexure B.
It is submitted that as mandated under the provisions of Section 59(3) of IBC, 2016, "Mr. Srinivasamurti Vittal, Mrs. Shantha Raghunathan", being Directors of the Petitioner Company, made a declaration of solvency on 23rd February 2022.
It is submitted that during the said Extraordinary General Meeting held on 2nd March 2022, the Petitioner herein, "Mr. Asir Raja Selvan", an Insolvency Professional, having IP registration no. IBBIIPA-002/IP- N00498/2017-2018/11554 was appointed as the Liquidator of the Petitioner Company.
It is stated that the Petitioner herein has conducted the Voluntary Liquidation process in respect of the Company in Liquidation in accordance with the IBBI (Voluntary Liquidation Process) Regulations, 2017. The details 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 | 34 – 68 |
| 2 | Sec. 59 (3) | Audited Financial statements for the years 2019-20 and 2020-21. | 69 – 73 |
| 3 | Sec 59 (3) (c) And Reg 3 (1)(c) | EGM approving the voluntary liquidation | 78 – 87 |
| 4 | Section 59 (4) and Reg 3 (2) | Declaration of solvency filed with ROC in Form GNL-2 | 69 – 70 |
| 5 | Section 59 (4) and Reg 3 | Special Resolution for voluntary liquidation passed by shareholders in EGM vide Form MGT-14 | 74 – 77 |
| 6 | Regulation 14 | Form A Public Announcement | 93 – 94 |
| 7 | Section 178 of IT Act, 1961 | Intimation to the IT Department and request for NOC | 128 – 129 |
| 8 | Reg 9 | Preliminary report dated 14.04.2022 | 100 – 103 |
| 9 | Reg34 | Opening of Voluntary Liquidation Bank Account “A/c No. 50200063969786 HDFC Bank, Mumbai Branch” | 104 – 107 |
| 10 | Reg 38 | Final report | 108 – 110 |
| 11 | Reg 38 | Final report in GNL-2 filed with the ROC | 111 – 112 |
| 12 | Reg 38 | Submission of Final Report to IBBI | 113 – 114 |
| 13 | Reg 38 | Form-H – Compliance certificate | 199 – 208 |
The details of Realization and Distribution to stakeholders during the Voluntary Liquidation Process are as below;
It is seen from Form – H, the amount as stated in the Realization and Distribution does not tally. The matter was listed for clarification twice on this aspect by this Tribunal and inspite of the same, the Liquidator was not in a position to clarify the said issue.
We have perused the documents, it is seen from the Auditors Certificate on receipts and payments pertaining to voluntary Liquidation, the details of receipts are matching with the details of payments and the same is reproduced hereunder:-
Thus, on examining the submissions made by the Petitioner and perusing the documents annexed to the Petition we find that the affairs of the Company have been completely wound up and the assets of the Petitioner Company have been completely liquidated and as such the Petitioner Company deserves to be dissolved. Accordingly, in exercise of the powers conferred under Section 59(8) of IBC, 2016, we order dissolution of Vista Soft India Private Limited. The Petitioner Company shall stand dissolved from the date of this order. Accordingly, the Company Petition stands allowed.
The Registry and the Liquidator are directed to serve a copy of this order upon the Registrar of Companies concerned, and also to IBBI, within 14 days from the date of this Order.