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Judgment
The present Company Petition bearing CP (IB) No. 49/Chd/Hry/2024, filed by Mr. Anish B. Shah, the Liquidator of the Corporate Person namely, M/s Avidsecure India Private Limited under Section 59(8) of the Insolvency and Bankruptcy Code, 2016 (hereinafter referred to as “Code”) read with Regulation 38 of the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 (for brevity, the “Regulations”) for dissolution of the Corporate Person, Avidsecure India Private Limited.
The averments made in the present Company Petition are as follows:
The Corporate Person was incorporated on 25.09.2018 under the provisions of the Companies Act, 2013, bearing CIN U72900HR2018FTC075880, having its Registered Office at H. No. 140/7, Sector 7, Gurugram, Haryana, 122001. The Permanent Account Number of the Company is AARCA3334R.
The Authorised Share Capital of the Company is Rs 10,00,000/- divided into 1,00,000 Equity Shares having a face value of Rs.10/- each. Whereas, the Paid-up Capital is Rs 10,00,000/- divided into 1,00,000 Equity Shares having a face value of Rs. 10/- each. The true copy of the certificate of incorporation, Memorandum and Articles of Association of the Company are annexed as Annexure A-1 to the Petition. The true copy of the master data of the Company is attached as Annexure A-2 to the Petition.
The main objects of the Corporate Person were to carry on all or any business of Designing, developing, marketing, selling, distributing and supporting products and services, including software and designing, developing, implementing, supporting, enhancing, modifying, customizing, converting, software solutions, programs, products and services, including providing all kinds of business support services.
It is submitted that the Board of Directors of the Company were of the opinion to close down the business of the company by way of voluntary liquidation, due to the non-availability of business prospects and the lack of long-term financial resources for the company. It was not financially viable to carry on the business activity of the company. Thus, the Directors (BOD) in their board meeting held on 11.01.2021, resolved to voluntarily liquidate the Company, annexed herein as Annexure A-3. The Board Resolution passed on 11.01.2021, along with the other relevant documents considered on 11.01.2021 were filed with the ROC in Form GNL-2 on 20.01.2021 is annexed as Annexure A-5 to the petition.
All the directors have declared on an Affidavit dated 11.01.2021 that they have made full enquiry into the affairs of the Company and formed an opinion that the Company will be able to pay its debt in full within 6 months from the date of commencement of winding up, and further affirmed that by way of voluntary liquidation, the company is not being liquidated to defraud any person (Annexure A-4). Audited financial statements and records of business operations of the Company of the previous two financial years, viz., year ending 31.03.2019 and 31.03.2020, are annexed as Annexure A-6 and A-7, respectively. Further, the Audited Financial Statements for the Financial Year 2020-21 as on 15.01.2021 is also annexed as Annexure A-8 to the petition.
The members of the Company in the Extra-Ordinary General meeting held on 15.01.2021, as per provision of the Companies Act, 2013, had passed a Special Resolution with unanimous consent to liquidate the Company voluntarily and appointed Mr. Anish B. Shah, Insolvency Professional, having IBBI Regn. No. IBBI/IPA-002/IP-N00017/2016-17/10031 to act as the Liquidator for this purpose. A copy of the said Special Resolution is annexed as Annexure A-9 to the petition.
The Liquidator had notified the Registrar of Companies, Haryana, about the passing of a Special Resolution under sub-section (4) of Section 59 of the IBC to liquidate the Corporate Person and appointment of Liquidator in Form MGT-14 dated 20.01.2021 is annexed as Annexure A-11 and Form GNL-2 dated 21.01.2021 and is annexed as Annexure A-12 to the Petition.
As per the report dated 02.06.2025 submitted by the Registrar of Companies, Haryana, it is observed that, according to the records available on the MCA portal, the Petitioner Company has filed the requisite e-forms pertaining to the Voluntary Liquidation process, which have been taken on record by the office, namely:
e-Form MGT-14 vide SRN T69453959 dated 31.12.2021 in respect of the Special Resolution dated 15.01.2021 for voluntary liquidation under the Insolvency and Bankruptcy Code, 2016 (Annexure-B of the Report);
e-Form GNL-2 vide SRN R86698560 dated 21.01.2021 regarding the Declaration of Solvency dated 11.01.2021 (Annexure-C of the Report);
e-Form GNL-2 vide SRN AA6394678 dated 27.12.2023 for submission of Final Report dated 22.11.2023 under Regulation 38 of the IBBI (Voluntary Liquidation Process) Regulations, 2017 (Annexure-D of the Report); and
e-Form GNL-2 vide SRN AA6387505 dated 27.12.2023 for submission of the said Final Report (Annexure-E of the Report).
As submitted in the report, no inquiry, inspection, complaint, or legal action is pending against the subject Company, based on records maintained and documents filed on the MCA21 portal.
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 English, “Financial Express” and in Hindi, “Jansatta” dated 20.01.2021 to call upon the stakeholders to submit their claims within 30 days from the date of commencement of liquidation and the copy of public announcement was send to IBBI with request to place it on its website and same was published on website of IBBI.
The liquidator had sent a letter to the Income Tax Department and the GST Department, informing them about the voluntary liquidation of the Company
Further, in terms of Regulation 30 of Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017, the Liquidator received claims from the Shareholders of the Company, as well as 2 operational creditors, pursuant to the public announcement, up to 14.02.2021, i.e., the last date of receipt of claims. It is stated in this regard that no claims after 14.02.2021 were received. List of Stakeholders prepared by the liquidator as on 14.02.2021 is annexed as Annexure A-16.
The Applicant/Liquidator was made the authorized signatory of the Bank vide documents submitted on 02.02.2021, and the name of the Bank Account was changed to Avidsecure India Private Limited - In Voluntary Liquidation, as per the aforesaid documents submitted to the Bank.
As per Regulation 9(1) of the IBBI (Voluntary Liquidation Process) Regulations, 2017, the liquidator had submitted a Preliminary Report dated 27.02.2021, to the shareholders of the Corporate Person within a prescribed time limit of 40 days from the liquidation commencement date.
It is further submitted that:
As per the audited Balance Sheet dated 15.01.2021, the Corporate Person had only Cash & Cash Equivalents amounting to ₹14,21,326/- lying in its HDFC Bank Limited account as on the liquidation commencement date (15.01.2021), with no other assets in its name. The said amount was disbursed to stakeholders after meeting the liquidation costs of ₹6,78,226/-. Details of disbursement are annexed as Annexure A-20.
As on 31.12.2023, the bank balance of the Corporate Person is NIL, and the Liquidator is in the process of closing the bank account. The latest bank statement is annexed as Annexure A-21, and bank statements from the liquidation commencement date till closure are annexed as Annexure A-22.
The Corporate Person has filed all Income Tax Returns up to Assessment Year 2023-24. Acknowledgements for AY 2021-22, 2022-23, and 2023-24 are annexed as Annexure A-23.
The Liquidator finalised the books of accounts, and the same were audited on 12.01.2024. Audited accounts of the liquidation process are annexed as Annexure A-24.
The Final Report under Regulation 38 of the IBBI (Voluntary Liquidation Process) Regulations, 2017 was filed with the Registrar of Companies (Haryana) on 15.12.2023 in Form GNL-2 (SRN No. AA6394678) and submitted to IBBI on 26.12.2023. The Final Report is annexed as Annexure A-25, and copies of Form GNL-2 and an email to IBBI are annexed as Annexure A-26.
The Compliance Certificate in Form-H under Regulation 38(3) of the said Regulations is annexed as Annexure A-27.
No litigation is pending against the corporate person. In short, the affairs of the Company have been completely wound up, and all the assets have been completely liquidated.
After commencement of liquidation on 15.01.2021, the shareholders, being of the view that the Company was viable to continue regular operations, resolved to withdraw from the liquidation process and accordingly passed a unanimous shareholders' resolution on 30.11.2021. Pursuant thereto, the Special Resolution was filed with the Registrar of Companies, Haryana, at New Delhi in Form MGT-14 vide SRN No. T69453959 on 30.12.2021 (Annexure A-28), and further documents were submitted in Form GNL-2 vide SRN No. T69464386 dated 30.12.2021 (Annexure A-29). An application being CP (IB) No. 109/Chd/Hry/2022 was thereafter filed before this Adjudicating Authority seeking approval for withdrawal of the liquidation process, which was allowed vide order dated 28.03.2023 (Annexure A-30). However, subsequently, the shareholders reconsidered the matter and vide Special Resolution dated 12.04.2023, resolved to continue the liquidation process originally initiated, a copy of which is annexed as Annexure A-31.
It is further submitted by the Petitioner that the affairs of the Company have been completely wound up, and its assets completely liquidated. The Petitioner has filed an affidavit vide diary no. 0404116003262024/4 dated 05.02.2026, wherein the proof of closure of the liquidation account has been placed on record.
On examining the submissions made by the Ld. counsel for the Petitioner and RoC, and after perusing the documents annexed to the Petition, it appears that the affairs of the Company have been completely wound up, and its assets completely liquidated and as such the Company deserves to be dissolved.
Necessary compliances as per provisions of the Code have been made by the Corporate Person and the Liquidator. Accordingly, in exercise of the powers conferred under sub-section (8) of Section 59 of the Insolvency and Bankruptcy Code, 2016, this Tribunal hereby order the dissolution of the Petitioner Company M/s Avidsecure India Private Limited, bearing CIN U72900HR2018FTC075880, from the date of this Order.
The Liquidator is directed to file a copy of this order with the Income Tax Department within 14 days from the date of receipt of an authentic copy of this order, for information and necessary action.
The Registrar of this Tribunal is directed to serve a copy of this order to all the parties.
The Liquidator shall preserve a physical or an electronic copy of the reports, registers and books of account referred to in Regulations 8 and 10 of IBBI Regulations for at least eight years after the dissolution of the Corporate Person, either with himself or with an information utility.
Accordingly, the Company Petition bearing CP (IB) No. 49/Chd/Hry/2024 stands allowed and disposed of.