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Judgment
O R D E R
This is a Company Petition filed by the Liquidator in relation to the Voluntary liquidation of M/s. GB Foods India Trading Private Limited, an Private Company limited by shares with CIN: U74999TN2016FTC112915, having registered office at No.14, B6, Second Floor, Gems Court, Khader Nawaz Khan Road, Nungambakkam, Chennai, Tamil Nadu – 600 006 within the RoC, Chennai, under Section 59 of the Insolvency and Bankruptcy Code, 2016 (hereinafter referred to as “IBC, 2016”), seeking dissolution of the CP (IBC) / 202 (CHE) 2022 Company.
The Petitioner Company was originally incorporated on 14th October 2016 under the provisions of the Companies Act, 2013. The Gist of main objects of the Company is to carry on the business of food products, logistics, consultation, advisory service and business support services and is a wholly owned subsidiary of M/s. GB Foods Africa Holding Company S.L.
The Shareholding pattern of the Company as on 23.08.2023 as follows;
| S.No | Particulars | No. of. Shares | Amount in INR |
| 1 | Authorized share capital (Divided into Equity shares of Rs.1000 /- each) | 1,50,000 | 15,00,00,000 |
| 2 | Paid up share capital (Divided into Equity shares of Rs.1000 /- each) | 1,50,000 | 15,00,00,000 |
| S.No | Name of the Share holder | No. of. Shares | % of Holding |
| 1 | GB Foods Africa Holding Company S.L.U ( formerly known as GB Foods Africa Global Trading SL), Spain (Holding Company) | 1,49,998 | 99.99% |
| 2 | GB Foods Africa BV, Netherlands (Subsidiary of Ultimate holding Company) | 2 | 0.01% |
| Total | 1,50,000 | 100% |
It is stated in the Petition that the business of the company had become commercially unviable and the board of directors had decided to liquidate the company on voluntary basis.
It is submitted that on 07.08.2019, a Board meeting was held to consider the voluntary liquidation followed by winding up of the Company as per the provisions of Section 59 of the Insolvency and Bankruptcy Code, 2016 and resolution was passed with the majority of the board approving the proposal.
The Extraordinary General Meeting of the Shareholders of the Company held on 08.08.2019 and passed a special resolution in accordance with the Sec 103 (3) of the Companies Act, 2013, to liquidate the company voluntarily and appoint the Petitioner herein to act as a liquidator for conducting the voluntary liquidation process under Section 59 of IBC, 2016.
It was submitted that the Petitioner herein has conducted the Voluntary Liquidation process in respect of the Company 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 |
|---|---|---|---|
| 1 | Sec. 59 (3) | Board Meeting approving voluntary liquidation dated 07.08.2019 | 18 – 21 of the Petition |
| 2 | Sec. 59 (3) (b) (i) | Audited Financial statements for the years ending March 31st of 2017 & 2018 | 16 – 36 of the Memo dated 09.03.2023 |
| Audited Balance Sheet for the years ending March 31st of 2019 & 2020 | 150 – 155 of the Petition | ||
| 3 | Sec 59 (3) (c) and Reg 3(1)(c) | EGM dated 08.08.2019 approving the initiation of voluntary liquidation and appointment of the Liquidator | 22 - 30 of the Petition |
| 4 | Section 59 (4) and Reg 3 (2) | Declaration of solvency filed with ROC in Form GNL-2 | 52 of the Petition |
| 5 | Section 59 (4) and Reg 3 | Intimating Board Resolution and Special Resolution for voluntary liquidation passed by shareholders in EGM vide Form MGT-14. | 53 of the Petition |
| 6 | Regulation 14 | Form-A Public Announcement in Business Standard (English) dated 14.08.2019 and Makkal Kural (Tamil) dated 13.08.2019. | 54 – 55 of the Petition |
| 7 | Section 178 of IT Act, 1961 | Intimation of Voluntary Liquidation process to the Income Tax Department dated 16.08.2019. | 45 of the Petition |
| 9 | Reg 9 | Preliminary report dated 25.09.2019. | 87 – 90 of the Petition |
| 10 | Reg34 | Closure of Liquidation Bank Account of ICICI Bank on 29.03.2024 | 12 of the Status Report dated 10.01.2024 and Memo dated 03.04.2024 |
| 11 | Reg 38 | Filing Final report dated 30.08.2022 | 119 – 130 of the Petition |
| 14 | Reg 38 | Updated Form-H – Compliance certificate dated 09.01.2024 | 13 – 21 of the Status Report dated 10.01.2024 |
It is stated that during the voluntary liquidation process, liquidator received claims from 3 persons, which were examined and on subsequent verification the claims were rejected. Further there are no creditors to the company and only the shareholders constituted the List of Stakeholders/ Contributories.
It is submitted that there were no assets to be sold and realized except the bank balances of the company and small cash of Rs.18/- on the date of commencement of Liquidation.
The Liquidator had remitted Rs.11,24,88,749/- (Rupees Eleven crore twenty four lakhs eighty eight thousand seven hundred and forty nine only) as first tranche on 12.08.2021, a sum of Rs.1,20,42,327 /- (Rupees One crore twenty lakh forty two thousand three hundred and twenty seven only) was remitted on 14.07.2022 as second tranche and a sum of Rs.14,32,834/- (Rupees Fourteen lakhs thirty two thousand eight hundred and thirty four only) as last and final tranche in the process of Repatriation of funds to the Stakeholders.
The realization and distribution as per the provisions of Section 53(1) of IBC, 2016 is detailed below:
The Audited Receipts and Payments for the entire period of Voluntary liquidation has been extracted hereunder,
It is stated that the Liquidator could not complete the Liquidation process within the prescribed time limits due to case pending with the Income Tax Authorities for obtaining NoC. On this Issue IBBI clarified vide Circular – IBBI/LIQ/45/2021 dated 15.11.2021 that no NoC from Income Tax Authorities is required as a part of Compliance under Voluntary Liquidation process and only the communication needs to be served. This Tribunal vide order dated 25.08.2023 granted Interim relief as to repatriation of balance amount in the liquidation account to the Shareholders/ Contributories of the company.
It is further stated that there were no PUFE applications pending in relation to the liquidation company and Form H compliance certificate shows the same as below,
Thus, on examining the submissions made by the Learned Counsel for the Petitioner and after perusing the documents annexed to the Petition it appears 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 hereby order the dissolution of M/s. GB Foods India Trading Private Limited and the Petitioner Company shall stand dissolved from the date of this order.
Therefore, the Company Petition CP (IBC) / 202 (CHE) 2022 stands allowed and disposed off.
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.