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Judgment
The instant Company Petition has been filed on 13.03.2024 by Chainalytics Services Private Limited (hereinafter referred to as Applicant Company), represented by Shri. Ratnakar Shetty, Liquidator of the Applicant Company under Section 59 of the Insolvency and Bankruptcy Code, 2016 (hereinafter referred with as the IBC, 2016), with the following prayers:
"a)To confirm the winding up of the affairs of the Company and dissolve it.
b)To allow to dispose of the records, register and books of accounts apart from the ones expressly to be preserved under the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017.
c)To discharge the power and duties of Mr. Ratnakar Shetty, Liquidator of Chainalytics Services Private Limited.
d)Such further order or orders be made and/or directions be given as this Hon'ble National Company Law Tribunal may deem fit."
The brief facts mentioned in the Company Petition are as follows:
Chainalytics Services Private Limited, the Applicant Company was incorporated on 13.12.2004 under the provisions of the Companies Act, 1956, bearing CIN: U74140KA2004PTC035232 having its registered office at 407, (4^{\text{th}}) Floor, Brigade IRV Centre, Nallurahalli, Whitefield Main Road, Bangalore- 560066.
The Board of Directors of the Applicant Company at their meeting held on 09.03.2023 decided to voluntarily liquidate the Company and executed a Declaration of Solvency as required under Section 59 (3) of the IBC, 2016. Further the Directors of the Applicant Company have filed the Declaration of Solvency stating that they have made full enquiry into the affairs of the Applicant Company and the said Applicant Company is solvent and has no debts. Further, it is declared that the Applicant Company is not being liquidated to defraud any person or entity.
The Applicant Company in its Extraordinary General Meeting held on 14.03.2023 passed a Resolution to liquidate the Company voluntarily, and appointed Mr. Ratnakar Shetty, having registration no. IBBI/IPA-001/IP-P01630/2019-2020/12718, to act as the Liquidator of the Applicant Company. The copy of the same is attached to the Petition and marked as Annexure V of the Petition.
The Audited Financial Statements of the Applicant Company as on 31.03.2022 and 31.03.2023 along with the Auditor’s Report has been filed. The copy of the same is attached to the Petition and marked as Annexures VII.
The commencement of liquidation and appointment of liquidator is intimated to the ROC in form MGT – 14 on 06.09.2019 and GNL – 2 (for submission of documents) on 06.09.2019. The copy of the same is attached to the Petition as Annexures F & D respectively.
It is submitted that as per Regulation 14 of the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017, the Liquidator made a Public Announcement of commencement of liquidation in Form A, in ‘Financial Express’, English Newspaper and ‘Samyuktha Karnataka’, Kannada Newspaper on 17.03.2023, seeking submission of the claim by Stakeholders on or before 13.04.2023. The copy of the Public Announcement is attached to the Petition marked as Annexure IX.
It is further submitted that the last date of submission of claims, if any was on 13.04.2023. However, the Applicant has not received any claims from the stakeholders during the liquidation period. The list of stakeholders is attached to the Petition marked as Annexure XIV.
It is submitted that as per Regulation 9 (1) of Chapter IV of the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017, the Liquidator prepared the preliminary report and submitted to the shareholders on 28.04.2023. The copy of the same is attached to the Petition marked as Annexure XIII in Page 219.
It is also submitted that as required under Regulation 34 of the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 the Liquidator opened a separate Bank Account in the name of the Applicant Company with Citi Bank, Bangalore Branch for Liquidation purposes. The Liquidator has closed the Bank Account on 0.03.2024. The copy of the same is attached to the Petition marked as Annexure XXVII.
It is submitted that as per provisions of Section 178 of the Income Tax Act, 1961, the Applicant intimated the commencement of liquidation and appointment of liquidator to the Income Tax Authority on 23.03.2023.
It is also submitted that as per Regulation 38 of the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 the Liquidator had the Accounts audited for the liquidation period and submitted his Final Report on 01.03.2024. In connection with the Accounts of the liquidation, the CA Certificate showing receipts and payments pertaining to liquidation period has been completed in the following manner:
| RECEIPTS | PAYMENTS | ||
|---|---|---|---|
| Particulars | Amount (Rs.) | Particulars | Amount (Rs.) |
| (1) | (2) | (3) | (4) |
| Opening Bank Balance | 12,39,61,723 | Bank Charges | 47,456 |
| Interest on FD | 8,57,425 | IT for FY 2022-23 | 1,58,560 |
| Insurance Premium Refund | 22,47,181 | IT for FY 2023-24 | 7,19,879 |
| Receipt from Coca Cola (IPS Receipt) | 32,69,266 | Liquidation fees | 1,77,000 |
| Coffee Machine SD refund | 15,000 | Cost of public announcement | 8,190 |
| Income tax refund received | 38,77,170 | Professional and Consultancy Fee | 3,01,803 |
| Payment to Statutory authorities – Erstwhile liabilities | 16,24,994 | ||
| Payment to IPS towards Coca Cola Receipt | 32,69,266 | ||
| Bank Charges | 47,456 | ||
| Distribution to shareholders | 12,79,20,61 7 | ||
| TOTAL | 13,42,27,76 5 | TOTAL | 13,42,27,765 |
The Final Report of the Liquidating Company was submitted with the RoC and IBBI & attached to the Petition as Annexure R.
On the basis of the aforementioned grounds and reasons, the Board of Directors of the company have unanimously proposed to liquidate the company by invoking the provisions of Voluntary Liquidation under section 59 of the Code. Therefore, the Company, through the Liquidator, has prayed for an order for the dissolution of the Applicant Company. Hence this case.
Heard Shri. Parameshwar G. Bhat, Counsel for the Liquidator/ Applicant. We have carefully perused the material on record and extant provisions of the Code, and the Regulations made thereunder.
Pursuant to the order dated 26.07.2024 by this Tribunal. the ROC, Karnataka has filed its Status Report vide Diary no. 355 dated 21.01.2025. In the said status report, the ROC has submitted that no enquiry/inspection/complaint/legal action is pending against the Applicant Company. The Liquidator was directed to file an affidavit before the Tribunal to verify if there are any violations under the Companies Act.
Pursuant to the direction issued by the ROC, the Liquidator filed an affidavit, vide Diary No. 722 dated 07.02.2025, confirming the Applicant Company's compliance with all the applicable provisions of the Companies Act, 2013 and that there are no violations made by the Company. The same is taken on record.
On examining the submissions made by the Ld. Counsel for the Applicant and after perusing the documents annexed to the Application, it appears that the affairs of the Corporate Person have been completely wound up and the assets of the Applicant Company have been completely liquidated and as such the Applicant 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 Chainalytics Services Private Limited and the Applicant Company shall stand dissolved from the date of this order.
Accordingly, the Company Petition bearing C.P. (IB) No. 126/BB/2024 is allowed and disposed of.
The Liquidator is directed to (a) Surrender the PAN/GST Number; (b) Inform the Concerned Assessing Authority in the Income Tax and GST about Liquidation of the Company.
The Registry and the Liquidator are directed to serve a copy of this order upon RoC Bangalore at its mail id – roc.bangalore@mca.gov.in and IBBI within fourteen days from the date of receipt of copy of this order.