Chandrasekar Lakshmishankar

Vide separate order pronounced in the Open Court, the Company viz., Shree Jaysurya Steels Pvt. Ltd. is dissolved.

File be consigned to records.

This is a Company Petition filed by the Liquidator in relation to the voluntary liquidation of M/s. Shree Jaysurya Steels Private Limited with CIN: U51420TN2006PTC059341, 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 29.03.2006 under the provisions of the Companies Act, 1956 with authorized share capital and issued share capital as follows.

The objects of the Company were to engage in the business of:

To carry on the business of dealers, traders, exporters and importers of all varieties of steel, special steel, carbon steel, tool alloy steel, mild steel and any other kind and grades of steel and dealing in steel billets, steel rods, steel ingots, steel sheets, steel wires and in all kinds of steel products whether forged, rolled or drawn and consequently to sell and deal in all or any of the by-products.

To carry on in India and elsewhere the trades or business of scrap iron dealers, iron-masters, iron and steel makers, steel founders, steel converters, steel fabricators, extruders, iron ore miners, steel reprocessors and re rollers, metallurgists, smelters and as dealers in ferrous and non-ferrous casting and forgings of all types.

To deal, import, export pig iron, sponge iron, ferro silicon, ferro chrome and other ferrous substances and metals of every description and grades and to deal, import and export all kinds and varieties of non-ferrous raw metals such as aluminium, copper, tin, lead and the by-products.

The Memorandum of Association has been filed along with the Petition typed set.

It is stated that the Board of Directors of the Company had no intention to carry on the business of the Company because of the age of the directors of the Company. The Board of Directors of the Company made an assessment of the affairs of the Company and had reasonable grounds to form an opinion that the Company will be able to realize the available assets thereof, to pay its debts in full from the proceeds of assets to be sold in the Voluntary Liquidation under IBC, 2016 and to distribute the balance available funds to the members. The Board of Directors of the Company vide its meeting dated 24.02.2024 passed a resolution for voluntary liquidation of the Company and authorized its Directors to execute the declaration of solvency required under Section 59 of the Insolvency and Bankruptcy Code, 2016.

It is stated that on 28.02.2024, the Directors of the Company, Senthilkumar Venkatesan and V. Ravichandran executed a Declaration as required under Section 59(3) of the Code that the Company has no debts and that the Company will be able to pay its debts in full, from the proceeds of the assets to be sold in Voluntary Liquidation. The declaration is accompanied by the copy of the audited financial statements of the Company for the previous two financial years 2021-2022, 2022-23 and for period ended 28.02.2024.

It is stated that the Extraordinary General Meeting of the Shareholders of the Company took place on 28.02.2024 where it was resolved to commence the process of voluntary liquidation and to appoint the Petitioner herein to act as a liquidator for conducting voluntary liquidation process in relation to the Company under Section 59 of IBC, 2016.

It is stated that the powers of the Board of Directors of the Company were suspended and affairs of the Company were taken over by the Petitioner with effect from 28.02.2024 (i.e, Voluntary Liquidation Commencement date) and the statutory registers and documents were handed over to him on 29.02.2024.

It is stated that the Petitioner herein conducted the Voluntary Liquidation process in respect of the Company in accordance with the IBBI (Voluntary Liquidation Process) Regulations, 2017. The details of the relevant compliances as mandated under Section 59 of the IBC, 2016 read with the IBBI (Voluntary Liquidation Process) Regulations, 2017 are listed hereunder:-

It is stated that the liquidator intimated to the Income Tax Office on 04.03.2024 about initiation of Voluntary Liquidation process against the Company and the appointment of the Petitioner herein as the Liquidator as per provisions of Section 178 of Income Tax Act, 1961. It is stated that the Income tax Department submitted a claim in Form B dated 19.08.2024, amounting to Rs. 11,02,981/- (Rupees Eleven Lakhs Two Thousand Nine Hundred Eighty-One Only). The said claim was rejected by the Petitioner on the ground that the Company has to receive refunds from the Department and same was communicated to the Department vide letter dated 26.08.2024. Thereafter, the Income Tax Department issued Rectification Orders for AY 2012-13 and AY 2010-11. The refund amount for AY 2010-11 amounting to Rs.1,33,836/-(including interest) was received on 12.11.2024 and refund amount relating to AY 2012-13 amounting to Rs.3,17,990/- (including interest) has been received on 23.11.2024. Further, the Company has received Rs. 76,280/- (Rupees Seventy-Six Thousand Two Hundred and Eighty Rupees Only) as refund for prepaid taxes (Advance Tax, TDS, TCS, Self-Assessment tax) for the Assessment year 2023-24 in March 2024. (Refund orders for AY 2010-11 and AY 2012-13 is annexed as Annexure A-16 of the petition typeset and Assessment Order for the AY 2023-24 is annexed as Annexure A-17 of the petition typeset)

It is stated that the Petitioner intimated to the GST Office about initiation of Voluntary Liquidation process and the appointment of the Petitioner as Liquidator of Company from the date of passing of special resolution i.e., 28.02.2024 (Voluntary Liquidation commencement date) vide letter dated 04.03.2024. It is stated that the GST Registration for the Company was also cancelled by filing form GSTR-10, which was approved by the Department. (Letter of cancellation of GST registration in annexed as Annexure A-19).

It is stated that an amount of Rs. 76,20,000 (Rupees Seventy-Six Lakhs Twenty Thousand Rupees Only) which was the remaining undistributed cash available after meeting all expenses of liquidation was paid to the two contributories having shares of Rs. 10/- each, from whom claims have been received, verified and admitted, at the rate of Rs. 10.16 per share.

It is stated that the 270^th day for the completion of voluntary liquidation process ended on 24.11.2024. However, the company received two IT refunds for AY 2010-11 and AY 2012-13 and refund money relating to AY 2012-13 only on 23.11.2024. Hence, an Extra-Ordinary General Meeting of the Contributories was held on 27.11.2024 to pass a resolution for taking note of the status report and for seeking extension of the timeline by three months to complete the voluntary liquidation process. The Special Resolution passed to extend the time to liquidate the affairs of the Company voluntarily was filed in Form MGT-14 with the Registrar of Companies and intimated to the IBBI vide letter dated 02.12.2024.

Heard the counsel for the Petitioner and perused records available.

It is seen from Audited Financial Statement for the period ended 28.02.2024, that the Company had no assets except Cash at Kotak Mahindra Bank to the tune of Rs. 75,59,113/-. Hence the need for valuation report as per Section 59(3)(b)(ii) of IBC, 2016 did not arise.

The realization from the voluntary liquidation process as stated in the Petition is as follows:

It is stated that, after making various payments including liquidation costs paid in full as per the provisions of Section 53(1) of IBC, 2016, the Liquidator distributed the funds among the shareholders as detailed below:

Thus, on considering the submissions made by the Learned Counsel for the Petitioner and after 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. 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 for the dissolution of Shree Jaysurya Steels Private Limited. The Petitioner Company shall stand dissolved from the date of this order. The Company Petition is accordingly 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.