Daiichi Sankhyo India Pharma Private Limited vs Registrar of Companies

Subrata Kumar Dash, Member (Technical)

This Company Petition is filed under Section 59 of the Insolvency and Bankruptcy Code, 2016 (Code) read with Insolvency and

Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 is filed by the Corporate Person through its liquidator(Insolvency

Professional)Â for its voluntary liquidation.

The aforesaid Company, Daiichi Sankyo India Pharma Private Limited, is a private limited company incorporated on 13.03.2007 under

the provisions of Companies Act, 1956 having CIN: U24233HR2007PTC044362. The registered office of the Company is presently situated at Unit

62, Level 18, One Horizon Center, Golf Course Road, DLF Phase 5, Sector-43, Gurgaon, Haryana which lies within the territorial jurisdiction of this

Bench. The main objects of the company was to register, purchase, import, manufacture, sell, distribute, promote, market and detail pharmaceutical

products.

It is averred that the company decided to close down its business operations in India and doesn’t intend to carry on its business operations and

pursue objects for which it was incorporated. After considering all the facts and circumstances the company has decided to voluntary liquidate the

affairs of the company as per Section 59 of the Insolvency and Bankruptcy Code, 2016 read with the Insolvency and Bankruptcy Board of India

(Voluntary Liquidation Process) Regulations, 2017.

The Board of Directors in its meeting of the corporate person also made a declaration of solvency dated 28.08.2019 for

a) Considering and approving the voluntary liquidation;

b) Declaration of solvency;

c) Appointment of Liquidator; and

d) Approval of notice of EOGM considering voluntary liquidation.

Further the Board have made a fully enquiry into the affairs of the company and they have formed an opinion that either the company has no debt

or that it will be able to pay its debts in full from the proceeds of the assets to be sold in the voluntary liquidation and the company is not being

liquidated to defraud any person.

The audited financial statements for the financial year 2007-2008 to 2016-2017 have been enclosed in the preliminary report of the Liquidator in the

Annexure P-12. It is also submitted that on 07.09.2017, the shareholders of the Corporate Person passed a special resolution in the Extra Ordinary

General Meeting (EOGM) to liquidate the company and to appoint Mr. Ajit Krishnan, Insolvency Professional as Liquidator, with a remuneration

which shall be fixed by the director for performing the duties of the Liquidator of the Corporate Person as required under Section 59(3)(c)(i) of the

Code. Accordingly, the liquidation of the company is deemed to have commenced on 07.09.2017.

The Company has notified about passing of a special resolution to liquidate itself to the Insolvency and Bankruptcy Board of India (IBBI) through

letter dated 12th September 2017. The Registrar of Companies, NCT of Delhi and Haryana by virtue of filing e-Form MGT 14 vide SRN G52677606

dated 12 September 2017 and the Liquidator has also received No Objection Certificates (NOC) for closure of M/s Daiichi Sankyo India Pharma

Private Limited, from the Income tax Department vide their letter dated 12.06.2020. Copy of the said NOC is attached with the main petition as

Annexure P-14.

The Liquidator made public announcement on 11th September 2017 in “The Tribune†(English Newspaper) and “Dainik Tribune†(Hindi

Newspaper) Newspapers inviting claim from the stakeholders, if any as required under Regulation 14 of IBBI (Voluntary Liquidation Process)

Regulations, 2017. The Public Announcement was simultaneously submitted to the Insolvency and Bankruptcy Board of India (IBBI) to place the

same on its website on 12th September 2017. No objections have been received from any person pursuant to the said announcement.

The Liquidator in terms of Regulation 9 of IBBI (Voluntary Liquidation Process) Regulations, 2017 submitted the preliminary report to the company

on 20th October 2017 that two of the Operational Creditor lodged their claim on 13th October 2017 and 02 November 2017 respectively. The

Liquidator after considering the reasons of late submissions verified and admitted the claim. Thereafter, during the period of Liquidation, Liquidator

based on the claims received from the Creditors settled the same.

It is submitted that the Auditors have audited the accounts of Liquidation of Corporate Person as stated under Regulation 38 of the Regulations

and annexed the audited accounts of Liquidation as Annexure-3 of the final report. The copy of final report is attached with the main petition as

Annexure P-16 showing the realization to the members of the Company, containing the details as required under Regulation 38 of IBBI (Voluntary

Liquidation Process) Regulations, 2017 as prepared by the Liquidator has been submitted to the Registrar of Companies in Form GNL-2 and was

submitted to the RoC and IBBI.

It is further submitted that the Bank Statement showing repatriation of amounts to the Shareholders and Nil Balance of Bank Account in

Voluntary Liquidation is attached with the main petition and is marked as Annexure P-15.

We have heard the counsel appearing for the Liquidator for the Corporate Person and perused the records and extend provisions of the Code and

Rules/ Regulations made thereunder.

In the present case, it may be seen from the records the main intention for the company to wind up its services is that company decided to close

down its business operations in India and doesn’t intend to carry on its business operations and pursue objects for which it was incorporated.

Further, the applicant has informed the concerned authorities i.e. IBBI, RoC and Income Tax Department and has also made paper publication in

Form-A in two newspapers. The Liquidator has completed the final distribution of assets and has also closed the bank account. The Liquidator has

also prepared and submitted the final report to the IBBI and RoC. The Application is duly supported by the affidavit of the Liquidator.

It is submitted through the IBBI that as per the information and documents received from the Liquidator, all the ascertained debts have been

settled and/or adequate arrangements for their payment has been made by the company. Further, Income Tax Department has issued No Objection

Certificate on 15.06.2020 and no litigation is pending against the corporate person as on signing of the final report. That, all the assets have been

realized and liabilities have been paid off and remaining balance had been repatriated to the shareholders of the company and the bank balance is nil.

Also the Board has stated that only requirement as per Section 59(4) is to notify the Board about the resolution passed by the company within seven

days of such resolution. The Board has no other role in the liquidation proceedings before the Adjudicating Authority. The concerned RoC has also

submitted in its report that as per data available and maintained, no inquiry/inspection/complaint/legal action has been proceeded/pending against the

subject company.

In view of the discussion foregoing, the applicant Company is hereby dissolved in terms of Section 59(8) of the Insolvency & Bankruptcy Code,

2016 with effect from the date of the present order.

The Liquidator is directed to communicate a copy of this order to the Registrar of Companies (NCT of Delhi & Haryana), wherein the registered

office of the company was situated. Such Communication should be made within the stipulated period of fourteen (14) days in terms of Section 59(9)

of the Insolvency & Bankruptcy Code, 2016 from the date of receipt of certified copy of this order. Further, a copy of this order should also be

communicated to the IBBI, New Delhi and other statutory authorities for the information at the earliest.

The application is accordingly allowed and stands disposed of.