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Judgment
Per: T. Krishnavalli, Member (Judicial)
The instant Company Petition is filed on 29.11.2022 by DMRK Consulting Pvt. Ltd. represented by Ms. Chitra Srinivas, Liquidator of DMRK Consulting Pvt. Ltd. ('Applicant'), under Section 59(7) of the Insolvency and Bankruptcy Code, 2016 by inter alia seeking a direction for dissolution of the Corporate Person/ the Company, namely, DMRK Consulting Pvt. Ltd. with effect from the date of order by this Adjudicating Authority.
DMRK Consulting Pvt. Ltd. (hereinafter referred to as "Corporate Person/the Company") is a Company incorporated on 26.11.2018 under the provisions of the Companies Act, 2013 bearing CIN: U72200KA2018FTC118797. Its Authorized Capital was Rs.10,00,000/- divided into 1,00,000 equity shares of Rs.10/- each and its Issued, Subscribed and Paid-up capital was Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each.
The following averments have been made in the Petition:
It is stated that the Company convened a meeting of Board of Directors on 14.03.2022 wherein the Board of Directors approved the Declaration of Solvency as stipulated Under Section 59(3) of the Code which was later duly signed and verified by affirmation. The Directors of the Company in compliance of Section 59(3) of the Code, r/w Regulation 3(4) of the IBBI (Voluntary Liquidation Process) Regulations, 2017 have given declarations. Further, the Directors have declared that they have made a full inquiry into the affairs of the Company and have formed an opinion that the value expected to be realized upon the sale of Company's assets is sufficient to discharge the liabilities of the Company and the Company is not being liquidated to defraud any person. The Company duly filed the declaration signed by the Board of Directors of the Company with the ROC in compliance of Section 59(3) of the Code in Form GNL-2 on 22.03.2022.
The Company held an Extra-Ordinary General Meeting on 16.03.2022 and passed a Resolution to voluntarily liquidate the Company and appointed Ms. Chitra Srinivas, an Insolvency Professional having registration number IBBI/IPA-002/IP-N00249/2017-2018/10734 to act as a Liquidator for the same.
It is also stated that the intimation regarding commencement of Voluntary Liquidation Process was given to IBBI for their information and perusal. The publication of Public announcement was also duly notified to the IBBI for publication on the website.
The audited financial statement of the Company for the years 2019-2020 and 2020-2021 (page nos.61-88 of the Petition) along with the Auditor's Report has been filed by the Petitioner.
The commencement of Liquidation and appointment of Liquidator was intimated to the ROC in form MGT-14 and GNL-2 on 18.03.2022 & 22.03.2022 (for submission of documents).
Public Announcement (Regulation 14 of the IBBI (Voluntary Liquidation Process) Regulations, 2017) - The Liquidator made a Public Announcement of commencement of Liquidation in Form A, in “ Business Standard”, English Newspaper and “Sanjevani”, Kannada Newspaper on 18.03.2022 seeking submission of the claim by Stakeholders on or before 15th April, 2022. vii. List of stakeholders (Regulation 30 of the IBBI (Voluntary Liquidation Process) Regulations, 2017) - The last date of submission of claims, if any was 15.04.2022 Since no claims were received by the Liquidator during the process of liquidation, there was no question of verification of claims. viii. Preliminary Report, (Regulation 9 (1) of Chapter IV of the IBBI (Voluntary Liquidation Process) Regulations, 2017) - The Liquidator submitted the preliminary report to the Company on 29.04.2022. ix. Opening of Bank Account (Regulation 34 of the IBBI (Voluntary Liquidation Process) Regulations, 2017) - The Bank account was opened with HDFC Bank and the said account was closed on 13.10.2022.
As per provisions of Section 178 of Income Tax Act, 1961 -The Liquidator has intimated the commencement of Liquidation and appointment of Liquidator to the Income Tax Authority on 30.03.2022. xi. Final Report – (Regulations 38 of the IBBI (Voluntary Liquidation Process) Regulations, 2017) - The Liquidator had the accounts audited for the liquidation period and submitted his final report on 17.10.2022. In connection with the accounts of the liquidation, the CA Certificate showing the receipts and payments account for the period from the commencement of liquidation on 16th March, 2022 till 13th October 2022 is as follows:
| Date | Receipts | Amount (in INR) | Date | Payments | Amount (in INR) |
|---|---|---|---|---|---|
| 16.03.2022 | Opening balance | 71,32,212.44 | 30.06.2022 | Professional Fees-Kumar Jain & Associates | 1,67,400 |
| 13.05.2022 | GST refund | 10,76,054 | 01.07.2022 | Raj Karnany (TDS payment) | 44,000 |
| 21.05.2022 | GST refund | 1,91,030 | 01.07.2022 | Liquidator Professional Fees | 2,22,102 |
| 08.07.2022 | Income Tax refund | 5,030 | 02.07.2022 | Professional Fees - K Sridhar | 27,000 |
| 12.09.2022 | GST refund | 48,076 | 06.07.2022 | Professional Fees-Kumar Jain & Associates | 27,000 |
| 13.07.2022 | Raj Karnany (TDS payment) | 1,01,202 | |||
| 19.07.2022 | Raj Karnany (TDS payment) | 1,000 | |||
| 25.07.2022 | Professional Fees-Kumar Jain & Associates | 10,800 | |||
| 25.07.2022 | Professional Fees (KPMG) | 10,82,160 |
| 25.07.2022 | Raj Karnany (TDS payment) | 250 | |||
| 25.07.2022 | Professional fee - BMP and Co. | 3,100 | |||
| 11.08.2022 | TDS payment for repatriation | 9,90,253 | |||
| 29.08.2022 | Raj Karnany (TDS payment) | 750 | |||
| 30.08.2022 | Repatriation of Foreign Direct Investment | 56,03,870 | |||
| 01.09.2022 | Repatriation of Foreign Direct Investment | 1,00,000 | |||
| 07.09.2022 | Professional Fees-Kumar Jain & Associates | 8,100 | |||
| 16.09.2022 | Raj Karnany (TDS payment) | 5,374 | |||
| 20.09.2022 | Professional Fees (KPMG) | 58,041 | |||
| 13.10.2022 | Closing balance | ||||
| 84,52,402.44 | 84,52,402.44 |
The final report of the Liquidating Company was submitted with the ROC and IBBI on 17.10.2022.
In pursuant to the notice, the Registrar of Companies has filed its report vide Diary No.2941 dated 05.06.2023, by inter alia observing as under:
(a)The Company has filed MGT-14 vide SRN-T89073340 dated 18.03.2022 in respect of Special Resolution dated 16.03.2022 passed by the Shareholder for approval of voluntary liquidation and appointment of Insolvency Professional as Liquidator and the same has been taken on record.
(b)The Company has filed GNL-2 vide SRN-T89661607 dated 22.03.2022 in respect of declaration of solvency affirmed and declared by the Directors of the Company and the same has been taken on record.
(c)Further, the ROC submits that as per available records maintained, no inquiry/inspection/complaint/prosecution is pending against the company.
Heard the learned Liquidator/Applicant. We have carefully perused the pleadings of the party and extant provisions of the Code, and the Regulations made thereunder.
On perusal of the ROC report it is found that there was no important observations made against the Company.
According to the above discussion, the affairs of the Corporate Person have been completely wound up and its assets have been liquidated and nothing remains to be liquidated. Thus, the compliances of Section 59 and other relevant provisions of the IBC, 2016 r/w. Regulation 37(2) of IBBI (Voluntary Liquidation Process) Regulations, 2017, from the date of commencement of the liquidation proceedings is completed. Hence, we are of the considered opinion that the corporate person, through its Liquidator, has been voluntarily liquidated.
In view of the foregoing DMRK Consulting Pvt. Ltd., Applicant Company is hereby dissolved with effect from the date of the present order. A copy of this order be filed with the ROC within the fourteen days.
The Petition C.P. (IB) No.29/BB/2023 is accordingly allowed in the above terms.