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Judgment
The present Application has been filed under Section 59(7) of the Insolvency and Bankruptcy Code, 2016 seeking dissolution of the Applicant LLP upon completion of the voluntary liquidation process.
It is seen from the records that the Designated Partners and Partners of the Applicant LLP, vide Resolutions dated 28.12.2021 and 29.12.2021 respectively, approved the voluntary liquidation of the Applicant LLP and appointed Mr. Sapan Mohan Garg as the Liquidator. The said resolutions have been placed on record, and read thus:-
Resolution dated 28.12.2021
CERTIFIED EXTRACT OF THE MINUTES OF THE MEETING OF THE DESIGNATED PARTNERS OF "HANKOOK TIRES INDIA LLP" HELD ON 28TH DAY OF DECEMBER, 2021 AT 11.30 A.M. AT 24 RAFFLES PLACE, #11-05 CLIFFORD CENTRE SINGAPORE 048621 TO APPROVE THE VOLUNTARY LIQUIDATION OF "THE HANKOOK TIRES INDIA LLP" (LLP) UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016
"RESOLVED THAT pursuant to the provisions of Section 59 of the Insolvency and Bankruptcy Code, 2016 (IBC, 2016) read with Regulation 3 of Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 (IBBI Regulations) and subject to the approval of partners and creditors including other authorities as may be required, the consent of designated partners of the LLP be and is hereby accorded for voluntary liquidation of the LLP "HANKOOK TIRES INDIA LLP".
RESOLVED FURTHER THAT the declaration of solvency as required under Regulation 3 of Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 (IBBI Regulations) duly verified by an affidavit signed by all the designated partners of the LLP, be and is hereby considered and approved, to be presented to the Adjudicating Authority (National Company Law Tribunal) or such other authorities as may be required.
RESOLVED FURTHER THAT both the designated partners be and is hereby authorized jointly and/or severally to sign/ file necessary applications, agreements, papers, forms as may be required and to do all such acts, deeds, matters and things as may be deemed necessary to give effect to the aforesaid resolution.
RESOLVED FURTHER THAT the consent of designated partners of the LLP be and is hereby accorded to appoint Mr. Ugra Narayan Mallik and CA Shyam Sunder Gupta as the authorised representative to sign/file necessary intimations, documents or make any correspondences, for and on behalf of the designated partner(s) and/ or LLP, with the liquidator, any officers, departments, statutory authorities or any other person and to do all such acts, deeds, matters and things as may be deemed necessary to give effect to the aforesaid resolution."
TO APPOINT MR. SAPAN MOHAN GARG, INSOLVENCY PROFESSIONAL (IBBI REGISTRATION NO. IBBI/IPA-002/IP-N00315/2017- 18/10903) AS THE LIQUIDATOR AND TO FIX REMUNERATION THEREOF
"RESOLVED THAT pursuant to the provisions of Section 59 of the Insolvency and Bankruptcy Code, 2016 (IBC, 2016) read with Regulation 3, 5 & 6 of Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 (IBBI Regulations) and subject to the approval of partners, the consent of designated partners of LLP be and is hereby accorded to appoint Mr. Sapan Mohan Garg, Insolvency Professional (IBBI Registration No. IBBI/IPA-002/IP-N00315/2017- 18/10903), being eligible in terms of Regulation 6 of IBBI Regulations and in light of written consent to act as the liquidator, at a remuneration of Rs. 7,43,000/- (Rupees seven lacs forty-three thousand only) plus GST @ 18% as applicable and reimbursement of out-of-pocket expenses that may incurred in the process of liquidation.
Resolution dated 29.12.2021
The Application is accompanied by the Declaration of Solvency furnished by the Designated Partners in pursuance of Section 59 of the Insolvency and Bankruptcy Code, 2016 read with Regulation 3 of the IBBI (Voluntary Liquidation Process) Regulations, 2017. The relevant excerpt of the declaration reads thus:-
Declaration of Solvency
Voluntary Liquidation
(Pursuant to Section 59 of Insolvency and Bankruptcy Code, 2016 and Regulation 3 of the IBBI (Voluntary Liquidation Process) Regulations, 2017)
Name of the Limited Liability Partnership: Hankook Tires India LLP ("LLP"/ "Corporate person")
Presented by:
Name DPIN Designation Appointment as Designated Partner SungChan You 07757269 Designated Partner 12/08/2019 I SungChan You, residing at 301-DONG 107-HO 16, YONGGU-DAERO 281 BEON-GIL, SUJI-GU YONGIN-SI,G SEOUL, South Korea, being the designated partner of Hankook Tires India LLP, having its registered office at Plot No. 24, Khasra No. 20/19, Ground Floor, Naveen Vihar Ext., Begampur, New Delhi-110086, India, do solemnly affirm and declare as under: -
I have made a full enquiry into the affairs of this LLP, and that having done so, I have formed the opinion that the LLP will be able to pay its debt in full from the proceeds of assets to be sold/realized in the Voluntary Liquidation.
2.That the LLP is not being liquidated to defraud any person.
3.The Audited Financial Statements of the LLP for the year ended (1) 1st April 2020 to 31st March, 2021; (2) 1st April 2019 to 31st March, 2020, along with the Auditors Report and Financial Statements of LLP for the period 1st April, 2021 to 24th December, 2021 along with review report on interim financial information's, being the latest practicable date before making this declaration and record of business operations of the LLP for previous two years, are attached to this declaration as Annexure-1.
4.A report of the valuation of the assets of the LLP is prepared by registered valuer, is attached to this declaration as Annexure-2
XXXX
Declaration of Solvency
Voluntary Liquidation
(Pursuant to Section 59 of Insolvency and Bankruptcy Code, 2016 and Regulation 3 of the IBBI (Voluntary Liquidation Process) Regulations, 2017)
Name of the Limited Liability Partnership: Hankook Tires India LLP ("LLP"/ "Corporate person")
Presented by:
Name DPIN Designation Appointment as Designated Partner SungWoo Ko 08395907 Designated Partner 26/02/2019 I SungWoo Ko, presently residing at 1 SHENTON WAY, #22-01 ONE SHENTON, SINGAPORE 068803 (Permanent resident of 503-40 TEHERAN-RO, 16 GIL GANGNAM-GU, YEOKSAM-DONG SEOUL 06133, South Korea), being the designated partner of Hankook Tires India LLP, having its registered office at Plot No. 24, Khasra No. 20/19, Ground Floor, Naveen Vihar Ext., Begampur, New Delhi-110086, India, do solemnly affirm and declare as under: -
I have made a full enquiry into the affairs of this LLP, and that having done so, I have formed the opinion that the LLP will be able to pay its debt in full from the proceeds of assets to be sold/realized in the Voluntary Liquidation.
2.That the LLP is not being liquidated to defraud any person.
3.The Audited Financial Statements of the LLP for the year ended (1) 1st April 2020 to 31st March, 2021; (2) 1st April 2019 to 31st March, 2020, along with the Auditors Report and Financial Statements of LLP for the period 1st April, 2021 to 24th December, 2021 along with review report on interim financial information's, being the latest practicable date before making this declaration and record of business operations of the LLP for previous two years, are attached to this declaration as Annexure-1.
4.A report of the valuation of the assets of the LLP is prepared by registered valuer, is attached to this declaration as Annexure-2
The Application is accompanied by the copy of the Final Report along with Compliance Certificate in Form-H, copy of the extract of the Resolution dated 29.12.2021 passed by the creditors of the Applicant LLP, copies of intimations regarding initiation of the voluntary liquidation process submitted to the Registrar of Companies, IBBI and other authorities, copy of Form-A being the public announcement published in newspapers, extract of the master data, copy of the list of stakeholders prepared by the Liquidator, copy of the Preliminary Report filed by the Liquidator on 25.02.2022, and copy of the Annual Status Report along with audited accounts of the liquidation process.
In compliance with Regulation 34 of the IBBI (Voluntary Liquidation Process) Regulations, 2017, the Liquidator opened a bank account in the name of “HANKOOK TIRES INDIA LLP IN VOLUNTARY LIQUIDATION” with Axis Bank for the purpose of realizations and payments during the liquidation process, as mandated under Regulation 34(1) of the said Regulations. The said account was subsequently closed on 30.03.2023.
The Registrar of Companies has filed its report dated 12.12.2023 stating that no inquiry, inspection, complaint or legal action has been initiated or is pending in respect of the affairs of the Applicant LLP. The brief report of the Registrar of Companies reads thus:-
Our attention is also drawn to the report filed by the Income Tax Department dated 07.04.2025, wherein it has been mentioned that the assessee LLP has no outstanding liability payable towards dues of the Income Tax Department. The relevant excerpt of the said report reads thus:-
In view of the prayer made by the Income Tax Department in its report, it is clarified that the voluntary liquidation of the Applicant LLP shall remain subject to the condition that the Applicant LLP shall clear and pay all tax liabilities, if any due, and shall be subject to all pending appeals or proceedings, if any, under the Income-tax Act, 1961, in accordance with law.
As borne out from the record, intimation regarding commencement of the voluntary liquidation process was furnished to the Registrar of Companies, Income Tax Department and IBBI. Reports have been filed by the Registrar of Companies and the Income Tax Department. No report or objection has been received from IBBI.
As per Regulation 38 of the IBBI (Voluntary Liquidation Process) Regulations, 2017, upon completion of the liquidation process, the Liquidator is required to prepare the Final Report. It is seen from Annexure A-1 that the assets and affairs of the Applicant LLP have been liquidated and settled to the satisfaction of stakeholders/creditors. The Liquidator filed the Final Report dated 05.04.2023 stating that the liquidation process stood completed and also forwarded a copy thereof vide e-mail dated 06.04.2023 to the Registrar of Companies as well as IBBI.
It can be seen from the final report that till the last date for submission of claims, i.e., 10.02.2022, the Liquidator received three claims from operational creditors aggregating to INR 19,92,600/-, out of which claims amounting to INR 16,32,600/- were admitted by the Liquidator. The relevant excerpt of the Final Report reads thus:-
| c. Audit Fee- Audited accounts for receipts and payments u/r 38 of IBBI Voluntary Liquidation Process.2017 | 11,800.00 | 38,350.00 | ||
| Legal Expenses for drafting & filing dissolution application- NCLT | ||||
| Fees - Dhir & Dhir Associates | 55,000.00 | |||
| Out of pocket expenses (OPE) - Dhir & Dhir Associates | 5,000.00 | 60,000.00 | ||
| Miscellaneous expenses | ||||
| Accounting charges | 7,500.00 | |||
| Courier Expense, photocopy & stationery, conveyance etc. | 15,851.17 | 23,351.17 | ||
| Distribution of Proceeds | ||||
| a. Net Amount Remitted to Hankook Tire and Republic of Korea | 38,55,763.73 | |||
| b. Net Amount Remitted to Hankook Tire Singapore | 387.93 | |||
| Add: - Commission/ Bank charges | 25,149.04 | 38,81,300.70 | ||
| Full and Final Settlement of account closure | 0.30 | |||
| Closing Balance | ||||
| Bank (Axis Bank) | - | |||
| Total | 67,00,406.17 | 67,00,406.17 |
That pursuant to Regulation 38 (1) (a) of Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017, the Audited Accounts of the liquidation, showing receipts and payments pertaining to liquidation since the liquidation commencement date i.e. 29 December 2019 till closure of liquidation account i.e. 30 March 2023 along with Auditor's report by M/s Raj Garg & Co., Chartered Accountants (FRN: 008569C) is enclosed herewith as "Annexure - 2".
D. Regulation 38(1)(b)(i): - Statement demonstrating the assets of the corporate person has been disposed of: -
Following assets of the corporate person has been disposed of: -
S. No. Assets as per financial statement as on Amount (Rs.) Amount Realized (Rs.) Remarks
LCD 1. Balances with Bank 32,12,487/- 32,12,487/- Bank balance with the JP Morgan Chase N.A. as on LCD was transferred to the Axis Bank, the liquidation account opened in terms of Regulation 34 of IBBI (Voluntary Liquidation Process) Regulations, 2016 2. Current assets (Receivable from related parties) 32,86,484/- 34,18,090/-* Received in the liquidation account in Axis Bank Total 64,98,971/- 66,30,577/- *Includes amount due to foreign currency fluctuations
It is further clarified that there were no other assets of the corporate person to be dispose of, as per assets available in the financial statements as on LCD.
E. Regulation 38(1)(b)(ii): - statement demonstrating the details of debt of corporate person that has been discharged to the satisfaction of the creditors.
S. No. Name of stakeholder Amount Claimed (Rs.) Amount admitted (Rs.) Amount paid (Rs.) 1. M/s S.S.G & Co. 9,00,000/- 9,00,000/- 9,00,000/- 2. U.N. Malik 7,32,600/- 7,32,600/- 7,32,600/- 3. M/s Nutan Malik Proprietor - Rent A Space Service 3,60,000/- NIL NIL Total 19,92,600/- 16,32,600/- 16,32,600/- F. Regulation 38(1)(b)(iii): A statement demonstrating that no litigation is pending against the corporate person or sufficient provision has been made to meet the obligations arising from any pending litigation.
As per the information provided by the designated partners / its authorized representatives, no litigation is pending against the corporate person.
G. Regulation 38(1)(c): Sale statement in respect of all assets of the corporate person
| Particulars | Remarks |
|---|---|
| Realized value | Not applicable* |
| Cost of realization, if any | |
| Manner and mode of sale | |
| Explanation for the shortfall, if the value realized is less than the value assigned by the registered valuer in the report of valuation of assets under Section 59 (3) |
In the wake of the aforementioned facts and circumstances, and being satisfied that the voluntary liquidation process of the Applicant LLP has been duly conducted in accordance with the provisions of Section 59 of the Insolvency and Bankruptcy Code, 2016 read with the IBBI (Voluntary Liquidation Process) Regulations, 2017, this Adjudicating Authority hereby passes an order under Section 59(7) of the Code and directs that the Applicant LLP, namely HANKOOK TIRES INDIA LLP, shall stand dissolved from the date of this Order.
It is clarified that the dissolution of the Applicant LLP shall remain subject to clearance/payment of any tax liabilities, if found due, and subject to pending appeals or proceedings, if any, under the Income-tax Act, 1961, in accordance with law.
In terms of Section 59(9) of the Insolvency and Bankruptcy Code, 2016, the Liquidator is directed to file a copy of this Order with the concerned Registrar of Companies and Insolvency and Bankruptcy Board of India within fourteen (14) days from the date of receipt of this Order. The petition stands allowed and disposed of. No Cost.