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Judgment
O R D E R
This is an application filed under Section 59 (7) of the Insolvency & Bankruptcy Code, 2016 in the matter of Framework Systems and Solutions Private Limited through the Liquidator, namely, Mr. Pankaj Lunawat for dissolution of the Corporate Person through voluntary liquidation. The Corporate Person has completed the requisite formalities and procedure for liquidation in compliance with the extant Rules and Regulations and has filed this application.
In the application, it is stated that the Corporate Person was incorporated on 20th August, 2010, having its Registered Office at Centre A, 7th Floor, Alapatt Heritage Building, M.G Road, Kochi, Ernakulam, Kerala – 682 035.
The Board of Directors found that due to non-availability of business prospects, the Corporate Person had discontinued its business activities from 01.04.2018. Under Section 59 of the Insolvency and Bankruptcy Code, 2016, both the Directors of the company viz; Garry Mccord, Ian Francis Crichton and Sreelatha Bhaskaran Pillai, made a declaration on 24.11.2020 and the same was notified to the ROC in E-Form GNL-2 on 17.12.2020.
The Board of Directors of the Company in their Meeting held on 24.11.2020 approved the proposal to liquidate the Company voluntarily. The members of the Corporate Person and the Creditors representing 2/3rd in the value of debt of the company have passed a Special Resolution Code in the Extra-Ordinary General Meeting held on 22.12.2020 as per Section 59 (3) (c) of the IBC 2016 to voluntarily liquidate the Corporate Person and consequently appointed Mr. Pankaj Lunawat having IP Registration No. IBBI/IPA-001/IP-P00066/2017-18/10152 as Liquidator as required under Section 59 (4) of the Code. The Corporate Person intimated the ROC, IBBI and IIIPI of ICAI on 24.12.2020 regarding the proposal for Voluntary Liquidation. As per Regulation 14 of Voluntary Regulations, the Liquidator emailed to IBBI on 23.12.2020 to publish the public announcement and that the IBBI duly published the public announcement in their website.
The Liquidator made Public Announcement in Form A of Schedule I in two newspapers viz; Financial Express (English) and Chandrika Daily (Malayalam) both dated 24.12.2020. In addition to that the proposal for liquidation and the appointment of liquidator was intimated to the Registrar of Companies, Kochi in form MGT-14 and form GNL-2 on 24.12.2020.
The Last Date for submission of claims, if any, was 21.01.2021. The Liquidator has received claim from six operational creditors and no financial creditors submitted any claims. Pursuant to Regulation 30 of Voluntary Regulations, the Liquidator prepared a List of stakeholders on the basis of proof of claims submitted and accepted as on 01.03.2021.
As per Regulation 9 of Voluntary Regulations, the Liquidator submitted the Preliminary Report to the Corporate Person on 05.03.2021. In accordance with Regulation 11 of Voluntary Regulations, the Liquidator engaged professionals to assist him in discharge of his duties and obligations.
The Liquidator as per Regulation 34 (1) of Voluntary Regulations, opened a New Bank Account bearing No. 50200057994032 in the name of “Liquidation A/C of Framework Sys & Sol PL” on 29.04.2021 with HDFC Bank Ltd., Chawla House, 62, Wodehouse Road, Mumbai – 400 005 and all the balances of old bank account No. 31457792494 of the Corporate Person maintained with State Bank of India, Infopark Branch, Kochi were transferred to the new account on 07.05.2021 and 12.05.202. In accordance with Regulation 32 of Voluntary Regulations, 2017, refundable deposit of Rs. 6,200/- and Fixed Deposit of Rs. 90,837/- have been realised and credited in the State Bank of India, Infopark Branch, Kochi on 12.04.2021 and 12.05.2021 respectively. Thereafter the old bank account was closed on 14.05.2021.
The Liquidator stated that he has realised an amount of Rs. 30,08,520.97 out of which he has distributed Rs. 21,45,654.00 to all the stakeholders and claimants after deducting liquidator’s fees and expenses of Rs. 8,62,866.97 in accordance with Regulation 35 of Voluntary Regulations. Thereafter, no amount is due and payable to any of the stakeholders of the Corporate Person.
The New Bank A/c no. 50200057994032 of the Corporate Person maintained at HDFC Bank Ltd. was closed on 16.06.2021. A certificate to that effect has been produced with this application.
It is found that the liquidation process has been completed on 16.06.2021. The No Objection Certificate from the Income Tax Authority for Voluntary Liquidation of the Corporate Person has also been received vide their Letter No. PCIT-1/CHN/JDL/GEN/2021-22 dated 17.06.2021 and a report from the Auditor of the Corporate Person showing receipts and payments account pertaining to liquidation are produced with this application.
The Final Report showing the realisation and payment to the creditors and Members of the Company, containing the details as required under Regulation 38 of IBBI Regulations has been produced. The liquidator forwarded a copy of the final report to the Registrar of Companies, Kerala and IBBI in Compliance of Section 59(6) of the Code, read with Regulations 32 and 34 of IBBI Regulations on 23.06.2021.
On verification of the documents produced, we have noticed that the affairs of the Corporate Person have been completely wound up and its assets were liquidated. Hence, we are of the considered opinion that the Corporate Person, through its Liquidator, may be voluntarily liquidated so as to get it dissolved.
In view of the aforesaid discussions, this Tribunal approves the dissolution of the Corporate Person. The Liquidator is directed to file a copy of this order with the Registrar of Companies, Kerala and also the Insolvency and Bankruptcy Board of India within fourteen days from today in compliance of Section 59 (7 to 9) of the I & B Code.
Accordingly, this CP (IB) No. 31/KOB/2021 is allowed.