In the matter Of Sun Asset Reconstruction India Private Limited And Another

Ch. Mohd. Sharief Tariq, J

Under adjudication is CP/505/IB/2019 that has been filed by Mr. P. Sriram (hereinafter referred to as 'Liquidator') under Section 59(7) read with Section 59 (8) of the Insolvency and Bankruptcy Code, 2016 in relation to M/s. Sun Asset Reconstruction India Private Limited (hereinafter referred to as 'Corporate Debtor').

The prayers made by the Applicant are as follows:-

a) That Sun Asset Reconstruction India Private Limited (In Liquidation) be dissolved;

b) Direct that the books of accounts and other records and papers of the company prior to its winding up shall be preserved by the liquidator for eight years from the date of order of dissolution of the company in liquidation and given liberty to destroy them as they deem fit and proper after the said period.

c) To pass such order or further order(s) with this Hon'ble National Company Law Tribunal may deem fit, proper and just under the circumstances of the case.

M/s. Sun Asset Reconstruction India Private Limited (hereinafter referred to as the "company in liquidation") was incorporated under the provisions of the Companies Act, 2013, on February 26, 2016 with the Registrar of Companies, Tamilnadu, and Chennai with CIN U74900TN2016PTC104429. The registered office of the "company in liquidation" is situated at Flat. No. 1 Ground Floor "Ranjit" Door No. 14/82, First Avenue, Indira Nagar, Adyar, Chennai- 600020. The main object of the "company in liquidation" is to carry on the business of asset reconstruction acquisition and/or securitization of any or all financial assets, property or secured assets of any nature. The "company in liquidation" is closely held private company.

It is averred that for the commencement of business of Asset Reconstruction, approval by way of license/grant of Certificate of Registration needs to be obtained from the Reserve Bank of India (RBI) under Section 3 of the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SARFAESI Act). Accordingly an application was made to RBI on May 31, 2016 to commence the business of Asset Reconstruction. At the time of filing the Application, the Net worth requirement was Rs. 2.00 Crores and thereafter, due to change in the Developmental and Regulatory Policies on April 06, 2017 and its notification dated April 28, 2017, RBI has raised the minimum net owned funds requirements for the Asset Reconstruction Company from Rs. 2.00 Crores to Rs. 100.00 Crores. Since the promoters could not infuse capital to accommodate the increased capital requirements, the Board of Directors of the Company, sought time to comply with the requirement. The RBI vide its letter dated 12th April 2017 rejected the company's application for grant of certificate of registration even before the promoters could take necessary steps for increasing the Net Worth. The promoters of the "company in liquidation" thereafter realised that they could not complete the necessary documentation and submissions in line with the revised norms of RBI for grant of certificate of registration for ARC business by increasing the capital.

It is stated that the Board of Directors thereafter proposed to drop the business of Asset Reconstruction and decided to liquidate the company to realize the share capital invested into the company. It is further stated that the "company in liquidation" had never commenced its business and so it does not have any claims, dues whether secured or unsecured nor any stakeholder and no litigation is pending against the Applicant Company. Therefore, it has been decided to resort to voluntary winding up of the company under chapter V of the Insolvency & Bankruptcy Code, 2016 [Code].

It is averred that vide board meeting held on 8th March 2018, the Board of Directors of the "company in liquidation" have decided to wind up the company voluntarily. The declaration of solvency in e-Form GNL and the Board Resolution in e-Form MGT-14 were filed with the Registrar of Companies on 6th April 2018 and 5th April 2018 respectively. It is stated that at EoGM held on 31st March 2018, the members of the "company in liquidation" passed a Special Resolution under Section 59 (1) of the Code to liquidate the Company voluntarily and appointed Mr. P. Sriram, Insolvency Professional having IP Registration No. IBBI/IPA-002/IP-N00292/2017-18/10895 as "Liquidator" and the same were notified to the Registrar of Companies, Tamil Nadu, Chennai in MGT 14 filed on 5th April 2018 vide SRN No: G82721580 and also with the Insolvency and Bankruptcy Board of India Board (herein after referred to as "Board" or "IBBI") in terms of section 59 (4) of the Code. As the company has no creditors whether secured, unsecured or trade, obtaining their approval does not arise. The voluntary liquidation proceedings had commenced on 31st March 2018 in terms of section 59(5) of the Code, being the date on which resolution to liquidate the company voluntarily under Code was passed.

It is stated that, in terms of Regulation 14 of the Insolvency & Bankruptcy Board Of India (Voluntary Liquidation Process) Regulations, 2017, the Liquidator had made a Public Announcement of commencement of Liquidation on 31st March 2018 in Form A, one in English newspaper and another in vernacular seeking submission of the claim on or before 30th April 2018 by the stakeholders, if any, within 30 days from the date of commencement of liquidation and a copy of the same was submitted to IBBI to place them on its website. Accordingly, MGT-14 and Form GNL-2 filed with Registrar of Companies has been approved and taken on the record.

It is further stated that no investigation proceedings are pending or is likely to be pending against the "company in liquidation" under any of the provisions of the Companies Act, 2013. As required under Regulation 34, the liquidator had opened a separate bank account in the name of Sun Asset Reconstruction India Pvt Ltd (In Liquidation) for realisation and payment to the members. As required under Regulation 9, the Liquidator submitted the preliminary report to the "company in liquidation" on 3rd May 2018. As per provisions of Section 178 of the Income Tax Act, 1961, the liquidator intimated the commencement of the liquidation and appointment of Liquidator to the Income Tax Authority on 23rd April 2018.

The Applicant would state that the post commencement of the liquidation preceding, the Liquidator had disposed-off the fixed asset of the "company in liquidation" and deposited the proceeds in Bank Account which was opened in the name of Sun Asset Reconstruction India Pvt. Ltd. Thereafter the Liquidator distributed the proceeds to the contributories (shareholders) Rs. 9.88 per equity share of Rs. 10/- each invested by the shareholders.

The Liquidator states that income tax officer, Corporate Ward 6(4), Chennai under whose jurisdiction the "company in liquidation" was being assessed under the Income Tax Act has given letter dated 4th February 2019 stating that as per their records there is no demand outstanding and no proceedings is pending against the assessee viz., M/s. Sun Asset Reconstruction India Private Limited.

The Liquidator further states that there was no balance amount available in the hands of the Liquidator for the purpose of distribution. Subsequent to the completion of liquidation process of the "company in liquidation", the Liquidator has closed the Liquidation Account opened with the bank.

It is submitted that the liquidation process was completed on 29th March 2019. In compliance of Regulation 38, on completion of liquidation process, the Liquidator had duly prepared a final report consisting of audited accounts of the company in liquidation, showing receipts and payments pertaining to liquidation. The copy of Final Report was submitted to the Registrar of Companies in Form GNL-2 on 03rd April, 2019 and was sent to IBBI through email and registered post on 03rd April 2019.

It is stated that the Liquidator had realized all the assets of the "company in liquidation", and after meeting expenses and tax payments, distributed the same to the contributories; the affairs of the company has been completely wound up, its assets completely liquidated, the "company in liquidation" is liable to be dissolved.

In view of the necessary compliances made by the "company in liquidation" and the Liquidator, this Authority in exercise of the powers conferred under Sub-section (8) of Section 59 of I & B Code, 2016 do hereby order the dissolution of the Corporate Person viz., M/s. Sun Asset Reconstruction India Private Limited, from the date of this Order i.e. 15.07.2019. Accordingly, the Corporate Person stands dissolved and the Liquidator stands relieved, who is directed to preserve a physical or an electronic copy of the reports, registers and books of account as referred to in Regulations 8 and 10 of IBBI (Voluntary Liquidation Process), Regulations, 2017, for at least eight (8) year after the dissolution of the Corporate Person, either with himself or with an information utility.

The Registry will forward a copy of this Order to the RoC, with which the Corporate Person is registered. Accordingly, CP/505/IB/2019 stands disposed of.

The Order is pronounced in open court.