Tribunals and CommissionsDivision Bench(2023) 03 NCLT CK 3586

Inspirit IOT Technologies India Private Limited

National Company Law Tribunal, Chennai · Decided on 15 March 2023

HON’BLE JUDGES
Ramalingam Sudhakar, President · Sameer Kakar, Member (Technical)
RESULT
Allowed
CASE NUMBER
CP(IB)/213(CHE)/2022

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Judgment

45 paragraphs · 832 words

Per: SAMEER KAKAR, MEMBER (TECHNICAL)

This is a Company Application filed by the Liquidator in relation to the voluntary liquidation of Inspirit IOT Technologies India Private Limited with CIN: U72900TN2018FTC124413, under Section 59(7) of the Insolvency and Bankruptcy Code, 2016 (hereinafter referred to as “IBC, 2016”), seeking dissolution of the Company.

2.

The Applicant Company was incorporated on 06.09.2018 under the provisions of the Companies Act, 2013. The main object of the Company is to carry on in India and abroad the business of providing hardware accelerator solutions coupled with an advanced high-level synthesis and machine-learning optimization toolkit to enable smart Internet Of Things (IoT) applications and providing complete design of software solutions, new technologies, Artificial Intelligence & internet driven software products and services for mechanical, multimedia, telecommunications, networking and computer industry etc. The details of the main objects are set out in the Memorandum of Association which is filed along with the typed set.

3.

It is stated in the Petition that the Company has stopped its commercial operations on 31.08.2021 and has sold all its assets. Hence, a Board meeting was held on 28.02.2022 to consider winding up and voluntary liquidation of the Company as per the provisions contained under Section 59 of the Insolvency and Bankruptcy Code, 2016, wherein a Resolution was passed to conduct the Extraordinary General Body Meeting on 07.04.2022.

4.

In the Extraordinary General Meeting of the Shareholders of the Company which took place on 07.04.2022 it was unanimously resolved to appoint the Applicant herein to act as a liquidator for conducting voluntary liquidation process in relation to the Company under Section 59 of IBC, 2016.

5.

It was submitted that the Applicant herein has conducted the Voluntary Liquidation process in respect of the Company in Liquidator in accordance with the IBBI (Voluntary Liquidation Process) Regulations, 2017. The details of the relevant compliances as mandated under Section 59 of the IBC, 2016 read with the IBBI (Voluntary Liquidation Process) Regulations, 2017 are listed hereunder:-

S. NoCOMPLIANCEAVERMENTSPAGE NO. IN THE APPLICATION
1Sec. 59 (3)Board Meeting approving voluntary liquidation and notice for Extraordinary general meeting dated 07.04.2022Filed as a separate Typeset at Page Nos.1 to 2 Vide S.R.No.1030 dated 03.03.2023.
2Sec. 59 (3)Audited Financial statements for the years 2021-22 and 2020-21.74-117
3Sec 59 (3) (c) And Reg 3 (1) (c)EGM dated 07.04.2022 approving the voluntary liquidation127-136
4Section 59 (4) and Reg 3 (2)Declaration of solvency filed with ROC in Form GNL-2 dated 11.04.2022.70-73
5Section 59 (4) and Reg 3Special Resolution for voluntary liquidation passed by shareholders in EGM vide Form MGT-14 dated 10.04.2022.119-121
6Regulation 14Form A Public Announcement in Trinity Mirror (English) and Makkal Kural (Tamil) dated137-140
09.04.2022 and IBBI website dated 10.04.2022.
7Section 178 of IT Act, 1961Intimation to the IT Department and request for NOC dated 14.10.2022Filed as a separate Typeset at Page No. 3, Vide S.R.No.1030 dated 03.03.2023.
8Reg 9Date of filing of preliminary report dated 21.05.2022142 - 143
9Reg 34Closure of Liquidation Bank Account of RBL Bank dated 22.09.2022144
10Reg 38Filing Final report dated 09.07.2022145-146
11Reg 38Final report in GNL-2 filed with the ROC158 - 161
12Reg 38Submission of Final Report to IBBI162
13Reg 38Form-H – Compliance certificate dated 09.07.2022147 -153
6.

It was submitted by the Learned Counsel for the Applicant has the Liquidator has not received any claims during the process of liquidation. Further, it was submitted that after making various payments including liquidation costs as per the provisions of Section 53(1) of IBC, 2016, the Liquidator has distributed the funds among the shareholders as detailed below:

Receipts and Payments for the period from 07-04-2022 to 05-07-2022

DateReceived from/ Paid toNature of Receipts/ PaymentsNoteAmount (Rs.)
07.04.2022Brought forward balance of cash and Bank balances24,83,212.10
Receipts-
A24,83,212.10
Payments
11.04.2022Saravana Kannan PPublic announcement cost14,400.00
27.06.2022Ananthachari MaheshLiquidation's Fee7,08,000.00
27.06.2022CNK & Associates LLPLiquidation Audit fee23,600.00
27.06.2022GRNK and AssociatesMCA statutory fees for liquidation5,000.00
27.06.2022GRNK and AssociatesProfessional fees for NCLT appearance27,000.00
27.06.2022TDS for domestic payments12,500.00
27.06.2022TDS for Overseas payments4,58,508.00
28.06.2022TDS Balance for overseas payments18,340.00
28.06.2022EPF, AmbatturClaim for EPF department, Ambattur150.00
29.06.2022Swathi GurumaniShareholder settlement23.00
05.07.2022Inspirit IOT, USShareholder settlement18,14,258.92
05.07.2022Ramakar Bank LimitedBank charges towards international remittance1,432.18
B24,83,212.10
05.07.2022Balance of Cash and Bank Balances(A-B)-

For C N K and Associates LLP Chartered Accountants FRN: 0101961W / W-100034

7.

Thus, on examining the submissions made by the Learned Counsel for the Applicant and after perusing the documents annexed to the Application it appears that the affairs of the Company have been completely wound up and the assets of the Applicant Company have been completely liquidated and as such the Applicant Company deserves to be dissolved. Accordingly, in exercise of the powers conferred under Section 59(8) of IBC, 2016, we hereby order the dissolution of Inspirit IOT Technologies India Private Limited and the Applicant Company shall stand dissolved from the date of this order. Accordingly, the Company Petition stands allowed.

8.

The Registry and the Liquidator are directed to serve a copy of this order upon the Registrar of Companies, Chennai, and also to IBBI, within 14 days from the date of this Order.