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Judgment
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.
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.
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.
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.
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. No | COMPLIANCE | AVERMENTS | PAGE NO. IN THE APPLICATION |
|---|---|---|---|
| 1 | Sec. 59 (3) | Board Meeting approving voluntary liquidation and notice for Extraordinary general meeting dated 07.04.2022 | Filed as a separate Typeset at Page Nos.1 to 2 Vide S.R.No.1030 dated 03.03.2023. |
| 2 | Sec. 59 (3) | Audited Financial statements for the years 2021-22 and 2020-21. | 74-117 |
| 3 | Sec 59 (3) (c) And Reg 3 (1) (c) | EGM dated 07.04.2022 approving the voluntary liquidation | 127-136 |
| 4 | Section 59 (4) and Reg 3 (2) | Declaration of solvency filed with ROC in Form GNL-2 dated 11.04.2022. | 70-73 |
| 5 | Section 59 (4) and Reg 3 | Special Resolution for voluntary liquidation passed by shareholders in EGM vide Form MGT-14 dated 10.04.2022. | 119-121 |
| 6 | Regulation 14 | Form A Public Announcement in Trinity Mirror (English) and Makkal Kural (Tamil) dated | 137-140 |
| 09.04.2022 and IBBI website dated 10.04.2022. | |||
| 7 | Section 178 of IT Act, 1961 | Intimation to the IT Department and request for NOC dated 14.10.2022 | Filed as a separate Typeset at Page No. 3, Vide S.R.No.1030 dated 03.03.2023. |
| 8 | Reg 9 | Date of filing of preliminary report dated 21.05.2022 | 142 - 143 |
| 9 | Reg 34 | Closure of Liquidation Bank Account of RBL Bank dated 22.09.2022 | 144 |
| 10 | Reg 38 | Filing Final report dated 09.07.2022 | 145-146 |
| 11 | Reg 38 | Final report in GNL-2 filed with the ROC | 158 - 161 |
| 12 | Reg 38 | Submission of Final Report to IBBI | 162 |
| 13 | Reg 38 | Form-H – Compliance certificate dated 09.07.2022 | 147 -153 |
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
| Date | Received from/ Paid to | Nature of Receipts/ Payments | Note | Amount (Rs.) |
|---|---|---|---|---|
| 07.04.2022 | Brought forward balance of cash and Bank balances | 24,83,212.10 | ||
| Receipts | - | |||
| A | 24,83,212.10 | |||
| Payments | ||||
| 11.04.2022 | Saravana Kannan P | Public announcement cost | 14,400.00 | |
| 27.06.2022 | Ananthachari Mahesh | Liquidation's Fee | 7,08,000.00 | |
| 27.06.2022 | CNK & Associates LLP | Liquidation Audit fee | 23,600.00 | |
| 27.06.2022 | GRNK and Associates | MCA statutory fees for liquidation | 5,000.00 | |
| 27.06.2022 | GRNK and Associates | Professional fees for NCLT appearance | 27,000.00 | |
| 27.06.2022 | TDS for domestic payments | 12,500.00 | ||
| 27.06.2022 | TDS for Overseas payments | 4,58,508.00 | ||
| 28.06.2022 | TDS Balance for overseas payments | 18,340.00 | ||
| 28.06.2022 | EPF, Ambattur | Claim for EPF department, Ambattur | 150.00 | |
| 29.06.2022 | Swathi Gurumani | Shareholder settlement | 23.00 | |
| 05.07.2022 | Inspirit IOT, US | Shareholder settlement | 18,14,258.92 |
| 05.07.2022 | Ramakar Bank Limited | Bank charges towards international remittance | 1,432.18 | |
| B | 24,83,212.10 | |||
| 05.07.2022 | Balance of Cash and Bank Balances | (A-B) | - |
For C N K and Associates LLP Chartered Accountants FRN: 0101961W / W-100034
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.
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.
