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Judgment
Per: VENKATARAMAN SUBRAMANIAM, MEMBER (TECHNICAL)
This is a Company Petition filed by the Liquidator of M/s. Invalued Trading Private Limited with CIN: U51909TN2019PTC130628 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 22nd July 2019 under the Companies Act, 2013 having its Registered Office at New No.99, Old No 52, 4th Floor, Santhome High Road Chennai – 600 028 with Authorized Capital of Rs.15,00,000/- divided into 1,50,000 Equity Shares of Rs.10/- each. The Company was promoted with the objective of carrying business of wholesale selling of various branded and unbranded products which cater the households and all other tradable goods and products.
It is stated that Board of Directors in their meeting dated 31.12.2020, passed a Resolution for voluntary liquidation of the company under Section 59 of the IBC. The company did not start the business since its incorporation. Since its business model became unviable due to COVID 19.
It is stated that the Extra-ordinary General Meeting held on 05.01.2021, shareholders approved the Voluntary Liquidation and decided to appoint the Applicant to act as the Liquidator to conduct the voluntary liquidation process of the Company.
It is stated that the Company has no creditors and nor has any other asset except the cash and bank balance. Further, there are no dues towards financial institutions, State and Central Government departments / authorities. It is stated that the last date for submission of claim stipulated in public announcement was 03.02.2021 and no claims have been received till date. There are no claims or pending issues.
It is stated that the Applicant has conducted the voluntary liquidation process in respect of the Company in accordance with the compliance of IBBI (Voluntary Process) Regulations, 2017. Details of relevant compliances as mandated under Section 59 of IBC r/w IBBI Regulations, 2017 are as below:
| S.NO | COMPLIANCE | AVERMENTS | PAGE NO. IN THE APPLICATION |
|---|---|---|---|
| 1 | Sec. 59 (3) | Board Meeting dated 31.12.2020 | 14-15 |
| 2 | Sec. 59 (3) | Audited Financial Statements for the period 31.03.2020 and | 76-93 |
| 31.03.2021 | |||
| 3 | Sec 59 (3) (c) And Reg 3 (1)(c) | EGM dated 05.01.2021 | 16-18 |
| 4 | Section 59 (4) and Reg 3 (2) | Declaration of solvency vide form GNL-2 | 23-26 |
| 5 | Section 59 (4) and Reg 3 | Special Resolution for voluntary liquidation vide form MGT-14 | 19-22 |
| 6 | Regulation 14 | Form-A Public Announcement in newspapers dated 09.01.2021 in “The New Indian Express” (English) & “Dinamani” (Tamil) | 27-29 |
| 7 | Section 178 of IT Act, 1961 | Intimation to Income Tax department and other statutory authorities on 10.02.2021 | 31-32 |
| 8 | Reg 9 | Filing of Preliminary Report dated 22.04.2021 | 41-47 |
| 9 | Reg 34 | Opening of Bank Account in the name of the Company followed by the words in liquidation in “HDFC Bank” | 48 |
| 10 | Reg 34 | Closure of liquidation bank account in HDFC Bank | 55-58 |
| 11 | Reg 38 | Filing of Final Report dated 05.01.2022 | 59-68 |
| 12 | Reg 38 | Final Report in GNL-2 filed with the ROC | 69-72 |
| 13 | Reg 38 | Submission of Final Report to IBBI on 07.01.2022 | 73 |
| 14 | Reg 38 | Form-H (Compliance Certificate) | Filed as a Separate Typeset vide S.R.No. 4324 dated 15.07.22 |
It is submitted by the Ld. Counsel for the Applicant that the Liquidator has not received any claims during the process of liquidation. After making various payments including liquidation cost, the Liquidator has distributed the funds among the shareholders as detailed below:
| Receipts | Rs. | Payments | Rs. |
|---|---|---|---|
| Cash & Bank Balance | 12,23,122 | Liquidation Cost | 6,11,661 |
| Equity Shareholders | 6,11,462 | ||
| 12,23,122 | 12,23,122 |
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 the IBC, 2016, we hereby order the dissolution of M/s. Invalued Trading Private Limited. The Applicant Company shall stand dissolved from the date of this order. Accordingly, the Company Petition stands allowed.
The Registry and Liquidator are directed to serve a copy of this order upon Registrar of Companies, Chennai and also to IBBI within 14 days from the date of this order.