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Judgment
O R D E R
Per: Shri Raghu Nayyar, Technical Member
The instant Application has been filed by Invstep Advisors Private Limited (‘Company’ / ‘Corporate Person’) through the Insolvency Professional, namely Mr. Anil Gupta, for dissolution of the Corporate Person through voluntary liquidation under Section 59 of the Insolvency and Bankruptcy Code, 2016 (‘Code’) read with the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 (‘IBBI Regulations’).
The Company was incorporated as a Private Limited Company under the provisions of the Companies Act, 2013, on 05.10.2016, with the Registrar of Companies, Jaipur, bearing CIN U74999RJ2016PTC056151 and with its Registered Office located at Plot No. 24 KA 2, Lal Kothi Yojana, Jaipur-302016 (Rajasthan). The authorized share capital of the Company is Rs. 30,00,000/- (Rupees Thirty Lakh Only) divided into 3,00,000 (Three Lakh) equity shares of Rs.10/- (Rupees Ten Only) each. The paid-up share capital of the Company is Rs. 30,00,000/- (Rupees Thirty Lakh Only) divided into 3,00,000 (Three Lakh) equity shares of Rs.10/- (Rupees Ten Only) each.
The main objects of the Company include to provide all or any types, description, classification, kinds, forms and varieties of service, solution and support including but not limited to advisory services, distribution services, agency services, tax planning services, retirement planning services and solutions, consultancy services, management services etc. However, it is submitted that the company is no longer operational and has no prospects of carrying-on business in future.
The Company, at present, has two directors, Mr. Sanjeev Agarwal and Ms. Radhika Goenka. Further, the Board of Directors (BOD) of the Company in their meeting held on 12.01.2019 resolved to voluntarily liquidate the Company.
In consequence of the resolution passed in the board meeting dated 12.01.2019, for filing of affidavit by any of two directors, Mr. Sanjeev Agarwal and Ms. Radhika Goenka (being Directors of the Company), it has been declared on Affidavit dated 19.01.2019 that they have made full enquiry into the affairs of the Company and formed an opinion that the Company will be able to pay its debts in full, if any, by way of voluntary liquidation and the company is not being liquidated to defraud any person. The Directors have appended, to the aforesaid affidavit, audited financial statements and record of business operations of the Company of previous two financial years, viz. year ending 31.03.2017 and 31.03.2018. Copy of declaration along with Auditor’s report is annexed as Annexure-B to the Application.
The members of the Company in Extra-Ordinary General Meeting held on 17.01.2019, which is within prescribed time limit, had passed a Special Resolution to liquidate the Company voluntarily and appointed Mr. Anil Gupta, Insolvency Professional, with registration No. IBBI/IPA-002/IP-N00386/2017-18/11156 to act as Liquidator. Copy of the said Special Resolution is annexed as Annexure-D to the Application.
The Corporate Person had notified the Registrar of Companies, Jaipur (ROC) within 7 days of the resolution, on 19.01.2019 and also IBBI, New Delhi about the passing of a Special Resolution under sub-section (3) of Section 59 of the IBC to liquidate the Corporate Person. Copies of Form MGT-14 to the ROC is annexed with the Application as Annexure G.
It is stated that there are no creditors in the Company hence the requirement of obtaining the consent of creditors representing 2/3rd in value of the debt of the Company shall not apply.
The Liquidator made a public announcement of commencement of Liquidation in Form A of Schedule I as per Regulation 14 of Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 in English, in “Indian Express” and another in Hindi language Newspaper, “Kanchan Kesari” both dated 21.01.2019 seeking submission of claims in respect of the Corporate Person by various stakeholders on or before 16.02.2019. Copies of the newspaper advertisements of the said public announcement are annexed as Annexure-F. Copies of the said public announcement were also submitted to Insolvency and Bankruptcy Board of India (IBBI).
The Company has intimated the Liquidator’s appointment to the Income Tax Officer, Ward 6 (2), Income Tax Office, Statue Circle, Jaipur on 31.05.2019 in compliance of Section 178 (1) of the Income Tax Act 1961. Copy of the said intimation to the Income Tax Department of the Liquidator’s appointment is annexed as Annexure-I to the Application.
The Senior Standing Counsel for Income Tax Department, Mr. R.B. Mathur has filed an affidavit along with no objection certificate dated 08.02.2021 issued by officer in charge of the Income Tax Department, ITO, Ward 6(2), Jaipur wherein it has been stated that the Company has filed return of income till 2019-20 and the office has no objection in respect of winding up of the Company if the interest of the revenue is secured to the extent if any demand arises then the Company may pay the demand as and when it arises.
It is seen from the record that Registrar of Companies, Jaipur (ROC) had filed in its reply stating that the Company has filed following documents:
a. MGT-14 vide SRN H42315994 dated 18.01.2019 in respect of resolution for voluntary winding up of the company passed by the board of directors and appointment of Liquidator of the company.
b. MGT-14 vide SRN H42453472 dated 19.01.2019 in respect of special resolution for voluntary winding up of the company passed by the members and appointment of Liquidator of the company.
c. GNL-2 vide SRN H42454918 dated 19.01.2019 in respect of declaration of solvency.
d. GNL-2 vide SRN H42454629 dated 19.01.2019 in respect of appointment of Liquidator of the company.
e. GNL-2 vide SRN R31415888 dated 27.01.2020 in respect of final report which is pending for approval as form was sent for resubmission.
The ROC further stated that no complaint had been received by the ROC against the Company from any Shareholders, Creditors and Stakeholders. Further there is no pending investigation and no prosecution filed by the office of ROC for any violation of any provisions of the Companies Act. Further, the ROC stated that it has no objection for dissolution of the Company under provisions of the Companies Act, 2013.
The Liquidator had submitted his Preliminary Report dated 18.02.2019. In the said report, the Liquidator had stated that the company was not doing any business and its books of accounts reflect that the company was left with assets worth Rs. 26,57,653.47/- (Twenty-Six Lakh Fifty-Seven Thousand Six Hundred Fifty-Three Rupees and Forty-Seven Paise Only) comprising of cash and bank balance. It was further stated by him, in the preliminary report that he did not intend to make any further inquiry in any matter relating to promotion, formation or failure of the company or conduct of its business.
The copy of the final report of the Liquidator dated 03.08.2019 is annexed to the application, detailing how the liquidation process has been conducted. It was seen from the record that pursuant to Regulation 35 of Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017, the Liquidator had made payments to all stakeholders by 13.06.2019. It is further seen that there are no assets except cash & cash equivalents which had been utilized in connection with payment of Liquidator’s fees, Liquidation expenses, audit expenses, dividend distribution tax and distribution of surplus to the members of the Company. In short, the affairs of the Company have been completely wound up and all the assets have been completely liquidated. Thus, the liquidation proceedings have been concluded. The said final report of the Liquidator has been submitted to the Registrar of Companies in appropriate form and also to IBBI vide letter dated 06.08.2019. Copy of the said final report is annexed as Annexure-K to the Application.
As per Regulation 34 of IBBI Regulations, the Liquidator had duly opened a bank account in the name and style of “Invstep Advisors Private limited – In Voluntary Liquidation” in Axis Bank on 30.03.2019, and in proof thereof has enclosed the statement of account from 01.04.2019 till 09.07.2019. The statement of the aforesaid account shows that the said account has been closed on 06.07.2019. Copy of the bank statement is annexed as Annexure-M to the Application.
On hearing the submissions made by the counsel appearing for the Corporate Person and examination of the documents annexed to the Application it is clear that the affairs of the Company have been completely wound up and its assets have been completely liquidated. The Liquidator has also made necessary application to this Adjudicating Authority for dissolution.
In view of the foregoing and the necessary compliances which have been made by the Corporate Person and the Liquidator, this Adjudicating Authority in exercise of the powers conferred under sub-section (8) of Section 59 of the Insolvency and Bankruptcy Code, 2016 hereby allows CP No. (IB) 272/59/JPR/2019 with the following directions:
The Corporate Person, Invstep Advisors Private Limited, stands dissolved from the date of this Order i.e., 12.11.2021.
The Liquidator is directed to file a copy of this order with the concerned Registrar of Companies, Income Tax Department and IBBI within 14 days from the date of receipt of an authentic copy this order, for information and necessary action.
The Liquidator is also directed to file this order with all other Statutory Authorities connected with the affairs of the Company.
The Liquidator shall preserve a physical or electronic copy of the reports, registers and books of account referred to in Regulations 8 and 10 of IBBI Regulations for at least eight years after the dissolution of the Corporate Person, either with himself or with an information utility.
Copy of the order be served to the Applicant.
Accordingly, CP No. (IB) 272/59/JPR/2019 stands disposed of.