King's Worldwide India Centre Private Limited

This is an application filed under section 59(7) of the Insolvency and Bankruptcy Code, 2016 (the Code) by Mr. Ranjeet Kumar Verma Liquidator of King’s Worldwide India Centre Private Limited (CIN: U80903DL2015NPL277201) for seeking dissolution of the Applicant company in terms of Section 59(7) of the Insolvency and Bankruptcy Code of 2016.

The prayer made in the captioned application reads thus:

The Applicant, a company limited by guarantee was incorporated as Non-Profit company under section 8 of the Companies Act, 2013 on 25.02.2015. The registered office of the Company is situated at Building Number 16 Block-G Saket South Delhi, New Delhi,110017. Therefore, this Bench has jurisdiction to deal with the present petition.

The primary objective and business pursuit of the Company is as follows:

 To carry on the business to promote and contribute to the growth of education, arts, literature, theatre and other similar skills, provide educational opportunities, knowledge, guidance and support to students to pursue undergraduate, postgraduate, internship assignments, executive education and other educational courses in India or outside India;

 Own, establish, acquire, run, operate, manage, maintain, develop, promote, administer, advertise, either on its own or through fully equipped schools, play schools, colleges, educational institutes, universities including deemed or autonomous universities, to promote and disseminate knowledge, create awareness and provide a common forum of interaction amongst academicians, professionals establish effective co-ordination, to organize training courses and special programmes to impart training, education in all disciplines, establish, setup, and run in any part of coaching institutes, Study centre, oral coaching classes, where in professional, technical, vocational or higher education in every field of science, commerce, arts, management, engineering, law, banking, insurance, finance, medicine, hospitality, tourism, computers, or any other type of education be imparted by conducting regular part time classes.

The company, being incorporated as Not for profit company under section 8 of the Companies Act 2013, need not have any minimum capital. Thus, Company has nil paid-up capital.

The Board of Directors of the Corporate Person comprise of the following:

A. Mr.Aditya Vinod Malkani, DIN: 06744104

B. Mr.Dhruv Nemish Sayani, DIN: 05165440

C. Mr. Sonal Kumar Singh, DIN: 05265331

The company is limited by guarantee and has following stakeholders:

A. King’s College London, with a committed sum to the GBP 230000

B. King’s College London Business Limited

Ld. Counsel appeared for the Liquidator and submitted that the requirements of the provisions of Section 59 of IBC, 2016 are satisfied.

The Board of Directors (BoD) of the Company, through resolution circulated on 28.11.2022 decided to wind up the affairs of the Company by way of voluntary winding up as per section 59 of the Code read with regulation 3 of Insolvency and Bankruptcy Board of India ("Voluntary Liquidation Process Regulations, 2017") on the ground that due to non- availability of business prospects and long-term financial resources, it was not financially viable to carry on the business activities.

An affidavit is filed by the directors making the declaration of solvency as per section 59(3)(a) of the Code is available on record. (Annexure C-3). Copy of the affidavit given by Mr. Aditya Vinod Malkani reads thus: (Page 29 of the Application)

A similar affidavit by Mr. Sonal Kumar Singh, and Mr. Dhruv Nemish Sayani is affixed at Page 31, and Page 33 of the Application.

The audited financial statement qua the company under Liquidation for the previous years, i.e., 2020-2021 and 2021-2022 is also placed on record along with a written synopsis dated 03.02.2024.

Further, as proposed by the BoD, the Members of the Company in Extra Ordinary General Meeting (EGM) held on 20.12.2022, passed a special resolution as required under Section 59(3)(c) of the Code to liquidate the company voluntarily (Annexure C-1), which reads thus:

King’s College London, being sole member of the Company, appointed Mr. Ranjeet Kumar Verma, Insolvency Professional having IP Reg. No. IBBI/IPA-002/IP-N00301/2017-18/10859, as the liquidator of the Applicant Company.

The Liquidator made a public announcement of the commencement of liquidation in Form A of Schedule I as per regulation 14 of the Voluntary Liquidation Process Regulations in “Business Standard” in English Newspaper and in “Business Standard” in Hindi Newspaper on 31.12.2022 inviting submission of claims due from the Company by various stakeholders within 30 days from the date of commencement of liquidation i.e., till 20.01.2023. The intimation of commencement of liquidation and appointment of Liquidator was submitted to the Registrar of Companies, NCT of Delhi & Haryana in Form MGT-14 on 29.12.2022. The Form MGT-14 filed with Registrar of Companies, NCT of Delhi & Haryana has been approved and taken on the record (Page 37, Annexure C-4).

Letter dated 02.06.2023 written by Sapra Sharma and Associates LLP (Chartered Accountants) makes it clear that they have no objection to the Company under Liquidation being wound up and they could voluntarily write-off their statutory audit fee amounting to Rupees 46,600/- (Annexure C-7 at page 43). A similar letter is written by Mr. Varun Valecha, Partner Mr. V. Tiwari & Co., and the same is available on record (Annexure C-7 at page 43).

Ld. Counsel appearing for the Liquidator has made a submission that the company under liquidation has no other creditors except the above mentioned.

As can be seen from the preliminary report filed by the Liquidator with the Registrar of Companies, it has no assets and liabilities, thus, the question of where is the valuation report does not arise (Annexure C-6 at page 40 & 41). The relevant extract of the report reads thus:

Final report dated 05.06.2023 as per Regulation 38 of the Voluntary Liquidation Process, has been submitted by the liquidator along with the compliance certificate in Form H. In the final report the liquidator has submitted that all the assets of the corporate person have been disposed off, the debt of the corporate person has been discharged to the satisfaction of the creditors and no litigation is pending against the corporate person. The same is extracted below:

Our attention is also drawn to Form GNL-2 (Page 45-47, Annexure C-9) in terms of which the Liquidator can notify to ROC about the resolution passed by the shareholders to liquidate the company. The form is extracted below.

Status report on behalf of the RoC was filed on 15.07.2024. The relevant portion of status report is also extracted stating that:

As appears from above, the RoC has made observation that the subject company has failed to file Balance Sheet and Annual Return for the financial year 2021-22, and therefore the company has violated provisions of section 137(1) & 92(4) of the Companies Act, 2013. On this, we note that the Audited financial Statements for the FY 2021-22 has been placed on record, and further, the Counsel for the ROC appeared and confirmed that they have no objections whatsoever. Therefore, the requirement of the case, more particularly section 59(b)(ii) is met in full. Hence, failure on part of the Applicant in filing as aforesaid does not create an embargo for voluntary liquidation of the Corporate Person in terms of section 59 of the Code.

Further, Liquidator in compliance with the order dated 10.01.2024 has filed gist of the matter as per checklist, which provides as follows:

The Applicant further states that an intimation regarding the commencement of Voluntary Liquidation Process was sent to the Income Tax Department. In compliance with the directions, the Income Tax Department has submitted its report dated 05.03.2025, filed on 28.03.2025, and has not raised any objections. The relevant portion of the report is extracted below:

On hearing the submissions made by the liquidator and perusing the documents annexed to the application, it appears that the Corporate Debtor could discharge its liability, and its affairs have been completely wound up. We are satisfied that requisites of section 59 of the Code are met, and thus, the dissolution of the company King’s Worldwide India Centre Private Limited is ordered, and allowed accordingly.

We also find it pertinent to mention that Ld. Counsel for the RoC has appeared before this Adjudicating Authority and has submitted that the RoC has no objections to the voluntary liquidation of the Corporate Person. Also, the Counsel for the Income Tax Department appeared and stated that the Department has no objections against the voluntary liquidation of the Corporate Person. Nevertheless, we specifically record that if any liability arises in the future they shall be strictly dealt with by the directors and shareholders of the Company in accordance with the law.

In view of the above facts and circumstances, we are inclined to pass orders for dissolution of the Company, King’s Worldwide India Centre Private Limited, and CP (IB)-16(PB)/2024 is ALLOWED accordingly.

The Liquidator of the Corporate Person is further directed to serve a copy of this order upon the Registrar of Companies (hereinafter referred as RoC), Delhi, immediately and, in any case, within fourteen days of receipt of this order. The RoC shall take further necessary action upon receipt of a copy of this order.

The Liquidator is also directed to preserve a physical or electronic copy of the reports, registers and books of accounts for at least 8 years as per Regulation 41 of the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process Regulations) 2017 either with himself or with an information utility.

The Company Petition bearing CP (IB)-16(PB)/2024 is disposed of with the above directions. The registry is directed to send email copies of the order forthwith to the Corporate Person represented by its Liquidator and its Ld. Counsel for taking further steps. The Registry is directed to serve copy of order upon the parties.

File be consigned to the record storage (Final).