Tribunals and CommissionsDivision Bench(2024) 10 NCLT CK 1352

Liquidator Of M/s Mudita Ventures Pvt Ltd

National Company Law Tribunal · Decided on 4 October 2024

HON’BLE JUDGES
Jyoti Kumar Tripathi, Member (Judicial) · Venkataraman Subramaniam, Member (Technical)
RESULT
Allowed
CASE NUMBER
CP(IB)/133(CHE)/2024

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Judgment

28 paragraphs · 780 words

This is a Company Petition filed by the Liquidator in relation to the voluntary liquidation of M/s. Mudita Ventures Private Limited under Section 59(7) of the Insolvency and Bankruptcy Code, 2016 (hereinafter referred to as “IBC, 2016”), seeking dissolution of the Company.

2.

The Petitioner Company was incorporated on 23.01.2020 under the provisions of the Companies Act, 2013. The Petitioner Company was primarily engaged in the business of providing innovative health and wellness solutions to people and helping them head a healthy life through natural remedies and also engaged in providing health care solutions. 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 that with efflux of time, the Mudita Ventures Private Limited was not doing effective business and no major business operation was carried in the last preceding two years and a collective call was taken by the members of Mudita Ventures Private Limited to not to continue any business.

4.

It is submitted that the Board of Directors of the Petitioner Company in their meeting held on 25.01.2024, had accorded their approval for the voluntary liquidation of the Petitioner Company as per the provisions 59 of the Insolvency & Bankruptcy Code 2016 (also referred to as the "IBC, 2016") read with Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 as may be applicable. A copy of resolution passed by the Board of Directors of the Petitioner Company is enclosed as Annexure A4.

5.

It is submitted that as mandated under the provisions of Section 59(3) of IBC, 2016, "Mr. Srividhya Srinivasan", being Director of the Petitioner Company, made a declaration of solvency on 25.01.2024

6.

It is submitted that during the said Extraordinary General Meeting held on 25.01.2024, the Petitioner herein, "Mr. Premnarayan Ramanand Tripathi", an Insolvency Professional, having IP registration no. IBBI/IPA-002/IP-N00554/2017-2018/11693 was appointed as the Liquidator of the Petitioner Company.

7.

It is stated that the Petitioner conducted the Voluntary Liquidation process in respect of the Company in Liquidation in accordance with the IBBI (Voluntary Liquidation Process) Regulations, 2017. The details 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 THEAPPLICATION
1Sec. 59 (3)Board Meeting approving voluntary liquidation and notice for Extraordinary general meeting dated 25.01.202435
2Sec. 59 (3)Audited Financial statements for the years 2021-22, 2022-2341
3Sec 59 (3) (c) And Reg 3 (1)(c)EGM approving the voluntary liquidation DATED 25.01.202432
4Section 59 (4) and Reg 3 (2)Declaration of solvency filed with ROC in Form GNL-241
5Section 59 (4) and Reg 3Special Resolution for voluntary liquidation passed by shareholders in EGM vide Form MGT-1432
6Regulation 14Form A Public Announcement in News papers Trinity Mirror (English) & Makkal Kural(Tamil) dated 17.02.202456&62
7Section 178 of IT Act, 1961Intimation to the IT Department and request for NOC dated 20.02.202492-97
8Reg 9Preliminary report dated 27.03.202483 &85A
9Reg34Opening of Voluntary Liquidation Bank Account “A/c No. 757201010050604 Union Bank of India”7
10Reg 38Final report dated69 & 73G
14.05.2024
11Reg 38Final report in GNL-2 filed with the ROC dated 14.05.202469 & 73G
12Reg 38Submission of Final Report to IBBI dated 14.05.202469 & 73G
13Reg 38Form-H – Compliance certificate74-82
14.Closure of Voluntary Liquidation Bank Account A/c No. 757201010050604 Union Bank of India98
8.

It is stated that, the Company did not have any assets except cash and cash equivalent and the same had been credited into the liquidation bank account. Further, the Company did not have any credtiors and had also not received claim from any person.

9.

The details of Realization and Distribution to stakeholders during the Voluntary Liquidation Process are as below;

Exhibit reproduced from the original judgment
Exhibit reproduced from the original judgment
9.

We have perused the documents, it is seen from the Auditors Certificate on receipts and payments pertaining to voluntary Liquidation, the details of receipts are matching with the details of payments and the same is reproduced hereunder:-

Exhibit reproduced from the original judgment
10.

Thus, on examining the submissions made by the Petitioner and perusing the documents annexed to the Petition we find that the affairs of the Company have been completely wound up and the assets of the Petitioner Company have been completely liquidated and as such the Petitioner Company deserves to be dissolved. Accordingly, in exercise of the powers conferred under Section 59(8) of IBC, 2016, we order dissolution of M/s.Mudita Ventures Private Limited. The Petitioner Company shall stand dissolved from the date of this order. Accordingly, the Company Petition stands allowed.

11.

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