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Judgment
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.
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.
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.
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.
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
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.
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.NO | COMPLIANCE | AVERMENTS | PAGE NO. IN THEAPPLICATION |
|---|---|---|---|
| 1 | Sec. 59 (3) | Board Meeting approving voluntary liquidation and notice for Extraordinary general meeting dated 25.01.2024 | 35 |
| 2 | Sec. 59 (3) | Audited Financial statements for the years 2021-22, 2022-23 | 41 |
| 3 | Sec 59 (3) (c) And Reg 3 (1)(c) | EGM approving the voluntary liquidation DATED 25.01.2024 | 32 |
| 4 | Section 59 (4) and Reg 3 (2) | Declaration of solvency filed with ROC in Form GNL-2 | 41 |
| 5 | Section 59 (4) and Reg 3 | Special Resolution for voluntary liquidation passed by shareholders in EGM vide Form MGT-14 | 32 |
| 6 | Regulation 14 | Form A Public Announcement in News papers Trinity Mirror (English) & Makkal Kural(Tamil) dated 17.02.2024 | 56&62 |
| 7 | Section 178 of IT Act, 1961 | Intimation to the IT Department and request for NOC dated 20.02.2024 | 92-97 |
| 8 | Reg 9 | Preliminary report dated 27.03.2024 | 83 &85A |
| 9 | Reg34 | Opening of Voluntary Liquidation Bank Account “A/c No. 757201010050604 Union Bank of India” | 7 |
| 10 | Reg 38 | Final report dated | 69 & 73G |
| 14.05.2024 | |||
| 11 | Reg 38 | Final report in GNL-2 filed with the ROC dated 14.05.2024 | 69 & 73G |
| 12 | Reg 38 | Submission of Final Report to IBBI dated 14.05.2024 | 69 & 73G |
| 13 | Reg 38 | Form-H – Compliance certificate | 74-82 |
| 14. | Closure of Voluntary Liquidation Bank Account A/c No. 757201010050604 Union Bank of India | 98 |
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.
The details of Realization and Distribution to stakeholders during the Voluntary Liquidation Process are as below;
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:-
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.
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.
