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Judgment
This is a Petition filed by the Liquidator of Karpaga Vinayagar Movers Private Limited with CIN: U63090TN2005PTC056911 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 is a private limited company. It was incorporated on 12.07.2005 under the Companies Act, 2013 having its Registered Office 1/571, GST Road, Vandalur, Chennai, Tamil Nadu 600048 with Authorized Capital of Rs.15,00,000/- divided into Equity Shares of Rs.100/- each. The main object of the Company was to carry on the business as shipping, clearing, forwarding and warehousing agents, freight forwarders, steamer agents, freight brokers, logistics, non-vessel owned container, etc,. Details of the main objects of the company are delineated in the Memorandum of Association which is filed along with the typed set.
It is stated that Board of Directors in the meeting dated 07.03.2023 passed a Resolution for voluntary liquidation of the company under Section 59 of the IBC. It is stated that, the Company discontinued its business operations with effect from 01st April, 2022.
It is stated that, the Extra-ordinary General Meeting was held on 15.03.2023 wherein, the shareholders passed special resolution approving the voluntary winding up of the company and to appoint the Applicant, Mr. Shanmugakani Saraskumar, Insolvency Professional having registered no. IBBI/IPA-002/IP-N00265/2017-18/10778, to act as the Liquidator for conducting the voluntary liquidation process of the Company.
It is submitted 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 07.03.2023 | Annexure 5 Page no 54-56 |
| 2 | Sec. 59 (3) | Audited Financial Statements for the previous two Financial Year (2020-2021 and 2021-2022) | 57-133 |
| 3 | Sec 59 (3) (c) And Reg 3 (1)(c) | EGM dated 15.03.2023 | 173-184 |
| 4 | Section 59 (4) and Reg 3 (2) | Declaration of solvency GNL-2 | 154-159 |
| 5 | Section 59 (4) and Reg 3 | Special Resolution for voluntary liquidation vide form MGT-14 | 173-184 |
| 6 | Regulation 14 | Form-A Public Announcement in newspapers dated 17.03.2023 “Business Standard” (English) & “Tamil Murasu” (Tamil) | 200-201 |
| 7 | Section 178 of IT Act, 1961 | Intimation to Registrar and IBBI on 17.03.2023 | 189-199 |
| 8 | Reg 9 | Filing of Preliminary Report dated 26.04.2023 | 211-216 |
| 9 | Reg 34 | Opening of Bank Account in the name of the Company followed by the words “in voluntary liquidation” in Indian Overseas bank on 21.09.2023 | Para 15 of the application |
| 10 | Reg 34 | Closure of liquidation bank account in Indian Overseas Bank | Annexure 18, Page 221 |
| 11 | Reg 38 | Filing of Final Report dated 02.01.2024 | Annexure 19, in Page 220-225 |
| 12 | Reg 38 | Final Report in GNL-2 filed with the ROC dated 11.01.2024 | Annexure 20, Page: 226-229 |
| 13 | Reg 38 | Submission of Final Report to IBBI on 11.01.2024 | Annexure 21, Page: 230 |
| 14 | Reg 38 | Form-H (Compliance Certificate) | 231-238 |
It is stated that, the Company in liquidation had no stakeholders. Further, in response to public announcement the liquidator has not received claims from any creditor/stakeholders till the date of this Application. The Applicant has annexed the list of stakeholders and the list of claim verified as Annexure-14.
Further, it is stated that after making various payments including liquidation costs as per the provisions of Section 53(1) of IBC, 2016, the Liquidator has distributed the funds among the shareholders and the receipt and payments provided by Liquidator is reproduced here below:
It is stated that in pursuant to the Circular issued by Insolvency and Bankruptcy Board of India with Circular No. IBBI/LIQ/45/2021 on 15.11.2021, an Insolvency Professional handling voluntary liquidation process is not required to seek any NOC/NDS from Income Tax Department.
Thus on examining the submissions made by the Ld.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 Karpaga Vinayagar Movers Private Limited with CIN No:U63090TN2005PTC056911. The Applicant Company shall stand dissolved from the date of this order. Accordingly, the Company Petition CP(IB)/73/CHE/2024 stands allowed.
The Registry and Liquidator are directed to serve a copy of this order upon Registrar of Companies, concerned and also to IBBI within 14 days from the date of this order.