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Judgment
Per: SAMEER KAKAR, MEMBER (TECHNICAL)
This is a Company Application filed by the Liquidator in relation to the voluntary liquidation of DCS BPO Private Limited with CIN: U72200TN2003PTC050166, 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 was incorporated on 09.01.2003 under the provisions of the Companies Act, 1956 with the object to provide customer interaction services, providing back office / outsource processing of any kind, providing information technology services etc. The same is detailed in Memorandum of Association of the Company which has been filed as Annexure No.1.
The business of the company was not profitable as the company had limited financial resources. A decision was taken to voluntarily liquidate and wind up the operations of the company. Board meeting was held on 14.05.2022 and it approved the voluntary liquidation of the company subject to the approval of the members in the Annual General Meeting. Required resolution was approved by the Shareholders for the voluntary liquidation of the company.
The various compliances are enumerated as under:
| SNo. (1) | Compliance (2) | (Yes/No) (3) | Reference (4) |
|---|---|---|---|
| 1 | (Sec. 59(3)(a) read with Regulation 3(4)) Declaration by way of an Affidavit from majority of the Directors to be filed. | Yes | Annexure - 4 @ page 45. Paragraph - 3 in Application |
| 2 | (Sec.59(3)(b)(i)) Audited - Financial Statements and record of business operations for the previous two years to be filed. | Yes | Annexure - 56 6@ page 51. Paragraph - 3 in Application |
| 3 | (Sec.59(3)(b)(ii)) Valuation Report to be filed. | No | Since the Company did not have any assets other than cash in bank, the requirement of the report of the valuation of the assets of the company did not apply. Paragraph-3 in Application |
| 4 | (Sec.59(3)(c)(i)) Special Resolution requiring the Company to be liquidated voluntarily and appointing an insolvency professional within 4 weeks from the Declaration made Under Section 59(3)(a). | Yes | Annexure - 10 @ page 139. Paragraph - 6 in Application |
| 5. | (Proviso to Sec. 59(3)(c)) Approval of Resolution passed under Section 59(3)(c) by creditors (2/3rd in value) if any, within 7 days from the date of Resolution. | No | There are no creditors and this section is not applicable Annexure - 21 @ page 225 relevant page 227, Paragraph - 18 in Application |
| 6. | (Sec.59(4)) Intimation to RoC & IBBI within 7 days from the date of the Resolution under 59(3)(c) or after Approval of the creditors | Yes | Annexure - 11 @ page 143 & Annexure - 13 @ page 151, Paragraphs - 6 & 8 in Application |
| 7. | (Regulation14) Proof of Public Announcement made in 'Form-A' within 5 days from the date of appointment | Yes | Annexure - 12 @ page 148, Paragraph - 7 in Application |
| 8. | (Regulation30) List of Stakeholders in case of Claims under Chapter V of the Regulations | No | The Applicant did not receive any claims pursuant to the public announcement within the due date. After the due date, the claim received from the Employees State Insurance Corporation. The Applicant replied that there is no amount due and payable to Employees State Insurance Corporation. Paragraph - 9 in Application |
| 9. | (Regulation9) 'Preliminary Report' along with proof of submission of the same to the Company within 45 days From the LCD | Yes | Annexure - 18 @ page 215 Paragraph - 14 in Application |
| 10. | (Regulation 34) Opening of Bank Account in the name of the Company followed by the words 'in liquidation' in a Scheduled Bank | Yes | Paragraph - 12 in Application |
| 11. | Proof of Closure of the above Bank Account and any other account in the name of the Company | Yes | Annexure - 19 @ page 221, Paragraph - 16 in Application |
| Sl. No. | Stakeholders *Under section52 and 53(1) | Amount Claimed | Amount Admitted | Amount Distributed | Amount Distributed to the Amount Claimed(%) | Remarks |
|---|---|---|---|---|---|---|
| (1) | (2) | (3) | (4) | (5) | (6) | (7) |
| 1 | Realization of Security Interest | Nil | Nil | Nil | Nil | |
| 2 | Liquidation Cost [Sec.53 (1)(a)] | 5,18,298 | 5,18,298 | 5,18,298 | 100% | |
| 3 | Workmen's Dues [Sec.53 (1)(b)(i)] | Nil | Nil | Nil | Nil |
The amounts realised and distributed are as under:
16. REALISATION:
Sl.No. Particulars Amount(Rs) (1) (2) (3) 1 Sale of Assets Not Applicable 2 Refund from Statutory Authorities Nil 3 Cash/Bank balance Rs.94,01,711/- 4 Realization of uncalled/unpaid capital contribution Not Applicable 5 Distribution of unsold asset Not Applicable 6 Any other (Please specify) Nil Total Rs.94,01,711/- 17. DISTRIBUTION:
| Sl. No. | Stakeholders *Under section52 and 53(1) | Amount Claimed | Amount Admitted | Amount Distributed | Amount Distributed to the Amount Claimed(%) | Remarks |
|---|---|---|---|---|---|---|
| (1) | (2) | (3) | (4) | (5) | (6) | (7) |
| 1 | Realization of Security Interest | Nil | Nil | Nil | Nil | |
| 2 | Liquidation Cost [Sec.53 (1)(a)] | 5,18,298 | 5,18,298 | 5,18,298 | 100% | |
| 3 | Workmen's Dues [Sec.53 (1)(b)(i)] | Nil | Nil | Nil | Nil |
| 4 | Debts of Secured Creditors [Sec. 53(1)(b)(ii)] | Nil | Nil | Nil | Nil | |
| 5 | Wages and Unpaid Dues to Employees [Sec. 53(1)(c)] | Nil | Nil | Nil | Nil | |
| 6 | Debts of Unsecured Financial Creditors [Sec.53(1)(d)] | Nil | Nil | Nil | Nil | |
| 7 | Government Dues + Amount Unpaid following Enforcement of Security Interest[Sec. 53(1)(e)] | 45,413 | 45,413 | 45,413 | 100% | Income Tax demand, ESI & PF remittance |
| 8 | Any remaining Debts and Dues | 27,000 | 27,000 | 27,000 | 100% | Statutory Audit fees payable |
| 9 | Preference Shareholders [Sec.53(1)(g)] | 1,73,09,930 | 88,11,000 | 88,11,000 | 50.90% | |
| 10 | Equity Share holders [Sec.53(1)(h)] | 1,77,67,700 | 1,77,67,700 | Not paid* | Not paid* | |
| Total | 1,79,00,641 | 94,01,711 | 94,01,711 | 52.52% | ||
"Form H" has been filed under S.R.No.610 dated 08.08.2023.
Ld. Counsel for the Applicant has stated that claim from ESIC was received and rejected during the process. Thereafter there was no response from the department.
In the view of the Liquidator, the affairs of the company have been fully wound up.
On examination of the submissions made by the Ld. Counsel for the Applicant and after perusing the documentation annexed with the application, we find that the affairs of the company have been completely wound up and assets of the Applicant Company have been completely liquidated. As such the Applicant Company deserves to be dissolved.
Accordingly, in exercise of the powers conferred under Section 59(8) of IBC, 2016, we hereby order the dissolution of DCS BPO PRIVATE LIMITED. The Applicant 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, Chennai, and also to IBBI, within 14 days from the date of this Order.