M/s Clementia Mining Pvt. Ltd.

“(A)

To pass an order of dissolution of Company in Liquidation under section 59(8) of the Insolvency and Bankruptcy Code, 2016.

(B)

Direct the Registrar of Companies to change the status of Company to dissolved.”

“(a)

a declaration from majority of the directors of the company verified by an affidavit stating that –

(i)

they have made a full inquiry into the affairs of the company and they have formed an opinion that either the company has no debt or that it will be able to pay its debts in full from the proceeds of assets to be sold in the voluntary liquidation; and

(ii)

the company is not being liquidated to defraud any person;

(b)

the declaration under sub-clause (a) shall be accompanied with the following documents, namely: -

(i)

audited financial statements and record of business operations of the company for the previous two years or for the period since its incorporation, whichever is later;

(ii)

a report of the valuation of the assets of the company, if any prepared by a registered valuer;

(c)

within four weeks of a declaration under sub-clause (a), there shall be –

(i)

a special resolution of the members of the company in a general meeting requiring the company to be liquidated voluntarily and appointing an insolvency professional to act as the liquidator; or

(ii)

a resolution of the members of the company in a general meeting requiring the company to be liquidated voluntarily as a result of expiry of the period of its duration, if any, fixed by its articles or on the occurrence of any event in respect of which the articles provide that the company shall be dissolved, as the case may be and appointing an insolvency professional to act as the liquidator:

Provided that the company owes any debt to any person, creditors representing two thirds in value of the debt of the company shall approve the resolution passed under sub clause (c) within seven days of such resolution.”

Declaration of Solvency by way of Affidavit under section 59(3)(a) & 59(3)(b) of the Insolvency and Bankruptcy Code, 2016 read with IBBI (Voluntary Liquidation Process) Regulations, 2017

I Prakash Lal Kapur son of late Shri Panna Lal Kapur, resident of C-1/5. Safdarjung Development Area, New Delhi - 110016, aged 68 years do hereby solemnly affirm as under:

1.

That I am a Director of Clementia Mining Private Limited, a private limited company registered under the Indian Companies Act, 1956 incorporated on (24^{\text{th}}) June 2011 vide CIN U13201DL2011PTC221407 (hereinafter 'the Company') and having its Registered Office at Lower Ground Floor, Plot No. 17, Poorvi Marg, Vasant Vihar New Delhi South West Delhi DL 110057.

2.

That my Director Identification Number is DIN-00005793 and I am fully aware of the facts and circumstances of the case and hence competent to swear this affidavit.

3.

That I have made a full inquiry into the affairs of the Company and formed an opinion that the Company shall be able to pay its debts in full out of the bank balances of the Company; there being no other assets to be sold in the voluntary liquidation.

4.

That the current liabilities of the Company as on date are listed herein below.

Parties Name	Amount (INR)
M/s. Uberol Sood & Kapoor	28,320
M/s. J.P. Kapur & Uberol	33,853
Total	Rs. 62,173

5.

That the Company shall pay off the above liabilities out of the bank balances as on date of Rs.84,97,612.90/-(Rupees Eighty Four Lakhs Ninety Seven Thousand Six Hundred Twelve and Ninety Paisa only).

6.

That except the current liabilities mentioned hereinabove, the Company does not owe any debt to any other person.

7.

That I state that the Company is not being liquidated to defraud any person.

8.

That the audited financial statements of the Company for the year ending 31.03.2016 and 31.03.2017 are attached with this Declaration of Insolvency.

9.

That the Company had no business operations in the last two years and hence record of business operations as required by section 59(3)(b)(i) of the Insolvency & Bankruptcy Code, 2016 has not been attached.

10.

That the assets of the Company consist only of cash and bank balances hence no valuation report has been obtained. The latest bank statement of the Company is attached herewith.

Verified on this 30th day of Nov, 2017 that the statements made herein above are true to the best of my knowledge and belief and no part of it is false or untrue.

“This Appeal challenges an Order dated 29th November, 2022 as under:-

“Ld. Counsel appearing for the Applicant submits that they have not been able to comply with the order dated 24.05.2022. The ARoC appearing on behalf of the RoC confirms that the objection raised by the RoC regarding filing of Form MGT-14 still holds. This Bench observes that the Ld. Counsel for the Appellant has not been able to comply with the order dated 24.05.2022 even after lapse of six months from the order. We also observe that no one represented the Applicant on 13.09.2021, 23.03.2022 and 06.10.2022. In view of the aforesaid conduct of the Applicant, this Bench is of the view that the Applicant is not serious to pursue the application.

The present (IB)-1133(ND)2020 is Dismissed for noncompliance.”

The learned Counsel appearing on behalf of the Appellant submits Form MGT-14 has since been filed before this Tribunal on 31st January 2024. This being a case of voluntary winding up of the Company, Special Resolution has already been filed with the learned Registrar of Companies of NCT of Delhi in compliance of provisions of IBC and the entire process of liquidation, including distribution of the monies to shareholders has since been completed and final report as per Rule 38 of the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 has also been filed and the liquidation process thus cannot be reversed at this stage.

The learned AROC appeared for the Respondent and submits the ROC is a proforma party and in fact the actual party is Insolvency Bankruptcy Board of India.

However, the said Board has already filed an Affidavit dated 16th August, 2021 in the proceedings before the learned NCLT wherein it has not raised any objection. Para 3 and 4 of the said Affidavit are reproduced below:

“3.

As per section 59(4) of the Code, the liquidator had informed the Board on 30th November 2017 about commencement of the voluntary liquidation of the corporate debtor in the instant case. Further, in terms of regulation 38(2) of the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 the liquidator had sent final report to the Board vide email dated 24th December 2020.

4.

That neither any action is contemplated by the Board, nor any action is pending against the liquidator before it. Board has no observation against the dissolution of the corporate debtor.”

In the circumstances, the Order dated 29th November, 2022 is set aside. The matter may be listed now before the learned NCLT for further proceedings on 6th May, 2024. The Appeal stands disposed of. Pending Applications, if any, also stand disposed of.”