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Judgment
The instant petition is filed under Section 59 of IB Code, 2016 seeking the following relief:
To pass order for the dissolution of M/s. Ensolvia Infotech Limited under Section 59 of the Insolvency and Bankruptcy Code, 2016 read with Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017.
Brief facts as stated by the Petitioner are as under:-
a. That M/s. Ensolvia Infotech Limited (hereinafter referred to as “the Company” or “Corporate Company” or “the corporate person”), is a Limited Company incorporated under the provisions of erstwhile Companies Act, 1956(presently Companies Act, 2013) on 29.05.2000 having registered office at C-4, Industrial Area, Uppal, Hyderabad, Telangana -500039.
b. The main objects of the Petitioner Company as per the Memorandum of Association is to provide software solutions such as developing website, portal, information system, E-commerce etc.,
c. The Authorised Share Capital of the Company is Rs.5,00,00,000/- divided into 5,00,000 Equity Shares of Rs.10/- each. The issued, subscribed and paid up capital of the Petitioner Company is Rs.3,08,32,000/- divided into 30,83,200 Equity Shares of Rs.10/- each.
d. The Board of Directors of the Petitioner Company have passed a resolution dated 03.10.2019, to liquidate the Company Voluntarily pursuant to the provisions of the Insolvency and Bankruptcy Code, 2016.
e. That the Majority Directors of the Petitioner Company have made a Declaration of Solvency dated 03.10.2019 under Section 59(3)(a) of Insolvency and Bankruptcy Code, 2016 read with regulation 3(1)(a) and 3(4) of Insolvency and Bankruptcy Board of India (Voluntary Liquidation process) Regulations, 2017, inter-alia declaring as under:-
i. That they have made full inquiry into the affairs of the company and have formed an opinion that the Company will be able to pay its debts in full form the proceeds of assets to be sold in the voluntary liquidation. ii. That the Company is not being liquidated to defraud any person
f. That as required under Section 59(3)(c) of Insolvency and Bankruptcy code, 2016 read with regulation 3(1)(c) and 5(2) of Insolvency and bankruptcy Board of India (Voluntary Liquidation process) Regulations, 2017, the shareholders of the Petitioner Company at their Extra- ordinary General meeting held on 25.10.2019 have passed a special resolution to liquidate the Petitioner Company voluntarily.
g. That as required under Section 59(4) of Insolvency and Bankruptcy Code, 2016 read with Regulation 3(2) of Insolvency and Bankruptcy Board of India (Voluntary Liquidation process) Regulations, 2017, the Petitioner Company has notified the Registrar of Companies within 7 days intimating about passing of special resolution to voluntarily liquidate the company (Form No.MGT-14 along with its receipt and special resolutions filed with the Registrar of Companies, Hyderabad).
h. The company has no creditors whosoever either secured or unsecured as on date of filing of this application.
That as per Section 59(5) of Insolvency and Bankruptcy Code, 2016 read with Regulation 3(3) of Insolvency and Bankruptcy Board of India (Voluntary Liquidation process) regulations, 2017, the voluntary liquidation proceedings has commenced from 30.10.2019. The Petitioner who was appointed as the liquidator have taken over proceedings of voluntary liquidation of the corporate person.
j. That the Petitioner has issued a public Announcement in Form A to schedule 1 of Insolvency and Bankruptcy Board of India (Voluntary Liquidation process) regulations, 2017 as required under Regulation 14 of Insolvency and Bankruptcy Board of India (Voluntary Liquidation process) regulations, 2017. The Public Announcement was made in Financial Express (English Daily) and Nava Telangana (Telugu Daily) both dated 27.10.2019.
k. That the Petitioner has submitted his preliminary report to the corporate person as required under Regulation 9 of Insolvency and bankruptcy Board of India. (Voluntary Liquidation Process) Regulations, 2017.
l. That the Petitioner has no tax liabilities and the Income Tax Department has issued No Objection Certificate (NOC) for the voluntary liquidation on 07.01.2020.
m. That the Petitioner has opened a separate bank account and used the amounts received by the corporate person only in accordance with and for the purpose of Voluntary Liquidation.
n. That the Petitioner has prepared the Final Report consisting of Details of Audited Accounts of the Applicant Company, realization of assets of the Applicant Company, disposal of the debts of the Applicant Company, payment to Creditors and Members of the Applicant Company and other details as required under the said regulation.
o. Reiterating above, counsel for the Petitioner prayed to allow the Application as prayed for.
RoC in its report dated 13.09.2021, has confirmed submissions of statutory forms and has also confirmed that there are no charges against the company as per MCA portal. He has therefore, expressed his no-objection in allowing the instant Petition and has further prayed to direct the Petitioner to comply with statutory procedure as per law.
Heard the Voluntary Liquidator and perused the record.
The Application is filed by the Voluntary liquidator under section 59 of the IB Code, 2016. This Adjudicating Authority has to see whether the liquidator has complied with all the provisions of section 59 of the IB Code, 2016 read with Regulation 3 of the Regulations before initiating voluntary liquidation of the company.
It is on record that the Directors have executed the Declaration of Solvency dated 03.10.2019 duly verified by an affidavit dated 03.10.2019 in terms of provisions of section 59(3)(a) of the IB Code, 2016, read with Regulation 3 of the Regulations before initiating voluntary liquidation of the company. (Page No.101-118)
The Company has issued notice to all the shareholders and an Extraordinary General Meeting was also held on 25.10.2019 in which the approval for liquidating the company was also given. The copy of the special resolution passed by the shareholders is also on record (Page No.126-128).
The Company has also filed MGT-14 informing the special resolution passed by the members to the ROC. (Page No.133-137).
It was also informed to the Adjudicating Authority that the Company under voluntary liquidation has no secured or unsecured creditors as on date of filing of the application. A copy of NOC dated 07.01.2020 issued by the Income Tax Department for the voluntary liquidation is also placed on record. (Page No. 139-140).
The liquidator in compliance with the Regulations had also published public announcement in Form-A of schedule - I in Financial Express (English) and other in Nava Telangana (Telugu) on 27.10.2019 and the copies of such public announcement are also placed on record (Page No.129-130).
A final report has also been submitted by the Petitioner to the RoC and copy of same is also enclosed along with the Petition.
All the above facts would show that the voluntary liquidator has complied with the requirement of the provisions of section 59 of the IB Code, 2016 read with the Regulations and filed this application under section 59(7) of the IB Code, 2016 to dissolve the Petitioner/Corporate Person viz., M/s Ensolvia Infotech Limited. Taking into consideration the above facts and also the compliance with all the requirement of the provisions of the code and Regulations by the Voluntary liquidator, M/s Ensolvia Infotech Limited is ordered to be dissolved as envisaged under section 59 of the Code.
Upon dissolution, Liquidator shall hand over the record of the Company to IBBI in terms of IBBI (Voluntary Liquidation Process) Regulations, 2017 read with relevant provisions of IBC, 2016 and file confirmation thereof to this Adjudicating Authority.
With the above observations, instant petition is disposed of and the voluntary liquidator is directed to file the copy of the order through e-form INC-28 with the ROC concerned within 14 days from date of receipt of copy of this order.