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Judgment
The present petition CP (IB) No.141/Chd/Hry/2024 is filed by the Applicant/ Liquidator of the Corporate Person under Section 59 of the Insolvency and Bankruptcy Code, 2016 read (for brevity “Code”) with Insolvency & Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 (for brevity, the “Regulations”) with a prayer for dissolution of the Corporate Person namely, M/s Fauna Care Foundation (for brevity, the ‘Corporate person’ or ‘Company’).
The facts, as stated in the petition, are as below:
The Company i.e. M/s Fauna Care Foundation having CIN U85300HR2021 NPL098901 was incorporated on 01/11/2021 as "Not for Profit" under Section 8 of the Companies Act, 2013 with the Registrar of Companies, NCT of Delhi & Haryana, as a Company limited by guarantee. The registered office of the Company is situated at Flat No. 1102, Tower-E, Godrej Forntier, Sec-80, Gurgaon, Haryana-122004. The Permanent account Number of the Company is AAECF7960M. The true copy of the certificate of incorporation, Memorandum and Articles of Association of the Company along with the copy of PAN of the Company are annexed with the petition as ANNEXURE A-1. The true copy of master data and signatory details of the Company are annexed with the petition as ANNEXURE A-2
The Company has no Authorised and Paid-up Share Capital as the Company is limited by guarantee. As on Liquidation Commencement date the company had two directors namely, Mrs. Kavita Taksha (DIN: 09384266) and Mr. Ajit Singh Takshak (DIN: 09384265).
The management of the Company thought it fit to liquidate the Company voluntarily and consequently, the Board of Directors of the Company in its meeting held on 12/01/2024 has passed a resolution for voluntary liquidation of the Company in terms of Section 59 of the Code, read with applicable regulations and for appointing of Mr.Sumit Sharma as Liquidator of the Company in terms of Regulation 5 of the Regulations, subject to the approval of the members in the Extra-Ordinary General Meeting of the Company. The certified copy of the resolution of the said board meeting dated 12/01/2024 is annexed with the petition as ANNEXURE A-3. The relevant extract is reproduced below:
The Declaration of Solvency as required under Section 59(3) (a) of the Code, was signed by the directors of the Company namely Mrs. Kavita Takshak (DIN: 09384266) and Mr. Ajit Singh Takshak (DIN: 09384265) and accordingly filed with the ROC. The true copy of declaration of solvency signed by the directors are annexed with the petition as ANNEXURE A-4. Same is reproduced as below:
Certified true copy of the previous two audited financial statements of the Company for the years 2021-22 and 2022-23 along with the audited financial statement and record of business operation from 01/04/2023 to 12/01/2024 are annexed with the petition as ANNEXURE A-5.
The members of the Company had unanimously approved the voluntary liquidation of the Company and appointment of Mr. Sumit Sharma as a Liquidator of the Company in their Extra-Ordinary General Meeting held on 15/01/2024 ("the Liquidation Commencement date"). The copy of the Notice along with the Explanatory Statement of the Extra-Ordinary General Meeting and the copy of Special Resolution passed at the Extra-Ordinary General Meeting along with the Attendance slips of EGM and copies of shorter notice consent for calling EGM are annexed with the petition as ANNEXURE A-6. The relevant extract of the minutes of meeting is reproduced as below:
FAUNA CARE FOUNDATION
Regd. Off.: Flat No. 1102, Tower -E Godrej Frontier, Sec-80, Gurgaon, Haryana-122004 CIN: U85300HR2021NPL098901; Email ID: tahjhak.karita@yahoo.com
NOTICE OF EXTRA-ORDINARY GENERAL MEETING
NOTICE is hereby given that the Extra-Ordinary General Meeting of the members of M/s Fauna Care Foundation will be held on Monday, the 15th day of January, 2024 at 03:00 P.M. at the Registered Office of the Company situated at Flat No. 1102, Tower-E Godrej Frontier, Sec-80, Gurgaon, Haryana-122004 to transact the following business:
SPECIAL BUSINESS
ITEM NO. 1: TO APPROVE THE VOLUNTARY LIQUIDATION OF THE COMPANY
To consider and if thought fit, to pass with or without modification(s), if any, the following resolutions as a Special Resolution: -
"RESOLVED THAT pursuant to Section 59 and other applicable provisions of the Insolvency and Bankruptcy code, 2016 ("IBC, 2016") read with Insolvency and Bankruptcy Board of India (Voluntary Liquidation process) Regulations, 2017 made thereunder and the provisions of the Companies Act, 2013 including any statutory modifications or re-enactment modifications thereof for the time being in force, as may be applicable, having made a full enquiry into the affairs of the Company having formed the opinion by the Directors of the Company as per declaration of solvency and other supporting documents placed before the meeting, the approval of the members be and is hereby accorded to liquidate the Company Voluntarily.
RESOLVED FURTHER THAT any of the Directors of the Company be and is hereby severally authorized to sign and file required forms and documents, as may be required, and further to do all acts, deeds, matters and things as may be necessary to give effect to the above resolutions."
ITEM NO. 2: TO APPOINT MR. SUMIT SHARMA, INSOLVENCY RESOLUTION PROFESSIONAL AS LIQUIDATOR OF THE COMPANY
To consider and if thought fit, to pass with or without modification(s), if any, the following resolutions as a Special Resolution: -
"RESOLVED THAT Mr. Sumit Sharma, Insolvency Resolution Professional, holding IBBI registration number IBBI/IPA-001/IP-P02323/2020-2021/13513 being eligible to be appointed as a Liquidator pursuant to the provisions of Regulation 6 of the Insolvency and Bankruptcy Board of India (Voluntary Liquidation process) Regulations, 2017, be and is hereby appointed as the Liquidator of the Company under the Insolvency and Bankruptcy code, 2016 on a Nil Remuneration exclusive of any other liquidation expenses at actuals and re-imbursement of actual out of pocket expenses that may be incurred in the process of voluntary liquidation of the Company.
RESOLVED FURTHER THAT notwithstanding the appointment of Mr. Sumit Sharma, Insolvency Resolution Professional bearing No. IBBI/IPA-001/IP-P02323/2020-2021/13513, as Liquidator of the Company, the members do hereby sanction the continuance of the following powers by the Board severally:-
1.To file a statement of affairs of the Company with the liquidator;
2.To sign papers as may be required by Government Departments/Liquidator;
3.To notify to the Registrar of Companies in the prescribed form, changes in the office of liquidator;
For Fauna Care Foundation
4.To call meeting when there is no Liquidator for the purpose of filling a vacancy in the office of Liquidator;
5.To appear before the Government or Private agencies or Financial Institution as and when required for the purpose of realization /disposal of the company's assets as and when advised by the Liquidator or inside upon by such Government or private agencies; and
6.To close all bank account forthwith and transfer the credit balance to the bank account to be opened by Mr. Sumit Sharma, Insolvency Resolution Professional in the name and style of "FAUNA CARE FOUNDATION-Voluntary Liquidation", the liquidator of the company with PNB Bank or any other bank as may be decided by the Liquidator.
RESOLVED FURTHER THAT any of the Directors of the Company be and are severally authorized to undertake/do such filings, acts and deeds as may be necessary to give effect to the above resolutions.
For and on behalf of the Board of Directors of Fauna Care Foundation For Fauna Care Foundation
Kavita Dholish (Director) DIN: 09384266
Address: E-1102, Godrej Frontier, Sec-80, Gurgaon, Haryana-122004
Date: 12-01-2024 Place: Gurgaon
NOTES:
1.A MEMBER ENTITLED TO ATTEND AND VOTE AT THE GENERAL MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE PROXY FORM, DULY COMPLETED AND SIGNED, MUST BE RECEIVED AT THE REGISTERED OFFICE OF THE COMPANY, NOT LESS THAN 48 (FORTY EIGHT) HOURS BEFORE THE SCHEDULED TIME OF THE MEETING, A BLANK PROXY FORM IS ENCLOSED WITH THIS NOTICE.
2.Explanatory statement pursuant to Section 102 of the Companies Act, 2013 is annexed hereto as Annexure I.
3.The Register of Directors and Key Managerial Personnel and their shareholding maintained under section 170 of the Companies Act, 2013 and all other documents referred in this notice shall remain open for inspection during the meeting.
4.The Route map of the place of Extraordinary General Meeting is annexed hereto and forms part of the Notice.
In Compliance of the provisions of Section 59(4) of the Code, the special resolution passed on 15/01/2024 was duly notified to the office of the Registrar of Companies on 20/01/2024. The true copy of e-form MGT-14 along with its challan are annexed with the petition as ANNEXURE A-7. The true copy of e-form GNL-2 along with its challan are annexed with the petition as ANNEXURE A-8.
The Liquidator has made a public announcement in Form A of Schedule I as per Regulation 14 of the Regulations, to call upon stakeholders to submit their claims as on the Liquidation Commencement Date and fixed the last date of submission of claims as 13/02/2024. The public announcement was published in the following newspapers: i) English Newspaper-Financial Express at page no. 27 Dated 19/01/2024; and ii) Hindi Newspaper - Jansatta at page no. 26 Dated 19/01/2024. The true copy of Public announcement in newspapers is annexed with the petition as ANNEXURE A-9.
The Liquidator has made intimation to the office of Insolvency and Bankruptcy Board of India (IBBI) about the commencement of Voluntary Liquidation and publication of public announcement on 17/01/2024. The true copy of screen shot of the IBBI portal intimating commencement of Voluntary Liquidation and publication of public announcement is annexed with the petition as ANNEXURE A-10. The true copies of income tax returns of the Company for the AY 2022-23 and 2023-24 are annexed with the petition as ANNEXURE A-11.
In terms of Section 178 of the Income Tax Act 1961, the Liquidator intimated to the Income Tax Office on 16/02/2024 regarding his appointment in the Company as a Liquidator. The true copy of the acknowledgment of submission of letter to Income Tax Office is annexed with the petition as ANNEXURE A-12.
Since there were no creditors in the Company as on the Liquidation Commencement Date, the Liquidator has not received any claim by the last date of submission of claims i.e. by 13/02/2024. The List of Stakeholders as per Regulation 30 of the Regulations, was prepared on 27/02/2024 and same was made available for inspection by members, partners, directors and guarantors of the corporate person and further same was send to the Board on 27/02/2024. The true copy of the List of stakeholders is annexed with the petition as ANNEXURE A-13.
In terms of Regulation 9 of the Regulations, the Liquidator prepared the Preliminary Report and submitted the same to the Company on 27/02/2024. The true copy of the preliminary report is annexed with the petition as ANNEXURE A-14.
A separate bank account in the name of the Company with the suffix "In Voluntary Liquidation" was opened by the Liquidator and the true copy of the bank statement from 21/02/2024 to 08/03/2024 evidencing the opening of bank account in the name of 'FAUNA CARE FOUNDATION IN VOLUNTARY LIQUIDATION' w.e.f. 21/02/2024 is annexed with the petition as ANNEXURE A-15.
The existing Bank account of the Company was closed on 28/02/2024. The true copy of the bank statement confirming the closure of the existing bank account is annexed with the petition as ANNEXURE A-16. All the bank balance i.e. Rs. 16,0001- (Rupees Sixteen Thousand Only) at the existing bank account of the Company was transferred on 28/02/2024 to the New Bank account opened by the Liquidator.
As per the provisions of Section 53 of the Code, the Liquidator had paid all the liquidation cost i.e. Rs. 16,000/- (Rupees Sixteen Thousand Only) from the liquidated assets of the Company by 08/0312024. There was no other claim received by the Liquidator. Further, since the Company is a "Not for Profit" under Section 8 of the Companies Act, 2013, the members of the Company were not entitled to get any amount from the Liquidated Assets of the Company. Accordingly, the Bank account was having NIL balance on 08/03/2024 and the liquidation process was completed on 08/03/2024. The true copy of the bank statement from 21/02/2024 to 08/03/2024 of the bank account opened by the Liquidator is annexed with the petition as ANNEXURE A-15.
The Liquidator has prepared the liquidation accounts from the liquidation commencement date i.e. 15/01/2024 to the liquidation process completion date i.e. 08/03/2024. The true copy of audited Receipt and Payment account for the period from 15/01/2024 to 08/03/2024 is annexed with the petition as ANNEXURE A-17. The Liquidator has not found any Extortionate credit transactions as specified under section 50 (3) of the Code. Therefore, no application was filed before the Adjudicating Authority.
In term of Regulation 38 of the Regulations, upon completion of the liquidation process, the Liquidator has prepared a Final report on 30/03/2024 consisting of detail showing the receipts and payments pertaining to the liquidation since the Liquidation Commencement Date and the Compliance Certificate in Form H. The copy of the Final report along with the Compliance Certificate in Form H is annexed with the petition as ANNEXURE A-18. The Final report was submitted to the ROC and the IBBI on 30/03/2024. The copy of e-form Form GNL-2 along with the challan for submitting the Final report with the ROC and the email dated 30103/2024 are annexed with the petition as ANNEXURE A-19. The details of distribution are given in Form H, the relevant extract of which is reproduced below:
4. Details of distribution to stakeholders as per section 52 or 53 of the Code
(Amount in Rs.)
Sl. No. Stakeholders* under section 52 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 [Sec. 52(1)(b)] 0 0 0 0
2 Liquidation Cost [Sec. 53(1)(a)] 16,000.00 16,000.00 16,000.00 100% 3 Workmen's Dues [Sec. 53(1)(b)(i)] 0 0 0 0 4 Debts of Secured Creditors [Sec. 53(1)(b)(ii)] 0 0 0 0 5 Wages and Unpaid Dues to Employees [Sec. 53(1)(c)] 0 0 0 0 6 Debts of Unsecured Financial 40 Creditors [Sec. 53(1)(d)] 0 0 0 0 7 Government Dues + Amount Unpaid following Enforcement of Security Interest [Sec.53 (1)(e)] 0 0 0 0 8 Any remaining Debts and Dues [Sec. 53(1)(f)] 0 0 0 0 9 Preference Shareholders [Sec. 53(1)(g)] 0 0 0 0 10 Equity Shareholders [Sec.53(1)(h)] 0 0 0 0 Total 16,000.00 16,000.00 16,000.00 100% *If there are sub-categories in a category, please add rows for each sub-category
ROC REPORT
ROC filed its report vide Diary 0404116012412024/3 and has not raised any objection. The operative portion of the ROC’s Report is reproduced below, for the immediate reference:
“6.Further as per data received from various cells in this office, no inquiry/ inspection / complaint /legal action has been shown pending against the subject Company. That this office has compiled the above factual report based on the records maintained & documents filed by the concerned Company on MCA21 portal.”
No report was filed by IBBI.
ORDER
On examining the Petition, documents annexed therewith and the submissions made by the Liquidator, it emerges that the affairs of the Company have been completely wound up, and its assets completely liquidated and there is no litigation pending against the Company.
In the light of the documents and facts placed on record, averments and the submissions made by the Applicant/ Liquidator, the Company deserves to be dissolved. Accordingly, this Tribunal directs that the Company shall be dissolved from the date of this order.
In terms of Regulation 41 Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017, the Applicant/ Liquidator shall preserve copy of all such records, which are required to give a complete account of the voluntary liquidation process and shall also preserve a physical or an electronic copy of the reports, registers and books of account referred to in Regulations 8 and 10 for at least eight years after the dissolution of the corporate person, either with himself or with an information utility.
The Applicant is directed to serve the copy of this judgement upon the Registrar of Companies (ROC), with whom the Company is registered, within fourteen days of receipt of this judgement. The ROC shall act as necessary upon receipt of a copy of this judgement.
The CP(IB) No.141/Chd/Hry/2024 is allowed and disposed of accordingly.