M/s. Hainan Constructions Private Limited vs The Registrar Of Companies Nct Of Delhi & Haryana

PER: SHRI L. N. GUPTA, MEMBER (T)

The present CP(IB)-631(ND)2022 is filed by the Applicant/ Liquidator of the Corporate Person under Section 59(7) of the IBC, 2016 read with Insolvency Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 (for brevity, the “VLP Regulations”) with the prayer for dissolution of the Corporate Person viz., Hainan Constructions Private Limited (for brevity, the ‘Company’).

M/s. Hainan Constructions Private Limited is a Company incorporated on 26.02.2007 under the Companies Act, 1956 with CIN U45200DL2007PTC159734. The registered office of the company is situated at M-27, Manish Plaza Building 20 Ansari Road, Daryaganj Delhi-110002, falling within the Territorial Jurisdiction of this Tribunal.

It is stated by the Applicant that the Voluntary Liquidation Process (VLP) under the provisions of IBC, 2016 and VLP Regulations was commenced by the Company by passing a Special Resolution in the Extra Ordinary General Meeting (EOGM) of its members held on 06.01.2022, which is the date of voluntary liquidation commencement. It is further stated that Mr. Mansij Arya, IP was appointed to act as Voluntary Liquidator in the aforesaid EOGM of the Company. The scanned copy of the said Special Resolution is reproduced overleaf for immediate reference:

It is further submitted that both the Directors of the Company have given Declarations of Solvency on Affidavits stating that “(i) A full inquiry was made into the affairs of the company and based on the inquiry, the Directors have formed an opinion that the Company will be able to pay its debt in full from the proceeds of assets to be sold in voluntary liquidation and (ii) The Company is not being liquidated to defraud any person.” The Affidavits of Declarations of Solvency by the Directors are reproduced below, for immediate reference:

It is further submitted by the Applicant that a certified copy of the said Special Resolution passed in the Extra Ordinary General Meeting of the Members of the Company held on 06.01.2022 and Declarations of Solvency by the Directors as required under Section 59(3) of IBC, 2016 have been filed by the Company with the ROC in Form MGT-14 dated 07.01.2022 and GNL-2 dated 11.01.2022.

After confirmation of the Special Resolution passed by EOGM of the Company, the powers of the Board of Directors of the Company were suspended and the affairs of the Company were taken over by the Liquidator, Mr. Mansij Arya with effect from 06.01.2022.

It is stated that the Applicant then issued a Public Announcement for voluntary liquidation in “Form-A” in terms of Regulation 14 of the VLP Regulations 2017 in the “Financial Express” (English) and “Jansatta” (Hindi) Newspapers on 07.01.2022. The copies of the advertisement are stated to have been sent by the Applicant to the IBBI for placing on their website.

It is further stated by the Applicant that vide its letter dated 07.01.2022, it had sent intimation to the Income Tax Department regarding initiation of Voluntary Liquidation Process.

The Applicant has annexed the Financial Statements for the Financial Year 2019-20 and 2020-21.

It is stated by the Applicant that it had opened an account by the name of “Hainan Constructions Private Limited - In Voluntary Liquidation” on 28.02.2022 at Axis Bank, Statesman House, 148, Barakhamba Road, Delhi Branch for the purpose of realizations & payments during the period of liquidation.

It is further stated by the Applicant that it had submitted the Preliminary Report to the Company on 18.02.2022. The Applicant has submitted its Final Report dated 16.08.2022 in compliance of Regulation 38 of VLP Regulations giving details of distribution of assets amongst the stakeholders. A copy of the Final Report has also been filed with the ROC. The scanned copy of the same is reproduced overleaf:

It is submitted by the Applicant that it has paid off all the liabilities of the Company and distributed the residual amount to the stakeholders in terms of Section 52 and 53 of the IBC, 2016. The details of distribution are given in Form H, the relevant extract of which is reproduced below:

It is further submitted by the Applicant that after the payment of the Government dues and the surplus/residual amount to the members/shareholders of the Corporate Person, the bank account of the Corporate Person was closed and thus, the liquidation process stood completed.

The ROC has filed its report on 10.11.2022 and has not raised any objection. The operative portion of the ROC’s Report is reproduced below, for immediate reference:

On examining the Application, 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 & facts placed on record, averments and the submissions made by the Applicant/Voluntary Liquidator, the Company deserves to be dissolved. Accordingly, this Bench directs that the Company shall be dissolved from the date of this Order.

The Application stands Allowed accordingly.

In terms of the Regulation 41 of the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017, the Applicant/ Voluntary Liquidator shall preserve copies of all such records, which are required to give a complete account of the voluntary liquidation process. Further, the Applicant/Liquidator shall 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 Order upon the Registrar of Companies (ROC), with whom the Company is registered, within fourteen days of receipt of this Order. The ROC shall take action as necessary upon receipt of a copy of this Order.