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Judgment
ORDER
On 08.08.2023, before this Adjudicating Authority, the present Application has been filed by Mr. Sanjeev Kumar, who has been appointed as the Liquidator of M/s. PKR Energy Limited under Section 59(7) of the Insolvency & Bankruptcy Code, 2016 (“IBC” or “the Code”) r/w Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017, (“Voluntary Liquidation Regulations”).
The Applicant Company was incorporated on 12.11.2007, in the name of M/s Asian Cables Limited having CIN: U28910DL2007PLC170333, having Registered office 11, Ishwaar Nagar Mathura Road, South Delhi, New Delhi-110065 under the provisions of the Companies Act, 1956 with the Registrar of Companies, NCT of Delhi. The name of the Company was changed to IAFL Cables Ltd. with effect from 24h February 2011 and with effect from 29h June 2012 the name of the Company was changed to M/s PKR Energy Limited. The Authorized Share Capital of the Company is Rs. 10,00,00,000/- (Rupees Ten Crore Only) and its paid-up share capital is Rs. 8,86,00,000/-.
The main objects of the Applicant Company are to carry on the business of generation, manufacture, distribution of electric energy and operation/setting up of Solar, Wind, Hydro/coal based/gas based/LNG/ power plants for national grid, industrial and domestic purpose both in India and abroad, to do business in Energy audits and Energy consultancy, to carry on the business as manufacturer and trader of all types of Energy Meters, Electrical Goods, Electronic Control Devices, Electric Conductors, Wires & Cables of all kinds/voltages, to carry on the business as importers, Exporters, Merchants, and Traders and to deal with all kinds of Energy meters, Electrical goods, Light Engineering Goods and other allied Goods.
The Board of Directors of the Company comprise of the following: i. Mr. Pranav Kumar Ranade (Managing Director) ii. Ms. Ameeta Ranade (Director) iii. Mr. Prashant Ranade (Whole-time Director) iv. Mr. Vikram Ranade (Director)
REASONS FOR VOLUNTARY LIQUIDATION
The Board of Directors (BoD) of the Company, at its meeting held on 29.03.2023 has recommended the Voluntary Liquidation of the Applicant Company by way of voluntary winding up as per section 59 of the Code read with regulation 3 of Voluntary Liquidation Process Regulations on the ground that the Company has discontinued its business operation. Further, the Company does not have any plans to restart its business operations and accordingly the management is of the opinion that it is in the interest of all stakeholders to voluntarily liquidate the Company.
It is submitted that the majority directors of the Corporate Person have given the Declaration of Solvency by way of affidavit dated 29.03.2023 (annexed as Annexure 3(colly)) deposing therein that the company is not being liquidated to defraud any Creditor, Government, Company, Firm or any person and resolved to wind up the company under “Voluntary Winding up” at the Board meeting held on 29.03.2023, as per section 59(3)(a) of the Code. It is further submitted by the liquidator that the Company does not have any moveable or immovable assets, hence no valuation report was required to be obtained under the provisions of Section 59(3) (b) (ii) of the Code.
The directors of the Company have made a declaration that they have made a full inquiry into the affairs of the company and they have also formed an opinion that company has no liability to pay. The declaration is also accompanied by balance sheets of the Company for the year ending March 31, 2021, March 31, 2022, and for the period ended on 15th March 2023 which are annexed as Annexure 3(colly).
Further, as proposed by the BoD, the Members of the Company in Extra Ordinary General Meeting (EGM) held on 04.04.2023, passed a special resolution as required under section 59 of the Code to liquidate the Corporate Person voluntarily and appointed the applicant Mr. Sanjeev Kumar, Registered Insolvency Professional having Registration No. IBBI/IPA-002/IP-NO1202/2021-2O22/13996 to act as the Liquidator of the Company.
The Liquidator made a public announcement of the commencement of liquidation in Form A of Schedule I as per regulation 14 of the Voluntary Liquidation Regulations in FINANCIAL EXPRESS in English and in JANSATTA in HINDI on 08.04.2023 inviting claims due from the Company by various stakeholders. The Liquidator intimated the Insolvency and Bankruptcy Board of India on 06.04.2023. Further, the letter informing the Income Tax Department about the voluntary liquidation was sent on 11.04.2023.
The Liquidator submitted that it has not received any claims from anyone within requisite timeline of 30 days.
The Company notified the RoC on 10.04.2023 by filing Form MGT-14 (SRN: AA1841449) about the Special Resolution to liquidate the Company. The Company has filed GNL-2 for filing final report dated 03.07.2023 pursuant to regulation 38 of the Voluntary Liquidation Process Regulations.
The status report on behalf of RoC in compliance of the Tribunal’s order dated 16.10.2023 is also filed. The relevant portion of status report is also extracted stating that:
“That as per available records, Last Balance Sheet and Annual Return were filed by the company for the financial year 2021-22 in e-form AOC-4 & MGT-7 vide SRN F24203762 & F31305279 dated 08.09.2022 & 19.10.2022 respectively.
Further as per data received from various cells in this office, no inquiry / inspection / complaint /legal action has been pending against the subject company. That this office has compiled the above factual report based on the records maintained & document filed by the concerned Company on MCA21 portal.
The IBBI is the concerned authority under Insolvency & Bankruptcy Code, 2016. However, present status report about the company based on information/record as available on MCA2I portal is being filed by this office in compliance of Hon'ble NCLT order dated 16.10.2023.”
The Liquidator had intimated to the Banker of the Company i.e., State Bank of India vide its letter dated 11th April 2023 about the Voluntary Liquidation Process of the Company and also requested to change the name of the Account by adding the word 'in voluntary liquidation' after the Company name. Liquidator submitted that instead of opening new bank account for liquidation purpose, the Liquidator decided to designate the existing bank account as liquidation account considering no material transactions in the company. Therefore, the banker certified the change of name of the Bank Account of the Company to "PKR Energy Limited in Voluntary Liquidation" from "PKR Energy Limited" with effect from 21st April 2023. The Liquidator paid liquidation expenses of Rs. 3,03,208/-from liquidation account and remaining balance of Rs. 4,50,38,507/-was transferred to the shareholder of the Company on 1st July 2023. The copy of the bank statements reflecting all these transactions are annexed as Annexure 16. Relevant part of the Bank statement reflecting the transfer of amount to shareholder of the company is extracted below:
The said bank account has been closed down on 01.07.2023. Copy of the Bank Account Closure Certificate issued by the Bank is filed along with the Application as Annexure 17.
As required under Regulation 9 of the Voluntary Liquidation Regulations, the Liquidator submitted its preliminary report to the members of the Company on 19.05.2023. Relevant part of the Preliminary report is extracted below:
Final Report (annexed as Annexure 19) as per Regulation 38 of the Voluntary Liquidation Regulations has been submitted by the liquidator on 03.07.2023. In the final report, the liquidator has submitted that the debt of the company has been discharged to the satisfaction of the creditors, no litigation is pending against the company and Statement on Sale of Asset is not applicable as no asset was available with the Company except cash and bank balance. Relevant portion of liquidation Account statement as on 03.07.2023 audited by A A Deshpande & Associates is hereby reproduced:
On examination of the above table which depicts about the Liquidation Account Statement of the Applicant Company, it is found that the payment has been made to sole shareholder while on the contrary, the Applicant Company MOA consists of seven persons who has subscribed to the Company. To clarify the situation, this Adjudicating Authority vide order dated 01.05.2024 sought clarification from the liquidator. In Compliance of the same, the liquidator filed an affidavit dated 02.05.2024 stating the following:
It is submitted by the Liquidator that Applicant Company is wholly owned subsidiary of M/s Advance Metering Technology Limited. A declaration on page number 29 of the Affidavit is submitted by the liquidator, relevant portion of which is extracted below:
Further, the Liquidator in Compliance with Order dated 18.09.2023 has filed gist of the matter as per checklist, which is extracted below:
ANALYSIS AND FINDINGS:
We have heard the submissions made by the Applicant Company and also perused the records. From a bare perusal, it is seen that the Liquidator after his appointment has duly performed his duties and done the necessary formalities to complete the Voluntary Liquidation process of the Applicant Company.
Further, no adverse comments have been received from any statutory authority or from public at large against such dissolution of the Company, despite there being a public announcement by the Liquidator and also updation of the same in the website of the Insolvency and Bankruptcy Board of India (IBBI). It is also evident from the record that the proposed Voluntary Liquidation was duly communicated to the Registrar of Companies, NCT of Delhi & Haryana as per Form MGT-14 and Form GNL-2 filed with the Registrar of Companies, NCT of Delhi and Haryana and the same are also reported to have been approved.
Applicant was directed to get the report from Income Tax department on 28.11.2023 In compliance of Order dated 28.11.2023, Applicant submitted that it did receive report from the Income Tax department vide email dated 27 December 2023. The report received from Income Tax Department is extracted below:
On hearing the submissions made by the Ld. Counsel for the Liquidator and perusing the documents annexed to the application, it appears that the affairs of the Company have been completely wound up and its assets have been completely liquidated. No liabilities have been left unsatisfied. We are satisfied from the documents on record that the voluntary liquidation is not with the intent to defraud any person.
ORDER
In view of the above facts and circumstances, we are inclined to pass orders for dissolution of the Company, M/S PKR Energy Limited and it is ordered that the company M/s PKR Energy Limited stands DISSOLVED.
The Liquidator of the Company is further directed to serve a copy of this order upon the Registrar of Companies (RoC), Delhi, immediately and, in any case, within fourteen days of receipt of this order. The RoC shall take further necessary action upon receipt of a copy of this order.
The liquidator is also directed to preserve a physical or electronic copy of the records, reports, registers and books of accounts referred to in Regulation 41 of the Voluntary Liquidation Process Regulations for at least 8 years either with himself or with an information utility.
The Company Petition bearing CP (IB) No. 550/PB/2023 is ALLOWED and DISPOSED OF with the above directions.
The Registry is directed to send e-mail copies of the order forthwith to the Company represented by its Liquidator and its Ld. Counsel for taking further necessary steps.
Certified copy of this order may be issued, if applied for, upon compliance of all requisite formalities.
File be consigned to the record storage (final).