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Judgment
Per: Ashutosh Chandra, Member (Technical)
C.P.No.188/BB/2020 is filed by M/s. Simulity Labs India Private Limited (Under Voluntary Liquidation) (the 'Applicant') U/s. 59(7) of the IBC Code, 2016, R/w. Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017, by inter-alia seeking to order that Simulity Labs India Private Limited, the applicant, (in voluntary liquidation) to be dissolved, etc.
Brief facts of the case, as mentioned in the Company Petition, which are relevant to the issue in question, are as follows:
M/s. Simulity Labs India Private Limited (the 'Applicant') is a Private Limited Company incorporated on 01.02.2017 under the provisions of the Companies Act, 2013 with CIN: U74999KA2017FTC117864. The Authorized Share Capital of the Company is Rs.10,00,000/- divided into 1,00,000 Equity Shares of Rs.10/- each and the Issued, Subscribed and Paid-up Share Capital is Rs.10,00,000/- divided into 1,00,000 Equity Shares of Rs.10/- each. The Registered office of the Company is situated at A-305, Sterling Shalom ITPL Main Road, Kundalahalli Colony, Bangalore - 560037. The Company was incorporated with the object of engaging in the business of Subscriber Identification Number application, testing, trade, manufacture, import, export, develop, personalized test, distribute SIM cards and other telecom and electronic products, etc.
Owing to diminution in Company's operations for the last two years prior to Liquidation Commencement date and on having no prospect of getting new projects in the field in which the company operates, the Board of Directors of the Company at their meeting held on 26.12.2018, made a proposal to liquidate the Company voluntarily. Further, the Directors, Mr. Sathyanarayanan Sargunesan and Mr. Venugopalan Venkataraman made a declaration of solvency on 26.12.2018 as required under the provisions of Section 59 of the I&B Code, 2016.
The above mentioned declaration by all the directors along with audited financial statements as record of business operations of the company for the previous two years were filed with Registrar of Companies, Bengaluru in form GNL-2 vide SRN: H43294859. The said form GNL-2 has been approved by the Registrar of Companies, Bangalore.
As proposed by the Board, the members of the Company in their EGM held on 17.01.2019, and passed a special resolution as required under Section 59 of the Code read with the IBBI (Voluntary Liquidation Process) Regulations, 2017, to liquidate the Company voluntarily and appointed Mr. Thirupal Gorige, an Insolvency Professional, having IP Registration No. IBBI/IPA-002/IP-N00016/2016-17/10030 to act as liquidator of the Company.
Further, the liquidator made a public Announcement of commencement of liquidation in Form A, in the Bengaluru edition of 'The Hindu', English Newspaper and the Bengaluru edition of 'Kannada Prabha', Kannada Newspaper on 22.01.2019, inviting claim from the stakeholders, if any, within 30 days from the date of commencement of liquidation i.e. by February 16, 2019. The public Announcement was also submitted to the IBBI on 18.01.2019 to place the same on its website.
The special resolution passed for liquidation and appointment of liquidator was filed with the Registrar of Companies in form MGT-14 on 22.01.2019, vide SRN: H42648022. The MGT-14 filed with ROC, Karnataka, has been approved and taken on the record.
As on the date of the liquidation commencement there were no creditors in the company. Hence, no approval of creditors was required to be obtained. Further, as the Company did not have any assets for realisation except bank balance as on Liquidation Commencement Date, the need for opening liquidation account in the name of the Company did not arise.
As required under the IBC, Regulations, the Liquidator submitted preliminary report to the Company on 02.02.2019.
As per provisions of Section 178 of the Income Tax Act, 1961, the liquidator sent intimation about the commencement of liquidation and appointment of liquidator to the Income Tax Authority. Further, a copy of No Objection Certificate received from the Income Tax Authority on 07.02.2020 has been received and filed. Due to pendency of NOC from the Income Tax Authority there was a delay in completion of liquidation process. In terms of regulation 37(2)(a) of the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process), Regulation 2017, the liquidator convened the Annual Contributories meeting on 29.01.2020. Annual Status report together with audited accounts of liquidation was placed at the meeting.
In compliance with the provisions of Section 59 of the I&B Code, 2016, read with IBBI (Voluntary Liquidation Process) Regulations, 2017, the affairs of the company have been completely wound up and its assets have been completely liquidated. A copy of final report along with Certificate from Auditor showing the realisation and payment to members and stakeholders of the Company, containing the details as required under regulation 38 of the regulations was submitted to the applicant company.
Further, the copy of the final report and certificate of auditor has been submitted to the ROC in form GNL-2 vide SRN:R37810678 also sent to the IBBI through email and registered post. Having completed the liquidation proceedings, the liquidator is, in terms of sub-section (7) of Section 59 of the I&B Code, 2016, moving this present application before this Tribunal seeking the dissolution of the corporate person in terms of sub-section(8) of Section 59 of the Insolvency and Bankruptcy Code, 2016.
Mr. Thirupal Gorige, learned Liquidator appeared and was heard through video conference. We have carefully perused the material brought on record, the pleadings of the party and the extant provisions of the Code and the Rules made thereunder.
It is seen from the facts and circumstances of the case, as stated in the Petition, that Owing to diminution in Company's operations for the last two years there was no prospect of getting new projects in the field in which the Company operates and since the Board of Directors opined that due to non-availability of business prospects and long term financial resources to sustain the existing business, making it financially non-viable to carry on the business activities of the Company, they were of the considered view that this is a fit case for the Company to be liquidated.
As detailed supra, the learned Liquidator has complied with all the conditions and procedural requirements as specified under various provisions of Section 59 of the Insolvency and Bankruptcy Code, 2016 and of the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017, before initiating Voluntary Liquidation Process of the Corporate Person, and the Liquidation process has been completed. It is seen from the Liquidator's Final Report, Account Statement showing the Receipts and Payments, that between 17.01.2019 to 23.04.2020 the Value of Assets realised amounted to Rs 35,525-, representing bank balance and proceeds from investment, other than Marketable Securities, and against this the Applicant has made payment of Rs.35,525/- on various heads, such as to the Liquidation expenses, book keeping expenses, auditors fees and miscellaneous expenses, ROC filing fee, stamp duty and notary documentation cost, etc., and thus totally liquidating the account. The Liquidator's Final Report also mentions the values realized and the payments made, and also states that all the assets of the corporate person have been disposed of, the debt of the Corporate person has been discharged to the satisfaction of the creditors and there are no legal proceedings against the Corporate person. In view of the foregoing, we are satisfied that the Petition deserves to be allowed, as prayed for.
In the result, by exercising the powers conferred upon this Adjudicating Authority, under Section 59 of the Code, C.P.No.188/BB/2020 is hereby disposed of with the following directions.
The Corporate Person, M/s. Simulity Labs India Private Limited, is hereby dissolved, with immediate effect;
The Registry is directed to forward a copy of this Order to the Registrar of Companies, Karnataka, Bengaluru, within a period of fourteen days from the date of this Order;
The learned Liquidator is also directed to forward copies of this Order to all other Statutory Authorities connected with the affairs of the Company.