M/s. Sipal Engineering Private Limited vs The Registrar of Companies NCT of Delhi & Haryana

VOLUNTARY LIQUIDATION OF THE COMPANY UNDER MEMBERS' VOLUNTARY LIQUIDATION

To consider and, if thought fit, to pass with or without modification, the following Resolutions as a Special Resolution:

Mr. Sanjay Mehta proposed the resolution and Mr. Rishi Gupta seconded the resolution. After discussion, the resolution was passed unanimously as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of section 59 of the Insolvency and Bankruptcy Code of 2016 (The IBC 2016) reads with the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 (VLP Regulations) made thereunder (including any statutory modifications or reenactment thereof for the time being in force) and the provisions of the Companies Act, 2013 as may be applicable, having made a full enquiry into the affairs of the company and 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 members of the Company be and is hereby accorded to liquidate the company by way of voluntary liquidation, with effect from the date hereof.

RESOLVED FURTHER THAT Mr. Atul Mittal, Insolvency Professional, having IP Registration No. IBBI/IPA-001/IP-00439/2017-18/10762 eligible to be appointed as a liquidator in terms of Regulation 6 of the Voluntary Liquidation Process Regulations, and who has given his consent to act as liquidator, be and is hereby appointed to act as liquidator of the company as per the provisions of the IBC 2016 on remuneration of INR 9,00,000 plus applicable taxes exclusive of any other liquidation expenses at actuals, reimbursement of actuals out pocket expense that may be incurred in the process of voluntary liquidation of the Company.

RESOLVED FURTHER THAT pursuant to the provisions of Section 35 and 37 of IBC 2016 and other applicable provisions of IBC 2016 and the Voluntary Liquidation Process Regulations, if any, liquidator shall inter alia, exercise the following powers:

a)

To institute or defend suit, prosecution or other legal proceedings, civil or criminal in the name of and on behalf of the Company;

b)

To carry on the business of the company so far as may be necessary for its beneficial liquidation;

c)

To appoint any professional at a reasonable remuneration to assist him in discharge of his duties, obligations and responsibilities;

d)

To appoint such other professional or to continue with the appointment of the existing statutory auditor of the Company as may be required till the dissolution of the company;

e)

To discharge all powers, functions, duties as required under Section 35 of the IBC, 2016 read with the VI.P Regulations or any other applicable provisions;

f)

To open separate bank account on behalf of the company as per the requirements of the IBC, 2016 or to change the name of the existing bank account of the company as may be deemed appropriate;

g)

To do all such other acts, deeds and things as may be required for the beneficial liquidation of the Company and distribution of assets/proceeds including but not limited to obtaining any consultation from the stakeholders of the Company.

RESOLVED FURTHER THAT pursuant to regulation 31 of the Voluntary Liquidation Process Regulations, Mr. Atul Mittal, Liquidator, be and is hereby authorized to sell any of the Company's assets if any by public auction or private contract with the power to transfer the whole of it to any person or to sell the same in parcels.

RESOLVED FURTHER THAT Mr. Atul Mittal, the Liquidator be and is hereby authorised to exercise all the powers under the Insolvency and Bankruptcy Code, 2016 and the Companies Act, 2013, as may be applicable, to effectively wind up the affairs of the Company."

The Chairman declared the Resolution as passed unanimously.

There being no other business on the agenda, the Meeting ended with a vote of thanks to the chair.

Place: Gurugram Date: 09.07.2021

SANJAY MEHTA CHAIRMAN

DIRECTORS’ DECLARATION OF SOLVENCY FOR SIPAL ENGINEERING PRIVATE LIMITED (CIN: U74900DL2016PTC290469)

I, Sanjay Mehta, son of Mr. Parasraj Mehta, resident of Apartment No 7 B, Belgravia, Tower E, Central Park 2, Sector 48, Chakkarpur, Gurgaon, Haryana - 122002 aged 53 years, Director of Sipal Engineering Private Limited (“Company”), a company registered under Companies Act, 1956 of India, having its registered office at 2nd Floor, Harbans Bhawan-II Commercial Complex, Nangal Raya, South West Delhi-110046 do hereby solemnly affirm and declare that:

1.

The Board of Directors at their meeting held on 05th July, 2021 has discussed the affairs of the company on the basis of the Balance Sheet of the company as on date tabled at the meeting

2.

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.

3.

The Company is not being liquidated to defraud any person;

4.

Audited financial statements of the Company for the previous 2 financial years ending 31.03.2021 and 31.3.2020 are attached as Annexure 1 to this declaration; and

5.

A report of the valuation of the assets of the Company is attached as Annexure 2 to this declaration.

That the contents as stated above are true to my knowledge and belief based on the records of the company kept in the usual course of business.

Solemnly affirmed and declared at New Delhi on the 05th day of July 2021

SANJAY MEHTA DIRECTOR DIN: 06434661

DIRECTORS' DECLARATION OF SOLVENCY FOR SIPAL ENGINEERING PRIVATE LIMITED (CIN: U74900DL2016PTC290469)

I, Girish Dewan, son of Mr. Rajnish Kumar Dewan, resident of 108/A, 4th Cross 2nd Block, Koramangala, Bangalore, aged 48 years, Director of Sipal Engineering Private Limited ("Company"), a company registered under Companies Act, 1956 of India, having its registered office at 2nd Floor, Harbans Bhawan-II Commercial Complex, Nangal Raya, South West Delhi-110046 do hereby solemnly affirm and declare that:

1.

The Board of Directors at their meeting held on 05th July, 2021 has discussed the affairs of the company on the basis of the Balance Sheet of the company as on date tabled at the meeting

2.

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.

3.

The Company is not being liquidated to defraud any person;

4.

Audited financial statements of the Company for the previous 2 financial years ending 31.03.2021 and 31.3.2020 are attached as Annexure 1 to this declaration; and

5.

A report of the valuation of the assets of the Company is attached as Annexure 2 to this declaration.

That the contents as stated above are true to my knowledge and belief based on the records of the company kept in the usual course of business.

Solemnly affirmed and declared at Bangalore on the 05th day of July 2021

GIRISH DEWAN DIRECTOR DIN: 08763228

ATUL MITTAL

FCA, FCS, Insolvency Professional (IP)

Regn. No - IBBI/IPA-001/IP-P00439/2017-18/10762

Email id:- [email protected], [email protected], Phone :- 9871830777

Address: 174, Balco Apartments, Plot.no 58, IP EXTN, Patparganj, Delhi-110092

LIQUIDATOR for SIPAL ENGINEERING PRIVATE LIMITED

FINAL REPORT

Liquidator Final report on

Annexure-A

Voluntary Liquidation of Sipal Engineering Private Limited

(Pursuant to Section 59 and regulation 38 of Voluntary liquidation Process, 2016)

Name of the Company : Sipal Engineering Private Limited

Date of incorporation : 02.02.2016

Corporate Identification number : U74900DL2016PTC290469

Nature of Proceeding : Member's Voluntary Winding up

Name and address of the Liquidator: Mr. Atul Mittal

174, BALCO Apartments, Plot No.58, IP Extn.

Patparganj, Delhi-110092

IBBI/IPA-001/IP-P00439/2017-18/10762

Date of Commencement of : 09.07.2021

Liquidation

FINAL REPORT

I. Regulation 38(1)(a) of INSOLVENCY AND BANKRUPTCY BOARD OF INDIA (VOLUNTARY LIQUIDATION PROCESS) REGULATIONS, 2017 Audited accounts of the liquidation, showing receipts and payments pertaining to liquidation since the liquidation commencement date.

With respect to completion of liquidation process, the following certified accounts of Sipal Engineering Private Limited are submitted:

a. Statement of accounts by BOD as on 05.07.2021 - Annexure 1A

b. Receipt and payment account of the Liquidator for the period from 09.07.2021 till (1^{\text{st}}) March 2022, Auditor certificate enclosed - Annexure 1B

II. Regulation 38(1)(b) of INSOLVENCY AND BANKRUPTCY BOARD OF INDIA (VOLUNTARY LIQUIDATION PROCESS) REGULATIONS, 2017 A statement demonstrating that:-

(i)

The assets of the corporate person has been disposed of:-

Assets as per BS as on 05.07.2020	Amount (Rs.)	Amount Realised (Rs.)	Remarks	Other relevant details
Balances with Bank - On Current account	83,33,822/-	83,33,822/-	Realised and transferred to Liquidation account in Axis Bank	As per Receipt and payment account (Received net of Bank charges deducted by bank)
Income Tax Assets	1,82,570/-	0	The company has filed its tax return; however, the refund is awaited	The Stakeholders have agreed to forego the refund

S. No.	Name	Amount claimed	Amount Admitted & Paid	Remarks
1	Attuttam Singh (Valuation Fees)	10,000	10,000	Paid on 11.08.2021
2	Girish Dewan (Director & Employee)	3,462	3,462	Paid on 11.08.2021
3	Claim from GST Department (Statutory Dues) Tax (Rs. 4,75,530) + Interest (Rs. 3,80,424)	8,55,954	8,55,954	Demand - Rs.4,75,530 paid by passing reversal entry for input credit and Rs. 3,80,424 towards interest paid on 12.08.2021
	Additional Interest		3,050	Rs. 3,050 towards additional interest, till the date of payment, paid on 12.08.2021 voluntarily.
5	Claim from R Jain and Sanjay associates (Audit fees for F.Y 2020-21)	29,500	29,500	Paid on 21.08.2021
6	Claim from Sipal Technologies India Pvt. Ltd. (Shareholder) (54.67% shareholding)	Liquidation proceeds for respective share	54,67,000 7,41,804.6	Paid on 03.11.2021 Paid on 01.03.2022
7	Claim from Lumax Integrated Ventures Pvt. Ltd. (Shareholder) (45.33% shareholding)	Liquidation proceeds for respective share	45,33,000 6,15,072.3	Paid on 03.11.2021 Paid on 01.03.2022
Total		8,98,916	1,22,58,843

All assets of the company disposed of as on date.

(ii)

The debt of the corporate person has been discharged, to the satisfaction of the creditors

S. No.	Name	Amount claimed	Amount Admitted & Paid	Remarks
1	Attuttam Singh (Valuation Fees)	10,000	10,000	Paid on 11.08.2021
2	Girish Dewan (Director & Employee)	3,462	3,462	Paid on 11.08.2021
3	Claim from GST Department (Statutory Dues) Tax (Rs. 4,75,530) + Interest (Rs. 3,80,424)	8,55,954	8,55,954	Demand - Rs.4,75,530 paid by passing reversal entry for input credit and Rs. 3,80,424 towards interest paid on 12.08.2021
	Additional Interest		3,050	Rs. 3,050 towards additional interest, till the date of payment, paid on 12.08.2021 voluntarily.
5	Claim from R Jain and Sanjay associates (Audit fees for F.Y 2020-21)	29,500	29,500	Paid on 21.08.2021
6	Claim from Sipal Technologies India Pvt. Ltd. (Shareholder) (54.67% shareholding)	Liquidation proceeds for respective share	54,67,000 7,41,804.6	Paid on 03.11.2021 Paid on 01.03.2022
7	Claim from Lumax Integrated Ventures Pvt. Ltd. (Shareholder) (45.33% shareholding)	Liquidation proceeds for respective share	45,33,000 6,15,072.3	Paid on 03.11.2021 Paid on 01.03.2022
Total		8,98,916	1,22,58,843

All claim against the company settled as on date

(iii)

No litigation is pending against the corporate person or sufficient provision has been made to meet the obligations arising from any pending litigation

Litigations as on 09.07.2021	Amount (Rs.)	Amount Paid (Rs.)	Remarks	Other relevant details
NIL	NIL	NIL	NIL	As per Director's declaration dated 05.07.2021
Contingent Liability (if any)
Income Tax Assessment for A.Y 2021-22 is pending since revised return is filed in Jan'2022 (within extended time allowed by the department)	NIL	NIL	NIL	Shareholders of Corporate Debtor undertaken to contribute towards any contingent liability arising after the Dissolution process of M/s Sipal Engineering Private Limited (Corporate Debtor) is completed to the extent of the amount received during the Dissolution process in respect of any contingent liability and undischarged matter pending relating to Corporate Debtor.
Surrender of Statutory registrations
PAN & TAN	NIL	NIL	Surrendered on 15.02.2022	NIL
GST	NIL	NIL	-GST Cancellation request submitted. -Order for cancellation of GST (Karnataka) received dated 02.09.2021 - GST (Delhi) Registration is suspended.	NIL

No litigation against the company as on date

III. Regulation 38(1)(c) of INSOLVENCY AND BANKRUPTCY BOARD OF INDIA (VOLUNTARY LIQUIDATION PROCESS) REGULATIONS, 2017

A Sale statement in respect of all assets containing:-

Realised Value	Cost of Realization, if any	The manner and mode of sale	An Explanation for the Shortfall, if the Value Realized is Less than the Value Assigned by the Registered Valuer in the Report of the Valuation of Assets under Section 59(3)(b)(ii) or Regulation 3(1)(b)(ii), as the case may be;	The Person to whom the Sale is Made	Any Other Relevant Details of the Sale
NIL	NIL	NIL	NIL	NIL	NIL

IV. Other Supporting Documents:-

“6.

Further as per data available and maintained, no inquiry /inspection/complaint/legal action has been proceeded/ pending against the subject Company. That this office has compiled the above factual report on the basis of the records maintained & document filed by the concerned Company on MCA 21 portal...”