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Judgment
[ PER: BENCH ]
I. The instant application is filed by the Liquidator on behalf of M/s.Spire Advisory Services India Private Limited/Corporate Person under Section 59 of the Insolvency and Bankruptcy Code, 2016, for short ‘IB Code’ with a prayer for dissolution of the Corporate Person.
II. Brief facts of the case are as follows:
The Corporate Person was incorporated under the provisions of the Companies Act, 1956 on 08.03.2006 and is carrying on the business of providing advisory or consultancy services in the area of the capital market, securities, portfolio management, risk management and financial management.
The Corporate Person has neither borrowed any money from anybody nor has committed any default and hence it is intended to liquidate itself voluntarily and the Corporate Person was unable to start its business activities due to lack of viable business opportunities.
Thereafter, both the Directors of the Corporate Person furnished a Declaration of Solvency on 14.04.2021 stating that –
They have made full enquiry into the affairs of the Corporate Person, and they have formed an opinion that the Corporate Person has no debt as on date of signing of this declaration; and
The Corporate Person is not being liquidated to defraud any person.
A copy of the Declaration of Solvency is filed at page no.57 of the application.
At the Annual General Meeting (AGM) held on 14.04.2021, the Members of the Corporate Person have passed a Special Resolution for Voluntary Liquidation of the Corporate Person by appointing Mr.Shashikant Dhamne, Insolvency Professional to act as Liquidator of the Corporate Person.
Copies of the Liquidator consent, certified copy of the Special Resolution and appointment of the Liquidator are filed as Exhibit-C of the application.
After obtaining approval from the shareholders, the Corporate Person notified the same to the Registrar of Companies, Telangana in Form GNL-2. Letter copy of the Special Resolution approving the Voluntary Liquidation was submitted with Registrar in Form-MGT-14. Copies of Form GNL-2 and MGT-14 are filed as Exhibit-D1 and Exhibit-D2 of the application.
The Liquidator made a Public Announcement of commencement of Liquidation in Form A, in Financial Express, English Daily Newspaper and Surya, Telugu Daily newspaper on 17.04.2021, calling upon the stakeholders to submit their claims, if any, within 30 days from the date of commencement of Liquidation. The same was also published on the website of the Insolvency and Bankruptcy Board of India (IBBI).
The Liquidator has submitted the Preliminary Report to the Corporate Person on 12.05.2021. A copy of the same is filed as ‘Exhibit-H’ of the application.
The Liquidator intimated the commencement of Liquidation to the Income Tax Department on 25.04.2021. But, the Liquidator has not received any reply from the Income Tax Department.
The Liquidator has not received any claims and no other creditor was reflected in the Financial Statements of the Corporate Person as on liquidation commencement date. Accordingly, the list of stakeholders was prepared and duly submitted to IBBI.
It is averred that on liquidation commencement date, there were no assets in the company, therefore, there were no assets to be realised.
The company has only two shareholders. The balance available in the Liquidation Account, post incurring the Liquidation costs was duly distributed to the shareholders during the liquidation process. Pursuant to the Master Directions – Remittance of Assets issued by the Reserve Bank of India, the Company can permit the liquidation proceeds under automatic route upon submission of the certificates from the Chartered Accountant. A copy of the Certificate issued by the Chartered Accountant is filed as Exhibit-J of the Application.
Post commencement of Liquidation, a Liquidation Bank Account was opened with State Bank of India in the name of “Spire Advisory Services India Pvt. Ltd. Liqui” and the Liquidator was appointed as the sole authority, which was later closed.
After completion of Liquidation process, the Liquidator submitted Final Report, consisting of –
Audited accounts of the liquidation, showing receipts and payments pertaining to liquidation since the liquidation commencement date;
Statement that assets of the Corporate Person has been disposed of;
Statement that the debt of the Corporate Person incurred during the liquidation has been discharged to the satisfaction of the creditors;
Statement that no litigation to the best of his knowledge is pending against the Corporate Person;
Statement that no sale of assets was involved in the liquidation process as there were no assts in the company since commencement of liquidation.
A copy of the Final Report is filed as Exhibit-L of the application. A copy of the same was submitted to ROC in Form GNL-2 and to IBBI, New Delhi, which are filed as Exhibit-L1 and L2 respectively. Compliance Certificate is also enclosed as Exhibit-L3 of the application.
IBBI Circular No.IBBI/LIQ/45/2021, dated 15.11.2021 had issued a clarification stating that the Liquidator/Insolvency Professional handling voluntary liquidation process is not required to seek any NOC/NDC from the Income Tax Department as part of compliance in the said process. A copy of the Circular is filed as Exhibit-B of the application.
It is averred that since the affairs of the Corporate Person have been completely wound up, and its assets completely liquidated, the Liquidator has presented this petition for dissolution of the Corporate Person in terms of Section 59(7) of the Insolvency Bankruptcy Code, 2016.
III. This Adjudicating Authority sent notice to the Registrar of Companies, Hyderabad for submission of the report and the ROC, Hyderabad submitted report on 30.06.2022. The said report shows that there are no charges as per MCA 21 portal and the ROC expressed that appropriate orders may be passed.
IV. It is noted that the Corporate Person has been completely wound up and its assets are completely liquidated. Hence, we are of the view that this Corporate Person, through its Liquidator, voluntarily liquidated itself so as to get dissolved.
V. By exercising the powers conferred on the Adjudicating Authority under section 59(7) of the Code, we hereby allow the Company Petition with the following directions: -
The Corporate Person, M/s.Spire Advisory Services India Private Limited is hereby dissolved, with immediate effect.
The Liquidator is directed to forward a copy of this order within a period of 14 days from the date of this order to the Registrar of Companies, Hyderabad for making appropriate remarks for the Company on MCA website and Insolvency & Bankruptcy Board of India.
The Liquidator is also directed to forward copies of this order to all the statutory authorities connected with the affairs of the Company.
The Liquidator is further directed to preserve a physical or electronic copy of reports, registers, books of account referred to in Regulation 8 and 10 for atleast 8 years after the dissolution of the Corporate Person, either with himself or with the information utility.
VI. Accordingly, this Company Petition CP(IB) 174/59/HDB/2022 is allowed and disposed of.