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Judgment
ORDER
Heard the Ld. Counsel for the Petitioner.
The C.P is allowed by separate order. File be consigned to records.
IN THE NATIONAL COMPANY LAW TRIBUNAL, BENGALURU BENCH
The Company Petition has been filed with a prayer to Order dissolution of WDB Medical Data India Private Limited.
The relevant facts emanating out of application are:
The Applicant Company was incorporated on 06.03.2018 in Bengaluru, Karnataka under the provisions of the Companies Act, 2013, bearing CIN: U74999KA2018FTC110742.
The Board of Directors of Applicant at their meeting held on 29.02.2024 decided to voluntarily liquidate the Applicant and executed a Declaration of Solvency as required under Section 59 (3) of the IBC, 2016 confirming that they have made full enquiry into the affairs of the Company and are of the opinion that the Company will be able to pay its debts if any. Further, it is declared that the Applicant is not being liquidated to defraud any person. A Special Resolution to liquidate the Company voluntarily was passed on 27.03.2024 and Ms. Medha Kulkarni was appointed as Liquidator.
The Audited Financial Statements of the Applicant for the Financial Year 31.03.2022 & 31.03.2023 along with the Auditor’s Report have been filed.
The commencement of liquidation and appointment of liquidator is intimated to the Registrar of Companies in Form MGT–14 on 01.04.2024 and Form GNL-2 on 22.05.2024. The Public Announcement was simultaneously placed on the IBBI website.
It is submitted that as per Regulation 14 of the IBBI (Voluntary Liquidation Process) Regulations, 2017, the Liquidator has made a Public Announcement of commencement of liquidation in Form A, in ‘Financial Express’, English Newspaper and in ‘Varthabharti’, Kannada Newspaper on 01.04.2024 seeking submission of the claim/s by Stakeholders on or before 26.04.2024.
The Liquidator has duly informed the Registrar of Companies (ROC), Income Tax Department and IBBI.
As per Regulation 30 of the IBBI (Voluntary Liquidation Process) Regulations, 2017, it is submitted that the Liquidator did not receive any claim from any stakeholder after the public announcement was made. The copy of list of stakeholder is annexed as Annexure 11.
It is submitted that as per Regulation 9 (1) of Chapter IV of the IBBI (Voluntary Liquidation Process) Regulations, 2017, the Liquidator submitted the preliminary report to the Company on 11.05.2024.
It is also submitted that as required under Regulation 34 of the IBBI (Voluntary Liquidation Process) Regulations, 2017 – Liquidator had opened a liquidation Bank Account in the name of the Applicant Company with SMBC Bank, which has been closed on 30.08.2024.
It is also submitted that as per Regulation 38 of the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 the Liquidator, Ms. Medha Kulkarni had the Accounts Audited for the liquidation period and submitted her Final Report on 17.09.2024. In connection with the Accounts of the Liquidation, the CA Certificate showing receipts and payments pertaining to liquidation period i.e., from 27.03.2024 to 31.08.2024 was finalized by Ashrith Mukesh & Co, Chartered Accountants on 17.09.2024 as reproduced below.
Amounts in INR 000
| Receipts | Amount | Payments | Amount |
|---|---|---|---|
| Balance at Bank | 4,25,692.00 | Bank Charges Paid | 40,443.00 |
| Deposits Received | 2,495.00 | Liquidation Remuneration | 1,50,000.00 |
| Other Liquidation Expenses | 20,805.00 | ||
| Liquidation Statutory Audit fee | 29,800.00 | ||
| Payment for Stamps | 600.00 | ||
| Payment for public announcement | 8,400.00 | ||
| Repatriation of funds | 1,78,139.00 | ||
| Balance at Bank | - | ||
| 4,28,187.00 | 4,28,187.00 |
The Final Report of the Liquidating Company was submitted with the RoC in Form GNL-2 on 20.09.2024 and an email sent to the IBBI on 17.09.2024.
On being notified, the respondent RoC, Karnataka has filed the Status Report to the effect that no enquiry/inspection/complaint/legal action is pending against the Applicant. However, the Liquidator of the Company be directed to verify if there are any violations under the Companies Act and file an Affidavit confirming the compliances of provisions of the Companies Act. Further, the ROC may be given liberty to prosecute the officers of the Company, if any violation of the Companies Act comes to the knowledge of the ROC in future.
In response thereto, the Liquidator has filed compliance affidavit on 01.08.2025 confirming that the Company under liquidation has complied with the provisions of Companies Act, 2013.
The Income Tax Department has filed its report on 12.08.2025 stating that no assessment proceedings, penalty or prosecution proceedings are pending nor is there any outstanding TDS demand against the Petitioner Company.
We have heard Shri Thirupal Gorige, PCS carefully perused the material on record and relevant legal provisions.
On examination of the submissions and documents filed with the Application, it is apparent that the affairs of the Applicant have been completely wound up, its assets have entirely been liquidated, and as such the Applicant Company deserves to be dissolved. Accordingly, in exercise of the powers conferred under Section 59(8) of IBC, 2016, M/s. WDB Medical Data India Private Limited is hereby dissolved and C.P.(IB) No.35/BB/2025 is allowed.
The Liquidator is directed to inform the Income Tax and GST Departments regarding dissolution of Applicant and surrender its PAN and GSTIN to respective Offices.
This order shall not be construed to absolve the company and/or its directors from any financial and criminal liability for the acts/omissions in the conduct of affairs of the company till date including in the petition and affidavit/undertakings furnished on its behalf.
The Registry and the Liquidator are directed to serve a copy of this order upon respondent at their mail id – [email protected] and IBBI within fourteen days of receipt of a copy of this order.