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Judgment
ORDER
Heard the Liquidator-in-Person.
The Petition is allowed & disposed of vide separate order. File be consigned to Record room.
The Company Petition has been filed with following prayers:
a. Order dissolution of Momentum Strategy Consultants Pvt. Ltd; and
The relevant facts emanating out of application are:
The Applicant Company was incorporated on 02.07.2021 in Bengaluru, Karnataka under the provisions of the Companies Act, 2013, bearing CIN: U67100KA2021PTC149069.
The Board of Directors of Applicant at their meeting held on 27.02.2024 decided to voluntarily liquidate the Applicant and executed a Declaration of Solvency on 27.02.2024 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 01.03.2024 and Shri Vighneshwar Bhat was appointed as Liquidator.
The Audited Financial Statements of the Applicant for the Financial Years 31.03.2022, 31.03.2023 and 27.02.2024 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 05.03.2024 and Form GNL-2 on 05.03.2024. 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 Newspapers and in ‘Hosadigantha’, Kannada Newspaper on 02.03.2024 seeking submission of the claim/s by Stakeholders on or before 31.03.2024.
The Liquidator has duly informed the Registrar of Companies (ROC), the Income Tax Department and IBBI regarding the commencement of Liquidation of the Applicant and invited their objections and claims, if any.
As per Regulation 30 of the IBBI (Voluntary Liquidation Process) Regulations, 2017, It is submitted that the liquidator received a claim from a Creditor who raised a tax invoice subsequent to the commencement of liquidation. The services provided by the creditor, for which the invoice was issued, pertain to a period before the start of liquidation. As required under regulations, the Liquidator submitted its preliminary report to the Company on 12.04.2024. Based on the verification of books and claim received to the Company, the liquidator made payments to the parties.
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 12.04.2024.
It is also submitted that as required under Regulation 34 of the IBBI (Voluntary Liquidation Process) Regulations, 2017 – The Liquidator had opened a separate Bank Account in the name of the Applicant Company with IndusInd Bank, which has since been closed on 25.07.2024.
It is also submitted that as per Regulation 38 of the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 the Liquidator had the Accounts audited for the liquidation period and submitted his Final Report on 28.05.2024. In connection with the Accounts of the Liquidation, the CA Certificate showing receipts and payments pertaining to liquidation period i.e., from 01.03.2024 to 24.05.2024 was finalized by G. Rajendra & Co., Chartered Accountants on 24.05.2024 as reproduced below.
| Receipts | Amount (Rs.) | Payments | Amount (Rs.) | Amount (Rs.) |
|---|---|---|---|---|
| Assets Realized | Liquidator’s remuneration | |||
| Balance at Bank | 45,54,567 | Liquidator fee paid | 1,80,000 | |
| GST Paid on Liquidation fee | 36,000 | |||
| TDS Paid on Liquidation fee | 20,000 | 2,36,000 | ||
| Advertisement cost | 9120 | |||
| GST paid on Advertisement cost | 456 | 9576 | ||
| Creditors (Incl GST) | 2,80,800 | |||
| TDS Paid on Creditors Payment | 26,000 | 3,06,800 | ||
| Other Liquidation Expenses | ||||
| NCLT & ROC Expenses | 20,000 | |||
| Audit fee paid | 10,000 | |||
| Interest on TDS | 1,170 | 31,170 | ||
| Payment to Shareholders | ||||
| Srikant Ramakkrushnan | 19,85,511 | |||
| Vishal Chaudhary | 19,85,511 | 39,71,021 | ||
| TOTAL | 45,54,567 | TOTAL | Total | 45,54,567 |
The Final Report of the Liquidating Company was submitted with the RoC on 28.05.2024 and an email sent to the IBBI on 28.04.2024.
We have heard Shri Vigneshwar Bhat, Liquidator-in-person and Shri Ganesh R. Ghale, Ld. Counsel appearing for the I.T. Dept., carefully perused the material on record and relevant legal provisions.
In response to notice served on the RoC, Karnataka has filed the Status Report on 02.07.2025 stating 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. 5. The Liquidator accordingly filed an affidavit vide Diary dated 17.03.2025, stating that the Applicant has complied with all necessary provisions of the Companies Act, 2013.
In response to the notice served to the I.T. Dept., has filed the report vide Diary dated 24.07.2025, stating that there are no outstanding TDS demand or pending proceedings against the Petitioner Company.
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 and its assets have been completely 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. Zet Finvest Private Limited is hereby dissolved and C.P.(IB) No.19/BB/2025 is allowed.
The Liquidator is directed to inform the Income Tax Department and GST Department regarding dissolution of Applicant and surrender the PAN number and GSTIN to respective Offices.
The Registry and the Liquidator are directed to serve a copy of this order upon RoC, Bengaluru at their mail id – [email protected] and IBBI within fourteen days from the date of receipt of a copy of this order.