Manisha Infotech Private Limited vs Mr. Pranab Kumar Chakrabarty

Per: Cmde Siddharth Mishra, Member (Technical):

The Court congregated through hybrid mode.

Heard Ld. Counsels for the parties.

This Company Petition has been filed under section 59 of the Insolvency and Bankruptcy Code, 2016 by Mr. Pranab Kumar Chakrabarty (hereinafter referred as "Petitioner/Liquidator") representing Manisha Infotech Private Limited [CIN: US1506WB1999PTC090431] (hereinafter referred as "Company") seeking following reliefs:

The Corporate Person was incorporated, under the provisions of Companies Act. 1956, on 12.10.1999 as a private company limited by Shares with Registrar of Companies, Kolkata.

The Authorised Share Capital of the Corporate Person is Rs. 75,00,000/- divided into 7,50,000 equity shares of Rs. 10/- (Rupees Ten only) each. The issued, subscribed and paid-up share capital of the Corporate Person is Rs. 13,86,910/- consisting of 138691 equity shares of Rs. 10/- (Rupees Ten only) each.

The registered office of the corporate person is situated at Desk No. 321, 3/2, 75c Park Street. 3rd Floor, Kamdhenu Building, Park Street, Kolkata, 700016. The main object of the corporate person was wholesale of machinery, equipment and supplies. The details of the main objects are set out in the Memorandum of Association. (Page No. 35-55 of said Petition).

The corporate person, at present, has two directors namely Ms. Anudita Poddar (DIN: 01727273) and Mr. Shailesh Kumar Poddar (DIN: 03047113), as per the details available on MCA website. (Page No. 56-57 of said Petition).

Ld. Counsel for Petitioner/Liquidator submits:

That the corporate person was not carrying any business. Accordingly, the Board of Directors (BOD) of the corporate person in their meeting held on 20/01/2025, resolved for voluntarily liquidation of the corporate person by passing a resolution and filing Declaration of Solvency. All the directors of the corporate person have declared on affidavit dated 31/01/2025 that said directors have made full inquiry into the affairs and they are of the opinion that the corporate person will be able to pay its debts in full, from the proceeds of assets to be sold in voluntary liquidation and the corporate person is not being liquidated to defraud any person. The directors have appended to the affidavit above, audited financial statements and record of business operations of the Company of previous two financial years. (Page No. 58-114 of said Petition).

That the members of the corporate person in Extraordinary General Meeting held on 06.02.2025 passed a Special Resolution to voluntarily liquidate the corporate person. Hence, voluntary liquidation commencement date is 06.02.2025. Further, Mr. Pranab Kumar Chakrabarty. Insolvency Professional, was appointed as voluntary liquidator, having Registration No.-IBBI/IPA-003/IP-N00088/2017-18/10826. (Page No. 119 of said Petition).

That the liquidator made a public announcement of commencement of liquidation in Form A of Schedule 1 as per Regulation 14 of Insolvency and Bankruptcy Board of India (voluntary liquidation process) Regulations, 2016 in the Financial Express (English newspaper) and in Aajkal (Bengali newspaper) on 08.02.2025 inviting for the submission of claims. (Page No. 121-122 of the Petition). The initiation of voluntary liquidation was informed to Insolvency and Bankruptcy Board of India (IBBI) (Page No. 120 of said Petition).

That the petitioner has submitted the resolution for the commencement of liquidation, the appointment of a liquidator and public announcement made in the newspaper to the Registrar of Companies in Form MGT-14 and GNL-2. (Page No. 135-138 of said Petition).

That the Liquidator has received claims from the shareholders. Ld. Counsel further submits that no claim was received from financial creditors, workmen and other stakeholders under the advertisement published in the newspaper.

That claim from shareholders were received only. The said shareholders have been paid off proportionately on the basis of their shareholding pattern.

That the Liquidator has informed vide letter dated 10.02.2025 to the Registrar of Companies, Kolkata and other Statutory Authorities including Income Tax officer about passing of a Special Resolution to liquidate the Corporate Person. (Page No. 126 of said Petition).

That as per regulation 34 of IBBI (Voluntary Liquidation Process) Regulations, 2017, the Liquidator has duly opened a new Bank Account having account No. 10222996208 in the name and style of "Manisha Infotech Private Limited - In Voluntary Liquidation" with IDFC first Bank, R. N. Mukherjee Road Branch for realisation and payment to the creditors and Members. (Page No. 155-159 of Petition).

That the Liquidator has submitted his preliminary report as required under Regulation 9 of IBBI (voluntary liquidation process) Regulation, 2017. (Page No. 139-148 of said Petition).

That as per Regulation 30 of the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017, the petitioner had prepared category wise list of stakeholders, on the basis of proofs of claims received as on cut off date. (Page No. 149-154 of said Petition).

That after distribution of the funds to the shareholders, creditors and towards liquidation cost, S Bihani & Associates, chartered accountants firm Regd. No. 33270E, after reviewing the books of Accounts, documents, registers and records maintained by the Liquidator, submitted Auditor Report along with receipts and payments pertaining to liquidation period from 06.02.2025 to 17.04.2025. (Page No. 160-161 of said Petition).

The copy of the final report of the Liquidator is annexed to the petition, which shows the realization and payment to the members of the Corporate Person, containing the details as required under Regulation 38 of IBBI (Voluntary Liquidation Process) Regulation, 2017. (Page No. 162-169 of said Petition). Ld. Counsel for petitioner also submits that the final report of the Liquidator is submitted with the Registrar of Companies on 18.04.2025 and sent to IBBI and IPA via email on 18.04.2025. (Page No. 174-180 of said Petition).

That the shareholders have also authorised the petitioner to file petition for the dissolution of the corporate person as there are no pending dues and they have no objection in dissolution of the Corporate Person. (Page No. 181-185 of said Petition).

That the Liquidator also called the meeting of the Shareholders informing about the distribution of the funds and filing of the Application for Dissolution of the Corporate Debtor. (Page No. 4-8 of supplementary Affidavit dated 05.05.2025).

On examining the submission made by the Ld. Authorised Representative appearing for the petitioner and the documents annexed to the petition it appears that the affairs of the Corporate Person have been completely wound up, and its assets have been completely liquidated. Bank Account has also been closed (Page No. 158 of said petition).

In view of the above facts and circumstances and the submissions made by the Authorised Representative appearing for the petitioner of the corporate person deserves to be dissolved. Accordingly, we direct that the Corporate Person shall be dissolved from the date of this Order. Hence, the Company Petition (IB) No. 149/KB/2025 is allowed and disposed of.

The Petitioner is further directed to serve a copy of this order upon the Insolvency and Bankruptcy Board of India and Registrar of Companies, with which the company is registered, within fourteen days of receipt of this order. The Registrar shall take necessary action upon receipt of a copy of this order.

Certified copy of this order, if applied for with the Registry be supplied to the parties in compliance with all requisite formalities.