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Judgment
O R D E R
This is a Company Petition filed by the Liquidator conducting the Voluntary Liquidation of M/s. Green World Projects Private Limited, an unlisted Private Company limited by shares within the Jurisdiction of RoC, Chennai, under Section 59 of the Insolvency and Bankruptcy Code, 2016 (hereinafter referred to as “IBC, 2016”), seeking dissolution of the Company.
We have heard the submissions made by the Learned Counsel for the Petitioner and perused the records.
The Petitioner Company was originally incorporated on 05.06.1991 under the provisions of the Companies Act, 1956. The main object of the Company is to act as consultants in Project Formulation, Project Engineering, Technology Transfers, Project Management, Construction Management and General Management Practices. The elaborate details of the main objects are set out in the Memorandum of Association which is filed along with the typed set.
The Authorized share capital of the Company is Rs.5,00,00,000/-(Rupees Five crore only) divided into 5,00,000 shares of Rs.100/- each and the Issued Paid Up capital is Rs.4,17,00,000/- (Rupees Four crore and seventeen lakhs only) divided into 4,17,000 equity shares of Rs.100/- each.
The subject Corporate Company is a closely held private entity and there are only 3 shareholders. The Shareholding Pattern of the Corporate entity as on 25.11.2022 is as follows,
| S. No. | Shareholder Details | No. of Shares | Percentage |
|---|---|---|---|
| 1 | Mini Susan Joy | 4,16,980 | 99.99 |
| 2 | Dr. P K Joy | 10 | 0.0005 |
| 3 | Julaitha Christy | 10 | 0.0005 |
It is stated that the company was formed with an objective to carry on the business of Consultants and Project Developers. However the company stopped its commercial business on 25.11.2022.
It is submitted that a Board meeting was held on 09.11.2022 to consider the winding up of the affairs of the company through the voluntary liquidation process as per the Section 59 of the Insolvency and Bankruptcy Code, 2016 and to seek approval of the shareholders to that effect. The above proposals were approved by the board and passed as a board resolution to that effect.
The Extraordinary General Meeting of the Shareholders of the Company took place on 25.11.2022 wherein it was unanimously resolved and passed to conduct the voluntary liquidation and also to appoint Mr. Mohanlal Gopal as a liquidator for the same under Section 59 of IBC, 2016.
The applicant had submitted the total liabilities and assets of the company undergoing voluntary liquidation and same is extracted as follows,
It is submitted that, the applicant has received a claim from the Regional Provident Fund Organization Commissioner – II, Chennai in Form B for an amount of Rs.2,046/- on 17.03.2023. The applicant Liquidator has accepted the said claim and settled it on 18.04.2022.
The Petitioner stated that he has performed the tasks and Compliances as mandated under Sec 59 of the IBC.
The details of the relevant compliances performed during the present liquidation process as mandated under Section 59 of the IBC, 2016 read with the IBBI (Voluntary Liquidation Process) Regulations, 2017 are listed hereunder:-
| S. NO | COMPLIANCE | AVERMENTS | PAGE NO |
|---|---|---|---|
| 1. | Sec. 59 (3) (b) (i) | Copy of the Audited Financial statements for the years ending March 31st of 2020, 2021 and 2022 along with Provisional Financials ending November 25th of 2022 | 73 – 152 of the Petition |
| 2. | Sec 59 (3) (c) and Reg 3(1)(c) | EoGM dated 25.11.2022 approving the initiation of the voluntary liquidation and appointment of the Liquidator | Additional Set of documents filed dated 02.09.2024 |
| 3. | Section 59 (4) and Reg 3 (2) | Declaration of solvency verified by the Affidavit by majority directors | 71 & 72 of the Petition |
| 4. | Section 59 (4) and Reg 3 | Intimating Board Resolution and Special Resolution for voluntary liquidation passed by shareholders in EoGM to RoC and IBBI | 153 – 160 & 167 of the Petition |
| 5. | Regulation 14 | Form-A Public Announcement in Business Standard (English) and Makkal Kural (Tamil) dated 28.11.2022. | 165 - 166 of the Petition |
| 6. | Section 178 of IT Act, 1961 | Intimation of Voluntary Liquidation process to the Income Tax Department dated 25.11.2022 and IT Department Response | 168 - 176 of the Petition |
| 7. | Reg 9 | Preliminary report dated 09.01.2023. | 187 - 189 of the Petition |
| 10. | Reg34 | Closure of Liquidation Bank Account bearing No. 012321010000015 of Union Bank of India (then Corporation Bank) located at Chennai – MID Corporate Branch – Kellys | 190 - 192 of the petition |
| 11. | Reg 38 | Final report dated 24.04.2024 | 180 - 186 of the Petition |
| 12. | Reg 38 | Form-H – Compliance certificate dated 24.04.2024 | 187 - 193 of the Petition |
| 13 | Reg 38 | Intimation of Final Report to Regulators | 202 – 206 of the Petition |
It is observed that no realization took place apart from the cash balances available with the company accounts, interest received, TDS receivables and Income Tax refunds which formed the Liquidation estate and has been appropriately distributed to all the stakeholders as per the code.
The realization and distribution as per the provisions of Section 53(1) of IBC, 2016 is detailed below:
The details of Payment to the Shareholders has been observed from the Liquidation Bank Account Statement of Corporation Bank placed at Page 190 - 191 of the Petition.
It is seen from the statement on 21.01.2023, vide different Cheques, the amounts has been disbursed to the stakeholders.
The Audited Receipts and Payments for the entire period of Voluntary liquidation has been extracted hereunder,
It is further stated that there were no PUFE applications pending in relation to the liquidation company and Form H compliance certificate shows the same as below,
Thus, on examining the submissions made by the Learned Counsel for the Petitioner and after perusing the documents annexed to the Petition, it appears that the affairs of the Company have been completely wound up and the assets of the Petitioner Company have been completely liquidated and as such the Petitioner Company deserves to be dissolved.
Accordingly, in exercise of the powers conferred under Section 59(8) of IBC, 2016, we hereby order the dissolution of M/s. Green World Projects Private Limited and the Subject Company shall stand dissolved from the date of this order.
Therefore, the Company Petition CP (IBC) / 14 (CHE) 2024 stands allowed and disposed off.
The Registry and the Liquidator are directed to serve a copy of this order upon the Registrar of Companies, Chennai, and also to IBBI, within 14 days from the date of this Order.