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Judgment
ORDER
PER: CORAM
This CP(IB)/185/(MB)/2023 (Application) is filed by Mr. Madhusudan Sharma, Liquidator (Liquidator) for dissolution of Corporate Person namely, M/s. Finclude Capital Private Limited (Company) through voluntary liquidation under Section 59(7) of the Insolvency and Bankruptcy Code, 2016 (Code) read with Regulation 38 of the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 (Voluntary Liquidation Process Regulations).
The Company was incorporated on 01.08.2019 as a Private Company Limited under the provisions of the Companies Act, 2013 with Corporate Identification Number (CIN): U65993MH2019PTC328770, having its Registered Office at Unit No 225, Second Floor, Trade Centre, Bandra Kurla Complex, Bandra East, Mumbai-400051, in the State of Maharashtra.
The Applicant submits that the Company was primarily incorporated with the objective of promoting financial inclusion in rural areas by easy access to financial products in agriculture; and to carry on the business of Asset Finance Company; to undertake hire purchase; and to carry on the business as financier, concessionaries and merchants. However, due to Covid-19 pandemic, it could not commence its business.
The Company is a wholly owned subsidiary of Greenizon Agritech Consultancy Limited (Greenizon). The shareholding pattern of the Company as on the Liquidation Commencement Date is as under:
Sr. No. | Name of the Shareholder | No. of Shares held | |
|---|---|---|---|
| 1. | Greenizon Agritech Consultancy Private Limited | 2,22,499,999 | |
| 2. | Mr. Arjun Ahluwalia, nominee of Greenizon Agritech Consultancy Private Limited | 1 |
The Applicant further submits that the Board of Directors of the Company in their Board meeting held on 19.08.2022, passed a resolution to voluntarily liquidate the affairs of the Company subject to approval of Shareholders.
The Company has two Directors. Accordingly, both the Directors have declared vide Affidavit dated 19.08.2022 that they have made full enquiry into the affairs of the Company and formed an opinion that the Company has no debt as on the date of the declaration and that the Company is not being liquidated to defraud any person.
The audited financial statements of the previous two FYs 2020-2021 and 2021-2022 and audited financial statement for the period from 01.04.2022 to 25.08.2022 have been placed on record.
The members of the Company (Greenizon Agritech Consultancy Private Limited, the sole contributory/shareholder), in the Extra-Ordinary General Meeting held on 25.08.2022, as per provision of the Companies Act, 2013, had passed a Special Resolution to liquidate the Company voluntarily and appointed the Liquidator of the Corporate Person for the purpose of voluntary liquidation of the Company.
The Liquidator notified the Registrar of Companies, Mumbai, Maharashtra, under sub-section (4) of Section 59 of the IBC as to the passing of a Special Resolution to liquidate the Corporate Person and appointment of liquidator in Form MGT-14 on 27.08.2022 and declaration of solvency by the Directors for voluntary winding up of the Company and Extra-Ordinary General meeting in Form GNL-2 on 29.08.2022 respectively.
The Company does not have Creditors, and hence, the question of holding a meeting of the Creditors did not arise.
The Liquidator made a Public Announcement of the commencement of liquidation of the company in Form A in the Newspapers viz. "Business Standard" in English Language and "Navshatki" in Vernacular Language on 29.08.2022, seeking submission of the claims by the stakeholders, if any, within 30 days from the date of commencement of liquidation i.e. 25.08.2022. The same was also uploaded on the IBBI’s website.
The Liquidator had not received any claims as on 24.09.2022, i.e. the last date of receipt of the claim.
The Liquidator addressed letters dated 30.08.2022 and 19.09.2022 to the Income-tax Officer and Addl./Joint Commissioner of Income- tax, intimating the initiation of voluntary liquidation of the Company, the appointment of the Liquidator, and requested to notify the amount that would be sufficient to provide for any tax.
The Asst. Commissioner of Income-tax, vide email dated 3.11.2022 confirmed that there are no pending income-tax demands of the Company.
The Liquidator has duly filed a Preliminary Report dated 07.10.2022 to the stakeholders of the Corporate Person.
The Applicant submits that at the time of the commencement of the voluntary liquidation process, the Company had fixed deposits and following current accounts in Kotak Mahindra Bank i.e. (a) Current Account Numbers: 6912934914 and (b) 6913504079.
As per the Preliminary Report, the Liquidator opened a liquidation account in the name of the corporate person with IDBI Bank on 1.10.2022.
The Applicant submits that the only assets of the Company were amounts lying in the current accounts and term deposits with Kotak Mahindra Bank. The maturity proceeds of term deposits were transferred to the liquidation bank account on 25.11.2022 and pending closure of current accounts, the Liquidator decided to make interim distribution to the stakeholders. Accordingly, on 20.12.2022, interim distribution of Rs.2,00,00,000/- (Two Crores Rupees) was made to the sole contributory of the Company i.e. Greenizon Agritech Consultancy Private Limited.
On 25.01.2023, after receiving Kotak Bank’s closure statement, the Liquidator distributed Rs.23,57,000/- (Twenty-Three Lakh Fifty-Seven Thousand Rupees) and retained an amount of Rs.2,00,062.70/- (Two Lakh Sixty-Two and Seventy Rupees) for dissolution expenses.
Further, on 19.11.2022, the Liquidator convened a meeting with the sole contributory of the Company to provide an update on the actions undertaken regarding the liquidation process, the meeting addressed the delay in distribution arising from the non-encashment of fixed deposits and the closure of current accounts.
The Liquidator convened the 2nd meeting on 12.01.2023 with the object to obtain consent for liquidation expenses that have been already incurred and to be incurred after the closure of the liquidation bank account. The meeting also focused on matters concerning the relinquishment of tax deducted at sources (TDS) and other issues related to the final distribution of funds. A small amount of Rs. 23,275/-refund of TDS still remains to be realised and decided to forgo/relinquish the tax refund in order to avoid further delay in completing the voluntary liquidation process.
The sole contributory of the Company affirmed that the income-tax or other statutory liabilities arising after the final distribution made by the Liquidator shall be borne and paid by the contributory. Furthermore, an undertaking has been provided by the contributory under Regulation 36 of the Voluntary Liquidation Process Regulations, for ensuring compliance.
The Final Report of the Liquidator has been submitted to the Registrar of Companies in Form GNL-2 on 16.02.2023 and to IBBI by way of email, dated 15.02.2023. A copy of the said Final Report is annexed to the Application.
The Receipts and Payment Account of the Corporate Person is summarily encapsulated below to show how the liquidation estate of the Corporate Person has been disposed of:
| Receipts | Amount (Rs.) | Payments | Amount (Rs.) |
| Opening | Payments to the |
Balances Sole Member-Greenizon Kotak Mahindra 2,308,332.00 Agritech Bank, Mumbai Consultancy CA- 6912934914 Private Limited Kotak Mahindra 34,409.20 Interim Bank, Mumbai 2,00,00,000.00 Distribution CA- 6913504079 Final Distribution 2,357,000.00 9,900,000.00 Kotak Mahindra Bank FD Liquidation 6947018627 Process
Expenses Kotak Mahindra Bank FD Publication 6947018658 expenses 17,640.00 9,900,000.00 Incomes Record Preservation expenses 15,930.00
| Interest Received on Fixed Deposits | 520,166.00 | Audit fee Communication expenses Bank Charges RoC filing fee Provision for expenses and contingencies till dissolution Other Payments TDS deducted by bank on FD Interest | 20,000.00 1,092.60 713.90 600.00 200,062.70 49,848.00 |
| Total | 22,662,907.20 | Total | 22,662,907.20 |
The Liquidator has endeavoured to complete the voluntary liquidation process within 90 days from the liquidation commencement, however, the delay was caused due to non-availability of existing signatories and in realisation of term deposits from the Kotak Mahindra Bank.
This Tribunal vide order dated 06.03.2023, directed the Applicant to issue notice to the RoC, Mumbai. Accordingly, the Applicant vide email and letter dated 21.03.2023, served a notice upon RoC.
In compliance with the provisions of Regulation 35 of the Voluntary Liquidation Process Regulations, and section 53 of the Code, the Liquidator distributed the amount to the shareholders in the process. After making payments towards the liquidation expenses of the Company and distributing them among its shareholders, the Liquidator closed the Bank Account on 07.02.2023.
The Applicant has submitted the Compliance Certificate in Form ‘H’.
We have heard the submissions of the Ld. Counsel for the Liquidator and perused the documents annexed to the Application. On examining the submissions and perusing the records, it is seen that the affairs of the Company have been completely wound up and distribution has been made to the shareholders and, therefore, this Application under Section 59(7) of the Code is complete and it deserves to be allowed. Hence, the Applicant Company i.e., Finclude Capital Private Limited is liable to be dissolved in terms of Section 59(8) of the Code.
After examining the documents and materials placed on record, we are of the considered opinion that the necessary compliances as per provisions of the Code have been made by the Corporate Person and the Liquidator. Therefore, in the exercise of the powers conferred by Sub-section (8) of Section 59 of the Code, we allow the present Application with the following directions:
ORDER
Company Petition (IB) No. 184/MB/C-II/2023 is hereby allowed.
The Corporate Person viz. Finclude Capital Private Limited (having CIN: U65993MH2019PTC328770) stands dissolved from the date of this Order.
The Liquidator is directed to submit this Order to the concerned Registrar of Companies, Income-tax Department, and IBBI within 14 days from the date of receipt of the certified copy, for information and necessary action.
The Liquidator is also directed to submit this Order to all other Statutory Authorities connected with the affairs of the Company.
The Liquidator shall preserve physical or electronic copy of the reports, registers, and books of account in terms of Regulations 8 and 10 of the Voluntary Liquidation Process Regulations.
Copy of the Order be served to the respective parties.
With the above, the Application is disposed of.