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Judgment
The C.P is allowed vide separate order. File be consigned to Record Room.
The Company Petition has been filed with a prayer to Order Voluntary Liquidation of MSO HOSPITALITY AND TOURISM PRIVATE LIMITED.
The relevant facts emanating out of application are:
The Petitioner Company was incorporated on 04.09.2015 in Bengaluru, Karnataka under the provisions of Companies Act, 2013, bearing CIN: U55101KA2015PTC082690.
The Board of Directors of Petitioner Company at their meeting held on 26.09.2024 decided to voluntarily liquidate the Petitioner Company and executed a Declaration of Solvency on 3.10.2024 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 Petitioner Company is not being liquidated to defraud any person. A Special Resolution to liquidate the Company voluntarily was passed on 22.10.2024 by the Shareholders and Shri Jayanth Prakash was appointed as Liquidator.
The Petitioner Company has filed the Audited Assets and Liabilities Certificate as on 23.09.2024.
The commencement of liquidation and appointment of liquidator is intimated to the Registrar of Companies in Form MGT-14 on 28.10.2024 and Form GNL-2 on 09.10.2024. 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 “VISHVAVANI”, Kannada Newspaper on 25.10.2024 seeking submission of the claim/s by on or before 21.11.2024.
The Liquidator has duly informed the Registrar of Companies (RoC), The Insolvency and Bankruptcy Board of India (IBBI), The Reserve Bank of India, Jurisdictional Income Tax Department etc.
As per Regulation 30 of the IBBI (Voluntary Liquidation Process) Regulations, 2017, it is submitted that the Liquidator received claims from DUA ASSOCIATES claiming INR 17,79,952.00; the same was paid by the Petitioner Company on 23.01.2025 and from CONSULT VITTARTH LLP claiming INR 33,75210.00; the same was paid by the Petitioner Company on 23.01. after the public announcement was made.
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 06.12.2024.
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 “MSO HOSPITALITY AND TOURISM PRIVATE LIMITED (under Voluntary Liquidation)” with Kotak Mahindra Bank, which has been closed on 12.06.2025.
It is also submitted that as per Regulation 38 of the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 the Liquidator, Shri Jayanth Prakash had the Accounts Audited for the liquidation period and submitted his Final Report on 08.07.2025. In connection with the Accounts of the Liquidation, the CA Certificate showing Receipts and Payments to liquidation from 22.10.2024 to 12.06.2025 was finalized by NAGARAJA KH & Co., Chartered Accountants on 23.06.2025 as reproduced below.
The Final Report of the Liquidating Company was submitted with the RoC in Form GNL-2 on 08.07.2025 and an email sent to the IBBI.
The Petitioner served the notice on ROC on 14.08.2025 and by email on 14.08.2025. 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 Petitioner Company. 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 a compliance Affidavit dated 13.02.2026, stating that there is no violation under the Companies Act, 2013.
Ld Counsel for IT Dept. conveyed that there are no pending TDS dues against the Petitioner Company.
We have heard Shri Jayanth Prakash, Liquidator and Shri Ganesh R Ghale, Ld. Counsel for I.T. Dept., carefully perused the material on record and relevant legal provisions.
The Liquidator is further directed to file an Affidavit from the Directors undertaking to meet any legal liabilities arising against the Company now being liquidated.
On examination of the submissions and documents filed with the Application, it is apparent that the affairs of the Petitioner have been completely wound up, its assets have entirely been 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, MSO HOSPITALITY AND TOURISM PRIVATE LIMITED is hereby dissolved and C.P. (IB) No.214/BB/2025 is allowed.
The Liquidator is directed to inform the Income Tax and GST Departments regarding dissolution of Petitioner 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 – roc.bangalore@mca.gov.in and IBBI within fourteen days of receipt of a copy of this order.