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Judgment
O R D E R
Per: Labh Singh, Member (Judicial)
The Court congregated through hybrid mode.
The present Company Petition has been filed by Mr. Vivek Gupta, acting as the Liquidator of Nutec Bickley Wesman Kilns Private Limited, under Section 59(7) of the Insolvency and Bankruptcy Code, 2016 (hereinafter referred as “Code”) for Voluntary Liquidation of Nutec Bickley Wesman Kilns Private Limited (CIN: U29248WB2008PTC130423) (hereinafter referred as “Corporate Person”). The Applicant/Corporate Person has complied with requisite formalities and procedure of liquidation as per law and has filed this petition for its dissolution under Section 59(7) of the Code.
The Corporate Person was incorporated under the provisions of the Companies Act, 1956 on 11th day of November, 2008 as a Private Company Limited by Shares with the Registrar of Companies, Kolkata. The Authorised Share Capital of the Corporate Person is Rs. 3,30,00,000/- (Rupees Three Crore Thirty Lakh Only) divided into 3,30,000 (Three Lakh Thirty Thousand) equity shares of Rs.100/-each. The present issued, subscribed and paid-up share capital is Rs. 3,24,00,000/- (Rupees Three Crore Twenty-Four Lakh Only) divided into 3,24,000 (Three Lakh and Twenty Four Thousand) equity shares of Rs.100/- each.
The registered office of the Corporate Person is situated at Wesman Center 8, Mayfair Road, Kolkata, West Bengal, India, 700019. The main object of the Corporate Person was to carry on business of designing, engineering, manufacturing, marketing, supply, sale, installation, commissioning, maintenance, repairs, replacements of Kilns, Industrial Heating Equipment, allied equipment and products, related accessories, spare parts, services and solutions including turnkey execution of contracts. The details of the main objects are set out in the Memorandum of Association and Articles of Association, copies of which are annexed to the company petition and marked with the letters “B” and “C” respectively.
The Corporate Person, at present, has 5 (Five) Directors, namely Mr. Rodrigo Gonzalez Rangel (DIN: 02814732), Mr. Anil Vaswani (DIN: 01672158), Mr. Nikhil Vaswani (DIN: 02277348), Mr. Daniel Gerardo Llaguno Riveria (DIN: 02444480) and Mr. Gautam Ranjit Jhangiani (DIN: 00291481) as per the details available on the MCA website.
It is submitted that the Corporate Person has been non-operational and has not engaged in any business activity for quite some time and has not been able to identify future avenues and viable business opportunities. Accordingly, the Board of Directors (BOD) of the Corporate Person in their meeting held on 06.01.2025 resolved to Voluntarily Liquidate the Corporate Person by passing a resolution and filing Declaration of Solvency. 3 (three) out of the total 5 (five) directors comprising the board of directors of the Corporate Person have declared on Affidavit dated 07.01.2025 that they have made full inquiry into the affairs and are of the opinion that the Corporate Person has no outstanding debt as on 06.01.2025, the Corporate Person is not being liquidated to defraud any person and the Corporate Person has no outstanding litigations. Declaration of Solvency along with audited financial statements and record of business operation of the Corporate Person for the previous two years are annexed to the company petition and marked with the letters “E”, “F” and “G” respectively.
The members of the Corporate Person in their EGM held on 30.01.2025 passed a special resolution to liquidate the Corporate Person voluntarily. Hence, voluntary liquidation commencement date is 30.01.2025. Furthermore, Mr. Vivek Gupta, Insolvency Professional, was appointed as a voluntary liquidator, having Registration No. IBBI/IPA-001/IP-P-02370/2021-2022/13590. A copy of special resolution passed in the EGM is annexed to the company petition and marked with the letter “I”.
The initiation of voluntary liquidation was informed to the Insolvency and Bankruptcy Board of India (IBBI) on 31.01.2025. A copy of form IP – 1 filed with the Insolvency and Bankruptcy Board of India is annexed to the company petition and marked with the letter “L”.
The Liquidator made a public announcement of commencement of liquidation in Form - A as per Regulation 14 of the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process), Regulations, 2017, in “Business Standard” and “Aajkaal” on 01.02.2025 inviting for submission of claims. A copy of public announcement is annexed to the company petition and marked with the letter “J”.
The Corporate Person filed the special resolution for the commencement of liquidation and appointment of a Liquidator with the Registrar of Companies, Kolkata on 06.02.2025. A copy of form MGT – 14 along with paid challan are annexed to the company petition and marked with the letter “K”.
As per Section 178 of the Income Tax Act, 1961, the Liquidator intimated the commencement of liquidation and appointment of Liquidator to the Income Tax Authority on 03.02.2025. Copy of intimation letter served to the regulatory authorities via e-mail are annexed to the company petition and marked with the letter “P”.
As required under Regulation 34 of the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017, the Liquidator opened a current account in the name of “Nutec Bickley Wesman Kilns Private Limited in voluntary liquidation” with ICICI Bank for realisation and payment to the stakeholders.
The Liquidator received claims from the Employee State Insurance Corporation (“ESIC”) on 27.02.2025 and the shareholders on 26.02.2025. However, ESIC dropped its claim against the Corporate Person. As a result, the Liquidator did not admit the claim of ESIC. In addition, the Liquidator also received a demand from the Employees’ Provident Fund Organization (“EPFO”). Copy of the claim forms submitted by the stakeholders are collectively annexed to the company petition and marked with the letter “M”.
The Liquidator submitted the Preliminary Report on 13.03.2025 as required under Regulation 9 of the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017. A copy of Preliminary Report is annexed to the company petition and marked with the letter “O”.
However, the voluntary liquidation process could not be completed within the timeline stipulated under regulation 37(1)(b) of the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 on account of certain compliance requirements in remittance to the foreign shareholder and due to waiting, out of good prudence, for observations of statutory authorities, though the intimation was sent within the stipulated period of 7 days from the liquidation commencement date. No observations or objections were received from the statutory authorities. As a result, a meeting of the contributories of the Corporate Person was held on 14.05.2025 and the 1st Status report dated 14.05.2025, was presented in the meeting of the contributories. The IBBI was also intimated about the meeting of contributories and the reasons for delay. Copies of the minutes of the contributories meeting and 1st Status report prepared by the Liquidator are collectively annexed to the company petition and marked with the letter “S”.
Based on the verification of books of accounts and claims received from the shareholders, the Liquidator made the payment in respect of their claims on 16.06.2025 & 19.06.2025 and to the EPFO on 01.05.2025. A Certificate from the Chartered Accountant dated 23.06.2025 evidencing receipts and payments pertaining to liquidation is annexed to the company petition and marked with the letter “V”
After making payment to the stakeholders, the Liquidator closed the liquidation account. A copy of the letter evidencing closure of the bank account is annexed to the company petition and marked with the letter “U”.
A copy of the Final Report prepared by the Liquidator along with Compliance Certificate in Form – H are annexed to the petition which shows the realization and payment to the members of the Corporate Person and EPFO as required under Regulation 38 of the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017. A copy of Final Report and Compliance Certificate are annexed to the company petition and marked with the letter “W”
The said Final Report prepared by the Liquidator was filed with the Registrar of Companies, Kolkata and the Insolvency and Bankruptcy Board of India on July 28, 2025. A copy of Form GNL-2 along with its challan and proof of service to the IBBI are annexed to the company petition and marked with the letter “Y” and “X” respectively.
The Liquidator has filed this petition before this Learned Tribunal under Section 59(7) of the Code, seeking an order of dissolution of the Corporate Person. The shareholders have also authorised the Liquidator to file the instant petition for the dissolution of the Corporate Person.
On examining the submissions made by the Liquidator 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.
With regard to the prayer seeking dispensation of filing of Form FC_TRS, since the remittance to the foreign shareholder is governed by FEMA 13R- Foreign Exchange Management (Remittance of Assets) Regulations, 2016, filing of FC-TRS is not required.
In view of the above facts and circumstances and the submissions made by the Liquidator, 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 C.P. (IB) No. 220/KB/2025 is allowed and disposed of.
The Corporate Person is further directed to serve a copy of this order upon the Insolvency and Bankruptcy Board of India and the Registrar of Companies, with which the Corporate Person is registered, within 14 (Fourteen) days of receipt of this order. The Registrar shall take necessary action upon receipt of a copy of this order.
The Registry is directed to send e-mail copies of the order forthwith to all the parties for information and for taking necessary steps.
Certified Copy of this order may be issued, if applied for, upon compliance of all requisite formalities.
File be consigned to the records.