One Acre Fund Private Limited

PER SHRI L. N. GUPTA, MEMBER (T)

The present petition CP(IB)-857(ND)2022 is filed by the Applicant/ Liquidator of the Corporate Person under Section 59(7) of the IBC, 2016 read with Insolvency Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 (for brevity, the “VLP Regulations”) with a prayer for dissolution of the Corporate Person namely, M/s One Acre Fund Private Limited (for brevity, the ‘Company’).

M/s One Acre Fund Private Limited is a Company incorporated on 03.07.2018 under the Companies Act, 2013 with CIN U74999DL2018FTC336062. The registered office of the company is situated at B-17, T/F, Jangpura Extn., New Delhi-110014, falling within the territorial jurisdiction of this Tribunal.

It is stated by the Applicant that the Voluntary Liquidation Process (VLP) under the provisions of IBC, 2016 and VLP Regulations was commenced by the Company by passing a Special Resolution in the Extra Ordinary General Meeting (EOGM) of its members held on 17.11.2021, which is the date of voluntary liquidation commencement. It is further submitted that Mr. Anang Kumar Shangilya, IP was appointed to act as Liquidator in the aforesaid EOGM. Further, it is stated that there were no creditors in the Company as of 17.11.2021, hence no consent was taken in this regard. The scanned copy of the said Special Resolution is reproduced overleaf for the immediate reference :

The Applicant has submitted that all the Directors of the Company have given Declarations of Solvency on Affidavits stating that

It is further submitted by the Applicant that a certified copy of the said Special Resolution passed in the Extra Ordinary General Meeting of the Members of the Company held on 17.11.2021 was filed by the Company with ROC in Form MGT-14 on 20.11.2021 and Declaration of Solvency by the Directors as required under Section 59(3) of IBC 2016 in From GNL 2 on 25.11.2021.

After confirmation of the Special Resolution passed by EOGM of the Company, the powers of the Board of Directors of the Company were suspended and affairs of the Company were taken over by the Liquidator, Mr. Anang Kumar Shandilya with effect from 17.11.2021.

It is stated that the Applicant then issued an advertisement for voluntary liquidation in “Form A-Public Announcement” in terms of Regulation 14 of the VLP Regulations 2017 in the “Business Standard” (English and Hindi) along with Morning India (English) and Sanmarg in Hindi Newspaper on 20.11.2021. The copies of the advertisements were sent to the IBBI for placing on their website.

It is further stated by the Applicant that it had intimated the Income Tax Department vide its letter dated 22.11.2021 about the initiation of the Voluntary Liquidation Process.

The Applicant has annexed the Financial Statements for the Financial Years ending 2018-19 and 2019-20 with the application.

It is further stated by the Applicant that it had opened an account by the name of “One Acre Fund Pvt. Ltd. - In Voluntary Liquidation” on 02.02.2022 with Punjab National Bank, Delhi for the purpose of realisations and payments during the period of liquidation.

It is stated by the Applicant that it had submitted the Preliminary Report to the Company on 01.01.2022. The Applicant has submitted its Final Report dated 14.11.2022 in compliance of Regulation 38 of VLP Regulations giving details of the distribution of assets amongst the stakeholders. A copy of the Report is also stated to have been filed with the ROC. The relevant extracts of the Report reflecting Receipts and Payments of the company are reproduced below:

The Applicant has submitted that it has paid off all the liabilities of the Company and distributed the residual amount to stakeholders in terms of Section 52 and 53 of the IBC, 2016. The details of distribution are given in Form H, the relevant extract of which is reproduced below:

It is further submitted by the Applicant that after the payment of Government dues and the surplus/residual amount to the members/equity shareholders of the Corporate Person, the bank account of the Corporate Person has been closed and thus, the liquidation process stood completed.

The ROC has filed its report on 25.05.2022 and has not raised any objection. The operative portion of the ROC’s Report is reproduced below, for the immediate reference:

On examining the Application, documents annexed therewith and the submissions made by the Voluntary Liquidator, it emerges that the affairs of the Company have been completely wound up, and its assets completely liquidated and there is no litigation pending against the Company.

In the light of the documents and facts placed on record, averments and the submissions made by the Applicant/Voluntary Liquidator, the Company deserves to be dissolved. Accordingly, this Tribunal directs that the Company shall be dissolved from the date of this Order.

The Application stands Allowed accordingly.

In terms of Regulation 41 Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017, the Applicant/ Voluntary Liquidator shall preserve copies of all such records, which are required to give a complete account of the voluntary liquidation process. Further, the Applicant/Liquidator shall preserve a physical or an electronic copy of the reports, registers and books of account referred to in Regulations 8 and 10 for at least eight years after the dissolution of the corporate person, either with himself or with an information utility.

The Applicant is directed to serve the copy of this Order upon the Registrar of Companies (ROC), with whom the Company is registered, within fourteen days of receipt of this Order. The ROC shall act as necessary upon receipt of a copy of this Order.