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Judgment
ORDER
The instant application has been filed by the Liquidator Mr Abhijeet Jain on behalf of M/s OVD Kinegram India Private Limited (Applicant) under Section 59 of the Insolvency & Bankruptcy Code, 2016 (“Code”) read with Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 (“Voluntary Liquidation Regulations”) seeking the following prayer(s): -
a)To Dissolve the Corporate person; and
b)To pass an order to serve the copy of an order to the Registrar of Companies, New Delhi; or,
c)Pass such other order(s) as this Hon’ble Bench of the Tribunal may deem fit and proper in the facts and circumstances of the present case.
The brief facts, giving rise to filing of the instant Application, which are just and necessary for adjudication, are narrated hereunder: -
The Applicant, i.e. M/s OVD Kinegram India Private Limited, was incorporated on 28.09.2010 under the provisions of the Companies Act, 1956, having CIN: U51109DL2010PTC208852 and registered office situated at 702 Adhishwar, 34, Ferozshah Road, New Delhi-110001. The Authorized Capital of the Company was Rs 2,23,00,000, and the Paid-up Capital was Rs 2,30,00,000.
The Company was incorporated to carry on the business of developing and advancing the sale in India of foil based optically variable devices KINEGRAM technology. The Company had ceased to continue its business activities in India and therefore, the Board of Directors of the Company in its Meeting held on 09.05.2023 has passed the resolution in order to opt for the voluntary liquidation of the Company, considering the fact that the Company has no business operations since the last six financial years. Thus, it is not a going concern. It has no employees /workers, barring one employee. The directors, with the approval of the members, have decided to liquidate the company.
That the Board of Directors of the Company in its Meeting held on 09.05.2023 have also approved the Declaration of Solvency to be made under Sec. 59 (3) (a) of the IB Code, 2016 read with Regulation 3 of Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 ('the Regulation'). The certified true copy of the resolution passed at the Board Meeting held on 09.05.2023, Declaration of Solvency cum Affidavit signed by all the Directors and the copy of form GNL-2 filed along with the payment challan with the Registrar of Companies, New Delhi, is placed on record as Annexure-G.
The Members of the Company have approved and passed the Special Resolution at the Annual General Meeting held on 31.05.2023 for the Voluntary Liquidation of the Company and appointed Mr. Abhijeet Jain (IBBI/IPA-002/IP-N00173/2017-18/10445) as the Liquidator of the Company ("Liquidation Commencement Date") at a remuneration of Rs. 1,50,000/- (Rupees One Lakh Fifty Thousand) pursuant to Sec. 59(3) (c) (i) of the IB Code, 2016 read with Regulations. A Copy of the Special Resolution along with the Notice and Explanatory Statement, is placed on record as Annexure-D. The Voluntary Liquidation was commenced from the date of passing of the Special Resolution at the Annual General Meeting held on 31.05.2023 in view of the fact that the Company was not owing any Debt to any person/ statutory authorities, and there were no Creditors as per the books of accounts and other papers of the Company.
In compliance of Sec. 59(4) of the Code, the resolution passed at the Annual General Meeting dated 31.05.2023 was duly notified to the Insolvency and Bankruptcy Board of India (IBBI), the Registrar of Companies, New Delhi on 03.06.2023. The copy of the e-form MGT-14, along with its Payment Challan is placed on record as Annexure H.
The Liquidator has made the public announcement in Form A in Newspapers, namely Jansatta in Hindi and Financial Express, in the English edition on 03.06.2023, pursuant to Regulation 14 of the Regulations. The Copy of the Public announcement in Form A, along with its publication, are placed on record as Annexure F with the petition. Further, in terms of regulation 14(3)(c) of the Regulations, the copy of the public announcement was also uploaded on the website of the IBBI, and the copy of the same is placed on record as Annexure- I of the application.
Further in terms of Regulation 9 of the Regulations, the liquidator has prepared the Preliminary report on 15.07.2023 and has submitted the same to the Company. The signed copy of the Preliminary report is placed on record as Annexure-D. After the post-realisation of all the assets and paying off the Cash/ Bank balance distributed to all the Shareholders of the Company on 16.10.2023, and thereafter the application was made for the closure of the Bank Account, which was accordingly closed on 26.10.2023. The copy of the Bank Statement of the Company and the communication received from the Bank confirming the closure of the Liquidation Bank Account of the Company is placed on record as Annexure-Q.
Further, as per Regulation 38, the Liquidator has prepared the Final Report detailing the receipts and the payments pertaining to the liquidation period. The copy of the Financials is annexed to the Final Report, and the same is placed on record as Annexure-E of the application. The copy of the Final Report was sent to IBBI through e-mail on 24.02.2024 The copy of the proof of service of the Final Report to IBBI is placed on record as Annexure-F. The copy of the Final Report is duly filed with the Registrar of Companies, New Delhi, on 24.02.2024, and the copy of the emails dated 24.02.2024 are placed on record as Annexure- F
The Liquidator has endeavoured to complete the liquidation process within the timeliness prescribed under Regulation 37. Further, in Compliance with Regulation 37, the liquidation process was completed on 24.02.2024. In Compliance Certificate in Form H is forming a part of this Application, and the same is placed on record as Annexure-G of the application.
Further, there is no unclaimed dividend or any other undistributed proceeds which are required to be transferred to the Corporate Voluntary Liquidation Account. Further, there is no pending litigation against the Company before any forum, Court of law/Tribunal. That the affairs of the Applicant Company have been completely wound up and proceeds have been duly distributed to all its Shareholders as per the provisions of the Code and Regulation thereof.
Notice was issued to the Registrar of Companies (ROC), NCT of Delhi & Haryana (“Respondent”) and IBBI vide this Adjudicating Authority’s order dated 23.04.2024. The RoC has filed its report dated 21.05.2025 before this Adjudicating Authority, whereby it is stated that as per records, no inquiry/inspection/complaint/legal action has been pending against the subject Company. Further, the Ld. Counsel for the RoC has stated that Petitioner has not filed MGT-14 & GNL-2; however, the Petitioner submitted that both the documents have already been filed with RoC, and a copy of GNL-2 is at page no. 126 of the petition and a copy of MGT-14 is at page no. 129 of the petition. Therefore, the contention of the RoC is misplaced, as recorded in the Order dated 05.08.2025.
We have heard the submissions made by the Ld. Counsel and perused the documents annexed to the petition. From the perusal of the instant Application and documents annexed therewith, it is seen that the Liquidator, after his appointment, has duly performed his duties and completed the necessary formalities to complete the liquidation process of the Applicant Company, which has been averred in the present application. Further, it is also evident that the Liquidator had duly opened an account in the name of a Corporate Person with Bank for realization and payment to the members. Further, the Liquidation Bank Account was closed on 26.10.2023 and the communication received from the Bank confirming the closure of Liquidation Bank Account of the Company is placed on record as Annexure-Q. Thus, the Liquidator has prayed for an order from this Adjudicating Authority to dissolve the applicant company.
Further, no adverse comments have been received from any statutory authority or from public at large against such dissolution of the Applicant Company, despite there being a public announcement by the liquidator and also updating of the same in the website of the Insolvency and Bankruptcy Board of India (IBBI). It is also evident from the record that the proposed liquidation was duly communicated to the Registrar of Companies, NCT of Delhi & Haryana as per Form MGT-14 and Form GNL-2 filed with the Registrar of Companies, NCT of Delhi and Haryana. It appears that the affairs of the Applicant Company have been completely wound up and its assets have been completely liquidated and no liabilities have been left unsatisfied. We have also duly considered the merits thereof, in the light of the statutory provisions of Section 59 of the Code, 2016 read with the relevant regulations.
The Liquidator had filed copies of paper publication as well as copy of paper announcement in Form-A. The Liquidator in compliance of Regulation 38(3) of the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 had placed on record the Compliance Certificate in Form-H at Annexure-G of the present application.
By taking into consideration the above stated facts and circumstances, the instant Application C.P. (IB) 185/ND/2024 stands allowed. Consequently, this Adjudicating Authority in exercise of power conferred to it under Section 59 (8) of the Insolvency and Bankruptcy Code, 2016, orders that the Applicant Company i.e., M/s OVD Kinegram India Private Limited, having CIN: U51109DL2010PTC208852, shall stand dissolved with effect from the date of pronouncement of this order.
The Liquidator is directed to communicate a copy of this order to the respondent i.e., Registrar of Companies, NCT of Delhi & Haryana, wherein the registered office of the Applicant Company is situated. Further, a copy of this order should also be communicated to the IBBI, New Delhi, for information. Such communication should be made within the stipulated period of fourteen (14) days from the date of receipt of the certified copy of this order.
The Registry is directed to send e-mail copies of the order forthwith to the Applicant Company represented by its Liquidator and its Ld. Counsel for taking further necessary steps. Resultantly, the present application, i.e. Company Petition No.: 185/ND/2024 stands allowed with aforesaid terms. File be consigned to the records.