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Judgment
ORDER
Per: Balraj Joshi, Member ( Technical)
The present Petition has been filed under section 59 (7) of the Insolvency and Bankruptcy Code, 2016 (hereinafter called “Code”) by a Corporate person, named Sambodhi Healthcare Private Limited (CIN: U85300JH2017PTC010565) (“Corporate person” / “Company”) through Ajay Kumar, Liquidator, Registration No. IBBI/IPA002/IP-N00354/2017-18/11004 to initiate Voluntary Liquidation proceedings under Code. The 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 Companies Act, 2013, on 09th October, 2017 as a Private Limited Company by Shares with Registrar of Companies, Jharkhand. The Corporate person was formed to deal in the business of running hospitals, clinics.
It is submitted that the company was not in operation from the past 2-3 years, therefore, in view of the costs and time involved in ensuring the compliances, a decision was taken by the Board of Directors of the Corporate Person in its meeting held on 06th February, 2020 to liquidate the company voluntarily as per the provisions of section 59 of the Insolvency and Bankruptcy Code, 2016 read with Insolvency and Bankruptcy Board of India Regulations, 2017.
As per the requirements of Section 59 of The Insolvency & Bankruptcy Code, 2016 Directors have filed their affidavit on page number 104 dated 06 Feb,2020 Annexure-G of the petition declaring they have made full inquiry into affairs of the company and having done so, they have formed the opinion that this company will be able to pay its debts in full from proceeds of assets to be sold in voluntary liquidation, within a period of three months from commencement of liquidation & the company is not being liquidated to defraud any person.
It is submitted that the members of the Company in their Extraordinary General Meeting held on 3rd March, 2020 passed the Special Resolution containing the terms and conditions of appointment of Liquidator and remuneration payable to him and to voluntarily liquidate the Company and appointed CS. Ajay Kumar, an Insolvency Professional. In this regard, e-form MGT-14 was filed with the Registrar of Companies, Jharkhand on 5th March, 2020.
It is submitted that the company vide their letter dated 12.03.2020 gave necessary intimation of the initiation of Liquidation Commencement to the concerned Income Tax department and the Income Tax Return of the Company has also been filed till Assessment Year 2021-2022. The applicant has not received any query or objection from the Income Tax Department after intimation of the Voluntary Liquidator process. Liquidator also sent an intimation of the Voluntary Liquidation Commencement to the Board of Directors of the Corporate Person.
The Liquidator vide a letter dated 09.10.2020 requested the Bank of India, Lalpur Branch to change the account to the name “Sambodhi Healthcare Private Limited in Voluntary Liquidation”.
The Liquidator prepared the Preliminary Report and submitted the same to the Corporate Person on 25.09.2020.
Thereafter, the applicant made a Public Announcement, for the initiation of the Voluntary Liquidation Process with respect to the Corporate Person. The notice dated 08/03/2020 was published in the “Morning India”, (English edition) and “Sanmarg”, in Hindi Language.
The Liquidator has not received any claim/proof of claim from any of the stakeholders concerned with the Corporate Person till the date of filing of this application since there are no stakeholders of the Corporate Person.
It is also submitted in the petition that the Corporate Person was in possession of a land situated in Ranchi District Cash and Bank Balance. The Liquidator distributed the sole asset land among the members of the Corporate Person since no interested buyer approached the Liquidator for the purchase of the land pursuant to a public announcement made on 19.02.2021 for the sale of land. The cash and Bank Balance including the amount realized from the sale of land has been utilized in discharge of liabilities incurred during the liquidation period and the remaining amount was remitted to the members of the corporate Person.
The Liquidator has realized all the assets and has discharged all the liabilities of the Corporate Person thereby completing the Voluntary Liquidation Process of the Corporate Person. The Liquidator has also prepared a Final Report on the Voluntary Liquidation Process of the Company for the voluntary liquidation period, i.e, from 03.03.2020 to 25.01.2022
The applicant states that in light of the provisions of the code, where the affairs of the corporate person have been completely wind up, and its assets completely liquidated, the liquidator shall make an application to the Adjudicating Authority for the dissolution of such corporate person. Hence in connection therewith all the affairs of the corporate person have been completely wound up after complying with the applicable provisions of the IBC 2016 with Voluntary Liquidation Regulations.
The Liquidator has filed this petition before this Tribunal under section 59(7) of IBC seeking an order of dissolution of the Corporate Person.
On hearing the submission made by the Ld. Counsel appearing for the petitioner 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.
In view of the above facts and circumstances and the submissions made by the Liquidator the Corporate Person we see no impediment in dissolving the Corporate Person. Accordingly, we direct that the Corporate Person shall be dissolved from the date of this order.
The Petitioner is further directed to serve a copy of this order upon the Insolvency and Bankruptcy Board of India and Registrar of Companies, with which the company is registered, within fourteen days of receipt of this order. The RoC shall take necessary action upon receipt of a copy of this order.
The Liquidator shall stand discharged of his responsibilities, subject to procedural compliances, including but not limiting to filing copies of this order with ROC, preservation of a physical or an electronic copy of the reports, registers and books of accounts as provided under regulation 41 of the Liquidation Process Regulations.
CP(IB)/217/(KB)2022 shall stand disposed of in accordance with the above directions.
The Registry is directed to send e-mail copies of the order forthwith to all the parties and the Liquidator for information and for taking necessary steps.
Certified copy of the order may be issued to all the concerned parties, if applied for, subject to compliance with all requisite formalities.
File be consigned to records.