Sankar Varadharajan

This is a Company Petition filed by the Liquidator in relation to voluntary liquidation of Vital Technical India Private Limited, under Section 59 of the Insolvency and Bankruptcy Code, 2016 (hereinafter referred to as “IBC, 2016”), seeking dissolution of the Company.

It is submitted that the applicant company was incorporated on 01.11.2019 under the provisions of the Companies Act, 2013 under the style and name of “Vital Technical India Private Limited”. The registered office of the applicant company is situated at No. 15, Metro Homes, Dr. Ranga Road, Mylapore, Chennai – 600004. It is submitted that the authorised share capital of the applicant company is as follows:

It is submitted that the Company was engaged in the business of manufacturing, packaging and distribution of adhesives, sealants and waterproofing products in India and abroad. The Memorandum and Articles of Association and Master Data as reflected on the MCA portal have been placed on record.

It is submitted that the operations of the Company ceased with effect from 01.04.2022. Consequently, the Board of Directors, in its meeting dated 15.03.2024, resolved to wind up the Company voluntarily and convene an Extraordinary General Meeting. The relevant portion of the same is extracted hereinbelow:

It is submitted that the majority of the Directors executed a Declaration of Solvency dated 04.03.2024 by way of affidavit under Section 59(3)(a) of the Code, declaring that the Company had no debt or that it would be able to pay its debts in full from the proceeds of assets to be sold in voluntary liquidation and that the liquidation was not intended to defraud any person. The declaration was filed with the Registrar of Companies in Form GNL-2. The relevant portion of the meeting is as follows:

Thereafter, the members of the Company, in the Extraordinary General Meeting held on 18.03.2024, passed a Special Resolution under Section 59(3)(c) of the Code approving voluntary liquidation of the Company and appointing Mr. Sankar Varadharajan, the Applicant herein as the liquidator of the Company. The relevant portion of the meeting is as follows:

It is further submitted that upon passing of the Special Resolution in the Extra-Ordinary General Meeting held on 18.03.2024, approving voluntary liquidation and appointing the Applicant as Liquidator, the intimation of the resolution and his appointment was filed with the Registrar of Companies through E-Forms GNL-2 and MGT-14 on 14.05.2026. The relevant extract is provided hereinbelow:

It is submitted that a Public Announcement in Form A was made on 23.03.2024 in the newspapers “Trinity Mirror” (English) and “Makkal Kural” (Tamil) and was also published on the IBBI website, calling upon stakeholders to submit their claims.

It is submitted that intimation of commencement of voluntary liquidation was sent to the Income Tax Department (Corporate Circle-5(1), Chennai) and the Goods and Services Tax Department, CIT Nagar, Chennai on 21.03.2024. The Income Tax Returns for Assessment Year 2023–2024 were filed and the Final GST Return was also filed, resulting in closure of the GST registration. No objection or communication was received from the said authorities.

It is submitted that upon receipt of claims up to the last date, the claims received from stakeholders were verified by the Liquidator and admitted in accordance with law. Certain claims were not considered as they were time barred. The Applicant submits that no other claims or proceedings are pending against the Company.

It is submitted that in compliance with Regulation 9 of the IBBI (Voluntary Liquidation Process) Regulations, 2017, the Applicant prepared and submitted a Preliminary Report dated 22.04.2024 to the Company, setting out the capital structure, estimates of assets and liabilities and proposed plan of action for liquidation.

It is submitted that bank account in the name of ‘Vital Technical India Private Limited Under Voluntary Liquidation’ was opened on 15.05.2024 with A/c No. 0343002100544428 at Punjab National Bank, 150, Luz Church Road, Mylapore, Chennai, Tamil Nadu – 600 004, for the realization and distribution of liquidation proceeds and the same was closed on 21.12.2024.

It is further submitted that statutory notices were served upon the Income Tax Department and other authorities. The total realization in the liquidation process amounted to Rs.4,48,62,708/-, consisting entirely of cash and bank balance. The amounts were distributed strictly in accordance with Section 53 of the Code, and proof of such distribution has been furnished.

It is further submitted that the liquidation process was completed within the period prescribed under the Regulations and that the Final Report dated 19.12.2024 was prepared and filed with the Registrar of Companies, Chennai through e-Form GNL-2 on 23.12.2024 and also with IBBI. The details of the compliances as mandated under Section 59 of the IBC, 2016 read with the IBBI (Voluntary Liquidation Process) Regulations, 2017 are listed hereunder:

It is submitted that upon completion of the liquidation process, the Final Report dated 19.12.2024 under Regulation 38, containing the necessary details is placed at Pg. No.211-216, along with audited financial statements for FY 2023–24, was prepared and dispatched to the IBBI and the Registrar of Companies. The liquidation bank account was duly closed on 21.12.2024, and proof of closure has been placed on record. It is also submitted that Form-H dated 19.12.2024, certifying completion of the voluntary liquidation process, has been filed along with the present Application at Pg No. 220-230.

The realization from the voluntary liquidation process as stated in the Petition is as follows:

It is stated that, after making various payments including liquidation costs paid in full and as per the provisions of Section 53(1) of IBC, 2016, the Liquidator distributed the funds among the shareholders as detailed below:

Applicant submits that the Auditors certificate on receipts and payments pertaining to voluntary liquidation and the detailed extract is as follows:

It is further submitted that there were no PUFE application pending in relation to the company in liquidation.

On considering the submissions made by the Learned Counsel for the Petitioner and after perusing the documents annexed to the Petition, we find that the affairs of the Company have been completely wound up and the assets of the Petitioner Company have been completely liquidated. As such the Petitioner Company deserves to be dissolved.

Accordingly, in exercise of the powers conferred under Section 59(8) of IBC, 2016, we order for the dissolution of Vital Technical India Private Limited. The Petitioner Company is dissolved from the date of this order.

Regulation 31 of the IBBI Regulation prescribes that the 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 Company, either with himself or with an information utility. However, no specific procedure has been laid down with respect to the preservation of the records of the company maintained prior to liquidation.

However, the provisions of section 347 of the Companies Act, 2013 provides that:

Thus, taking into consideration of the above said provision of the Act this Tribunal directs the liquidator to preserve the books and records and other papers of the company for eight years from the date of dissolution of the company.

The Registry and the Liquidator are directed to serve a copy of this order upon the concerned Registrar of Companies, and also to IBBI, within 14 days from the date of this Order.

The Liquidator, Sankar Varadharajan, is discharged as the Liquidator of the Corporate Debtor. The RoC is directed to change the status of the Corporate Debtor as “Dissolved”.

In terms of the above, this CP(IBC)/16/(CHE)2025 is allowed.