Sekisui Chemical India Private Limited vs Registrar Of Companies, NCT Of Delhi & Haryana

I. That the Company was incorporated under the provision of Companies Act, 1956 on 21.05.2007 with the objective to carry in India or elsewhere the business to market, market survey, manufacture, produce, process, compound, mix, pack, formulate, condense, distill, rectify, sterilize, pasteurize, steam, evaporate, vapourise, cool, filter, commercialize, develop, treat, cure, refine, extract, operate, manipulate, prepare, purify, protect, preserve, disinfect, turn to account, develop & modify all shapes, sizes, varieties, dimensions, decorations, specifications & applications of interlayer films for all types of glasses and glass equipments, and to act as broker, agent, stockist, distributor, consultant, collaborator, buyer, seller, exporter, importer, job worker, vendor, contractor, supplier, or otherwise to deal in all types of the organic, inorganic, industrial, laboratory, photographic, fine, biological, formulations, preparations, acids, solvents, oils, solutions, derivatives, fluids products, by products and other foamed chemicals products used in laboratories, buildings, railways or other places.

II. The Authorized Share Capital of the Company is 11,00,00,000/- (Rupees Eleven Crore only) divided into Rs. 1,10,00,000/- (One crore and then Lakh Only) equity shares of Rs. 10/- (Rupees Ten only) each). The Issued, Subscribed and Paid-up Share Capital of the Company is Rs. 11,00,00,000/- (Rupees Eleven Crore only) divided into Rs. 1,10,00,000/- (One crore and then Lakh Only) equity shares of Rs. 10/- (Rupees Ten only) each).

III. The Board of Directors of the Company on 28th February, 2022 passed the requisite resolution for approval of voluntary liquidation of the Company and for appointing Mr. Arun Gupta as Liquidator of Company in terms of Regulation 5 of the Regulations, subject to the approval of members in the Extra Ordinary General Meeting of the Company. Subsequently, after making a full inquiry into the affairs of the company and considering that the Company will be able to pay its debt in full, the Board of Directors made a Declaration of Solvency verified by an affidavit.

IV. The present petition filed by the Liquidator is in connection with Section 59(7) of the Insolvency and Bankruptcy Code, 2016 for seeking directions of this AA for dissolution of Corporate Person under Section 59(8) of the Insolvency and Bankruptcy Code, 2016.

V. As required under the provisions of the Section 59 of the Insolvency and Bankruptcy Code, 2016 (hereinafter referred to as “the Code”), Mr. Eiji Fukunaga, Mr. Nobuharu Takahashi and Mr. Yoshiaki Oono Directors of the Company, have made a declaration of solvency on 18.02.2022 and filed an affidavit dated 18.02.2022 in accordance with section 59 of the IBC, 2016, one such solvency certificate and affidavit has been reproduced as under -:

SEKISUI

Sekisui Chemical India Private Limited

Registered Office: 310 A, Rectangle One, D-4 District Centre Saket New Delhi South Delhi DL 110017 IN Identification Number (CIN): U24233DL2007FTC163675 E-mail: [email protected] Telephone Number: +81-80-8939-9338

VOLUNTARY LIQUIDATION DECLARATION

DECLARATION OF SOLVENCY EMBODYING AFFIDAVIT, LIST OF DEBT, FINANCIAL STATEMENTS AND RECORD OF BUSINESS OPERATIONS

(Pursuant to Section 59 (3) of the Insolvency and Bankruptcy Code, 2016 read with Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017)

Name of Company: Sekisui Chemical India Private Limited Presented by Eiji Fukunaga, Director of the Company

I, Eiji Fukunaga, S/o Makoto Fukunaga, age 54, R/o 213-15-6-3 Ogikubo Suginami-ku Tokyo Japan, being the Director of Sekisui Chemical India Private Limited (the "Company"), do solemnly affirm and declare that –

1.

I have made full inquiry into the affairs of the company; and

2.

I have formed the opinion that the company will be able to pay its debts, if any, in full from the assets of the Company and the Company is not being liquidated to defraud any person.

Further, we herein attached Affidavit, List of Debts, and Audited Financial Statements for the previous two years i.e. (period ending 31st March, 2020 and 31st March, 2021) and record of business operations of the company for the previous two years i.e. (period ending 31st March, 2020 and 31st March, 2021) and I make this solemn declaration believing the same to be true.

Declared on this 18th Day of February, 2022 at Tokyo, Japan

For and on behalf of Sekisui Chemical India Private Limited Eiji Fukunaga Director DIN: 08154550

Place: Tokyo, Japan Date: 18th Day of February, 2022

SEKISUI

Sekisui Chemical India Private Limited

Registered Office: 310 A, Rectangle One, D-4 District Centre Saket New Delhi South Delhi DL 110017 IN Identification Number (CIN):U24233DL2007FTC163675 E-mail:[email protected] Telephone Number: +81-80-8939-9338

AFFIDAVIT VERIFYING DECLARATION OF SOLVENCY

I, Eiji Fukunaga, S/o Makoto Fukunaga, age 54, R/o 213-15-6-3 Ogikubo Suginami-ku Tokyo Japan, do solemnly affirm and declare as follows: —

1.

That I am Director of M/s. Sekisui Chemical India Private Limited, Applicant Company, a Company registered under the Companies Act, 1956 and having its Registered Office at "310 A, Rectangle One, D-4 District Centre Saket New Delhi South Delhi DL 110017 IN", and I am duly authorized to make this affidavit on its behalf.

2.

That the company is not being liquidated to defraud any person and the statements made in the Declaration of Solvency and its Annexures are based on the information derived from the records of the Company and are made true to the best of our knowledge and belief.

3.

That I have made full enquiry into the affairs of the Company and having done so, have formed an opinion that the Company will be able to pay its debts, if any, in full from the assets of the Company.

Eiji Fukunaga Director DIN: 08154550 DEPONENT

VERIFICATION

I, Eiji Fukunaga, the above-named deponent, swear and solemnly affirm that the contents of this affidavit are true to my knowledge and belief, no part of it is false and nothing material has been concealed from it.

Eiji Fukunaga Director DIN: 08154550 DEPONENT

Place: Tokyo, Japan Date: 18th Day of February, 2022

VI. The Board of directors of the company has passed a resolution for appointing Mr. Arun Gupta (IP Reg. No. - IBBI/IPA-002/IP-N00051/2016-17/10095) as Liquidator of the Company. This was approved in the Extra Ordinary General Meeting held on 24.03.2022 (Liquidation Commencement Date) of the Company.

VII. The Certified True Copy of the audited financial statement for the two Financial Years ended 31^st March 2021 and 31^st March 2020 of the Company, along with the financial statements of the Company as on 24 March, 2022 have also been placed on record.

VIII. Thereafter, as per Section 59(4) of the Code, the e-form GNL-2 along with the challan was filed with ROC along with a Copy of the e-form MGT-14 along with challan and letter filing the resolution with IBBI and ROC dated 29^th March, 2022 and 07^th April, 2022.

IX. Further, as per Regulation 14, the Liquidator made public announcement in Form A of Schedule I of the Regulation along with publication in the newspaper i.e. Business Standard (English and Hindi) on 26^th, March 2022.

X. The Liquidator of the Company sent intimation regarding his appointment in the Company as Liquidator to Income Tax Officer on 31.03.2022 vide Letter dated 28.03.2022 and to GST Commissioner on 29.03.2022 vide Letter dated 28.03.2022.

XI. In compliance with Regulation 34 of the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulation, 2017 on 08^th April, 2022 the Liquidator opened a bank account with Axis Bank Limited with the name of "Sekisui Chemical India Pvt Ltd. In Voluntary Liquidation" bearing account number 922020017971419.

XII. In terms of Regulation 9 of the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulation, 2017, the Liquidator submitted its Preliminary Report of the Company on 05.05.2022.

XIII. The Company has received Claim Form from Assistant Commissioner, GST, Division Malviya Nagar demanding an amount of Rs. 51,89,236/- (Rupees Fifty-one lakh eighty-nine thousand two hundred thirty-six). The claim was rejected by Liquidator vide Letter dated 26.08.2022 in pursuance to the Order dated 12 August, 2022 in Commissioner of Goods and Service Tax, Delhi vs Sekisui Chemical India Pvt Ltd, Service Tax Appeal No. 51163 of 2018 decided by Customs, Excise and Service Tax Appellate Tribunal, New Delhi. Copy of Letter dated 26.08.2022 of Liquidator informing that the appeal of the GST Department was dismissed by the Customs, Excise & Service Tax Appellate Tribunal, New Delhi and the Order dates 12 August, 2022 of Appellate Authority has been attached in Annexure-XII of the petition.

XIV. The Company has received GST Secondment Investigation Notice dated 04.11.2022 from GST Department under Section 70 of the Central Goods and Services Tax Act, 2017 (CGST Act") dated and on 26.06.2023 received demand for GST Tax Liability with Interest. The Final Settlement letter from the GST Department was received on 03.08.2024.

XV. The Liquidator received a Notice on 04.11.2022, for GST Investigation in relation to Secondment of Employees and on 20.06. 2023 Liquidator has received Intimation of Tax ascertained as being payable under Section 73(5)/74(5) of CG ST Act, 2017 in form GST DRC-01A which was paid in two tranches. The Final Settlement Order by the GST department issued on 03 August, 2023 has been attached in the petition as ANNEXURE XVI.

XVI. Further, the only stakeholders of the Company are the shareholders, to the extent of the equity capital contribution made by them as members of the Company, which were verified by the Liquidator from the available records of the Corporate Debtor as well as the records available with MCA.

XVII. That the copy of the Final Report as per Regulation 38 of Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulation, 2017 has been sent to IBBI and to ROC through e-mail on 15 April, 2024.

XVIII. That as per Regulation 38 of the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017, a Compliance Certificate has been enclosed herewith and marked as ANNEXURE- XXII of the Petition.

XIX. Subsequent to the payment to the creditors and members of the Company, the Ld. Liquidator has closed the said Liquidation Account. The closure certificate has been reproduced as under –

AXIS BANK

Date - 02-04-2024

To,

Sekhni Chemical India Private Limited A -57 Sector 30, Gautam Buddha Nagar Nimla Uttar Pradesh India - 201301

Subject- Account Closure Confirmation

This is with reference to current account A/C Sekhni Chemical India Private Limited-In Voluntary liquidation hearing C/A no. 0220200170714/19 stands with Axis Bank Ltd, Nehru Place New Delhi, branch on 28- Mar -2023.

This letter has been issued on specific request of customer and bears no liability towards Axis Bank Ltd and its Authorized signatory

Thanks Axis Bank LTD Authorized Signature