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Judgment
This is a Company Petition filed by the Liquidator in relation to the voluntary liquidation of Bon Source Technology (India) Private Limited with CIN: U74210TN2006PTC059055, under Section 59(7) of the Insolvency and Bankruptcy Code, 2016 (hereinafter referred to as “IBC, 2016”), seeking dissolution of the Company.
It is stated that the Applicant Company was incorporated on 01.03.2006 under the provisions of the Companies Act, 1956. The main object of the Company is to carry on the business pertaining to or connected with and involving information technology as it relates to developing, servicing and selling engineering services such as conversion of paper drawings into CAD or other appropriate electronic mediums, electronic rendering of patent drawings; design of equipment to enhance factory automation; design and layouts of manufacturing facilities and related processes; management consulting on engineering matters in various industries using engineering application software; design and maintenance of quality control programs in manufacturing environments etc. The details of the main objects are set out in the Memorandum of Association which is filed along with the typed set.
It is stated that the Company has no debt or that it will be able to pay its debts in full from the proceeds of assets to be sold in the Voluntary liquidation. Hence, a Board meeting was held on 06.10.2021 to consider winding up and voluntary liquidation of the Company as per the provisions contained under Section 59 of the Insolvency and Bankruptcy Code, 2016, wherein a Resolution was passed to conduct the Extraordinary General Body Meeting on 25.10.2021.
In the Extraordinary General Meeting of the Shareholders of the Company which took place on 25.10.2021 it was unanimously resolved to appoint the Applicant herein to act as a liquidator for conducting voluntary liquidation process in relation to the Company under Section 59 of IBC, 2016.
It is stated that the Applicant has conducted the Voluntary Liquidation process in respect of the Company in Liquidator in accordance with the IBBI (Voluntary Liquidation Process) Regulations, 2017. The details of the relevant compliances as mandated under Section 59 of the IBC, 2016 read with the IBBI (Voluntary Liquidation Process) Regulations, 2017 are listed hereunder:-
| S. No | COMPLIANCE | AVERMENTS | PAGE NO. IN THE APPLICATION |
|---|---|---|---|
| 1 | Sec. 59 (3) | Board Meeting approving voluntary liquidation and notice for Extraordinary general meeting dated 25.10.2021 | Annexure 3 |
| 2 | Sec. 59 (3) | Audited Financial statements for the years 2017-2018, 2018-2019 & 2019-2020 and Provisional Financial Statement as on 31.03.2021 | Annexure 4 at Page Nos. 46-117 |
| 3 | Sec 59 (3) (c) And Reg 3 (1) (c) | EGM dated 25.10.2021 approving the voluntary liquidation | Annexure 5 at Page Nos. 118 -124 |
| 4 | Section 59 (4) and Reg 3 (2) | Declaration of solvency filed with ROC in Form GNL-2 dated 29.10.2021 . | Annexure 8 at Page Nos. 129-132 |
| 5 | Section 59 (4) and Reg 3 | Special Resolution for voluntary liquidation passed by shareholders in EGM vide Form MGT-14 . | 121-124 |
| 6 | Regulation 14 | Form A Public Announcement in Business Standard (English) and Tamil Murasu (Tamil) dated 27.10.2021 and IBBI website dated 27.10.2021. | Annexure 7 at Page Nos.126-128 |
| 7 | Section 178 of IT Act, 1961 | Intimation to the IT Department and request for NOC | Annexure 13 at Page Nos.154-160 |
| 8 | Reg 9 | Date of filing of preliminary report | Filed as an Additional Typeset vide S.R.NO.3558 |
| 9 | Reg 34 | Closure of Liquidation Bank Account of ICICI Bank dated 12.10.2022 | Annexure 13 at Page No.153 |
| 10 | Reg 38 | Filing Final report dated | Filed as an Additional Typeset vide S.R.NO.3558 |
| 11 | Reg 38 | Final report in GNL-2 filed with the ROC dated 14.10.2022 | Page Nos.173 -174 |
| 12 | Reg 38 | Submission of Final Report to IBBI dated 14.10.2022 | Page Nos.175 -176 |
| 13 | Reg 38 | Form-H – Compliance certificate dated 14.10.2022 | Page Nos.166 -172 |
It is stated that after making various payments including liquidation costs as per the provisions of Section 53(1) of IBC, 2016, the Liquidator has distributed the funds among the shareholders and the details of receipts and payments as per the synopsis under SR No 1939 dated 04.05.2023 are as under:
17. DISTRIBUTION:
| Sl. No. | Stakeholders* under section 52 and 53 (1) | Amount Claimed | Amount Admitted | Amount Distributed | Amount Distributed to the Amount Claimed (%) | Remarks |
|---|---|---|---|---|---|---|
| (1) | (2) | (3) | (4) | (5) | (6) | (7) |
| 1 | Realization of Security Interest | NIL | ||||
| 2 | Liquidation Cost [Sec. 53(1)(a)] | NIL | Rs.1,50,000/- | 100% | ||
| 3 | Workmen's Dues [Sec. 53(1)(b)(i)] | NIL | ||||
| 4 | Debts of Secured Creditors [Sec. 53(1)(b)(ii)] | NIL | ||||
| 5 | Wages and Unpaid Dues to Employees[Sec. 53(1)(c)] | NIL | ||||
| 6 | Debts of Unsecured Financial Creditors [Sec. 53(1)(d)] | NIL | ||||
| 7 | Government Dues + Amount Unpaid following Enforcement of Security Interest [Sec.53(1)(e)] | Rs 94 | Rs 94 | Rs 94 | 100% | The amount paid vide DD No. 506679 dated 02.02.2022 |
| 8 | Any remaining Debts and Dues [Sec. 53(1)(f)] | Rs.88,941/- | Rs.88,941/- | Rs.88,941/- | 100% | All amount paid and the bank account is closed. |
| 9 | Preference Shareholders [Sec. 53(1)(g)] | NIL | ||||
| 10 | Equity Shareholders [Sec.53(1)(h)] | NIL | NIL | 10,00,000/- | - | |
| Total | 89,035/- | 89,035/- | 12,39,035/- | 100% | ||
On examining the submissions made and after perusing the documents annexed to the Application, we find that the affairs of the Company have been completely wound up and the assets of the Applicant Company have been completely liquidated and as such the Applicant Company deserves to be dissolved. Accordingly, in exercise of the powers conferred under Section 59(8) of IBC, 2016, we hereby order the dissolution of Bon Source Technology (India) Private Limited. The Applicant Company shall stand dissolved from the date of this order. Accordingly, the Company Petition stands allowed.
The Registry and the Liquidator are directed to serve a copy of this order upon the Registrar of Companies, concerned, and also to IBBI, within 14 days from the date of this Order.