AI Structured Summary
Not yet generated for this judgment
Judgment
O R D E R
Per: T. Krishnavalli, Member (Judicial)
The instant Company Petition is filed on 16.02.2023 by Syndbank Services Ltd. represented by Mr. Ganesh Panduranga Pai, Liquidator of Syndbank Services Ltd. (‘Applicant’), under Section 59 of the Insolvency and Bankruptcy Code, 2016, r/w the IBBI (Voluntary Liquidation Process) Regulations, 2017 by inter alia seeking a direction for dissolution of the Company, namely, Syndbank Services Ltd. with effect from the date of order by this Adjudicating Authority.
Syndbank Services Ltd. (hereinafter referred to as “Corporate Person/the Company”) is a public Company incorporated on 25.01.2006, bearing CIN:U72300KA2006PLC038305, having its registered office at 112, JC Road, First Floor, Canteen Block, Head Office, Canara Bank, Bengaluru-560002. Its Authorized Capital is Rs.10,00,00,000/- and paid up Equity Share Capital is Rs.25,00,000/-.
The following averments have been made in the Petition:
It is stated that the Company convened a meeting of Board of Directors wherein the Board of Directors approved the Declaration of Solvency as stipulated under Section 59(3) of the Code which was later duly signed and verified by affirmation. The Directors of the Company in compliance of Section 59(3) of the Code, r/w Regulation 3(4) of the IBBI (Voluntary Liquidation Process) Regulations, 2017 have given declarations. Further, the Directors have declared that they have made full inquiry into the affairs of the Company and have formed the opinion that the Company has enough resources to clear the unsettled liabilities and contingent liabilities as on 30th April, 2022; the Company is solvent and the Company is not being liquidated to defraud any person.
The Company held an Extra-Ordinary General Meeting on 22.06.2022 and passed a Special Resolution to voluntarily liquidate the Company and appoint Mr. Ganesh Panduranga Pai, Insolvency Professional, having registration number IBBI/IPA-001/IP-P01313/2018-2019/12054 to act as a Liquidator for the same.
It is also stated that the intimation regarding commencement of Voluntary Liquidation Process was given to IBBI for their information and perusal. The publication of Public announcement was also duly notified to the IBBI for publication on the website.
The audited Financial Statements of the Company for the year 2020-2021 and 2021-2022 (page no.148 of the Petition) along with the Auditor’s Report has been filed by the Petitioner.
The commencement of Liquidation and appointment of Liquidator was intimated to the ROC in form MGT-14 and GNL-2 on 20.07.2022 and 01.08.2022 (for submission of documents).
Public Announcement (Regulation 14 of the IBBI (Voluntary Liquidation Process) Regulations, 2017) - The Liquidator made a Public Announcement of commencement of Liquidation in Form A, in “The Financial Express”, English Newspaper and “Hosadigantha”, Kannada Newspaper on 24.06.2022 seeking submission of the claim by Stakeholders on or before 21.07.2022.
List of stakeholders (Regulation 30 of the IBBI (Voluntary Liquidation Process) Regulations, 2017) - The last date of submission of claims, if any was 21st July 2022. The Applicant had received a claim from the Canara Bank Bangalore Water Supply and Sewerage Board (BWSSB) Branch-II on 16th July, 2022. Based on the verification of books and claim received from the Canara Bank Bangalore Water Supply and Sewerage Board (BWSSB), for the Company, the Applicant made payment to the Creditor.
Preliminary Report, (Regulation 8 (1) of Chapter IV of the IBBI (Voluntary Liquidation Process) Regulations, 2017) - The Liquidator submitted the preliminary report to the Company on 05.08.2022.
Opening of Bank Account (Regulation 34 of the IBBI (Voluntary Liquidation Process) Regulations, 2017) - The Bank account was opened with Canara Bank and the said account was closed on 17.01.2023.
As per provisions of Section 178 of Income Tax Act, 1961 - The Liquidator has intimated the commencement of Liquidation and appointment of Liquidator to the Income Tax Authority on 28.06.2022. With regard to the NOC from Income Tax Dept., it is stated that there is no requirement of NOC from Income Tax Dept. and it is not applicable by virtue of IBBI circular dated 15th November 2021.
Final Report – (Regulations 38 of the IBBI (Voluntary Liquidation Process) Regulations, 2017) - The Liquidator had the accounts audited for the liquidation period and submitted his final report on 25.01.2023. In connection with the accounts of the liquidation, the CA Certificate showing receipts and payments account for the period from 08.07.2022 to 17.01.2023 is as follows:
| Particulars | Amount (Rs.) |
|---|---|
| Opening Bank Balance as at 08th July, 2022 | 10,00,000 |
| Balance Amount transferred from the account number 04001010011687 and 9921201005895 respectively | 5,16,023 |
| Transfer of Term Deposit amount from SyndBank Services Ltd. on redemption | 2,85,00,000 |
| Interest received from Term Deposit | 59,128 |
| Income Tax refund for the A.Y. 2022-23 and A.Y. 2019-20 | 9,09,421 |
| Interest on Income Tax Refund | 13,036 |
| Refund of rental advance from SK Pattnaik | 84,000 |
| Total | 3,10,81,608 |
| Payments | |
| Amount paid to Mr. Ganesh P. Pai towards liquidation fees | 4,59,000 |
| Amount paid to BWSSB towards Claims | 13,73,471 |
| Amount paid towards Professional Fees and Audit Fees | 1,22,358 |
| Amount paid towards TDS payment | 26,68,088 |
| Amount paid towards salary, staff welfare, monthly allowance and reimbursement of expenses | 16,84,295 |
| Amount paid towards DMAT account maintenance charges, printing & Stationary and Membership & Subscription | 36,471 |
| Amount paid towards Bank charges and Penal Interest on prematurity of Term Deposit | 73,837 |
| Amount paid towards repatriation to Shareholders | 2,46,64,088 |
| Total | 3,10,81,608 |
The final report of the Liquidating Company was submitted with the ROC and IBBI on 08.02.2023 and 25.01.2023.
Heard the learned Counsel for the Applicant. We have carefully perused the pleadings of the party and extant provisions of the Code, and the Regulations made thereunder.
According to the above discussion, the affairs of the Corporate Person have been completely wound up and its assets have been liquidated and nothing remains to be liquidated. Thus, the compliances of Section 59 and other relevant provisions of the IBC, 2016 r/w. Regulation 37(2) of IBBI (Voluntary Liquidation Process) Regulations, 2017, from the date of commencement of the liquidation proceedings is completed. Hence, we are of the considered opinion that the Corporate Person, through its Liquidator, has been voluntarily liquidated.
In view of the foregoing Syndbank Services Limited, Applicant Company is hereby dissolved with effect from the date of the present order. A copy of this order be filed with the ROC within the fourteen days.
The Petition C.P. (IB) No.41/BB/2023 is accordingly allowed in the above terms.