UPL Trading Company Private Limited

Per: Shri Deep Chandra Joshi, Judicial Member

This Application is filed by M/s UPL Trading Company Private Limited (‘Company’/ ‘Corporate Debtor’) through the Liquidator, namely Mr. Ranjeet Verma, seeking dissolution of the Corporate Person through voluntary liquidation under Section 59 of the Insolvency and Bankruptcy Code, 2016 (‘Code’) read with Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 (‘IBBI Regulations’).

The aforesaid Company is a private limited company originally incorporated on 20.02.1995 under the provisions of Companies Act, 1956 bearing Corporate Identification Number U51101RJ1995PTC009542. Thereafter, on 26.11.2002, a fresh certificate of incorporation was issued consequent on change of name; the registered office of the Applicant is at 2^nd Floor, B – Wing Abhay Chambers, Jalori Gate, Jodhpur Chambers, Jodhpur – 342005 (Rajasthan). The authorized share capital of the Company is Rs. 70,00,000/-(Rupees Seventy Lakhs Only) divided into 7,00,000 equity shares of Rs. 10/-each and paid-up share capital of the Company is Rs. 54,65,700/- (Rupees Fifty-Four Lakh Sixty-Five Thousand Seven Hundred Only) divided into 5,46,570 equity shares of Rs. 10/- each.

The main objects of the company include to carry on the business of dealers, traders, stockists, agents, packers, repackers, refiners and agents of all type of agricultural products including tea, coffee, grain, rice, grams, cereals and general merchandise, consumer and industrial products.

In view of nonappearance of the Applicant the Adjudicating Authority vide Order dated 26.08.2019 had dismissed the application. In consequence, the Liquidator had filed an IA No. 346/JPR/2019 on 21.11.2019 to recall the said Order dated 26.08.2019 and to restore the Company Application to its original number, CP No. 193/59/JPR/2019. Accordingly, IA No.346/JPR/2019 was allowed vide Order dated 21.11.2019.

As per the Master Data, the Company has three directors namely, Mrs. Sarita Lodha, Ms. Shrikrati Lodha and Ms. Shruti Lodha. It is submitted that the Company is not intending to do any business or commercial activity for which it was established and the Company is financially sound to pay off its debts. Thus, the Board of Directors (‘BOD’) of the Company in their meeting on 30.05.2018 had resolved to voluntarily liquidate the Company. Further, the BOD of the Company in their meeting held on 30.05.2018 resolved to appoint a Liquidator, subject to approval from shareholders by special resolution. Copy of the Board Resolution dated 30.05.2018 is annexed as Annexure – V of the Application.

In consequence of the aforementioned resolution, the directors of the Company had filed an affidavit dated 11.06.2018 in support of declaration of solvency stating that they have made full enquiry into the affairs of the Company and they have formed an opinion that the company has no debts and the Company is not being liquidated to defraud any person. The Directors have appended, to the aforesaid affidavit, audited financial statements of the Company of previous two financial years, viz. year ending 31.03.2017 and 31.03.2018. Copy of declaration along with Auditor’s report and directors’ report are annexed as Annexure – II & III, respectively of the Application. It is stated that the Company had no fixed assets and inventory, therefore there was no requirement to get valuation of assets of the Corporate Debtor by registered valuers.

The Extra-Ordinary General Meeting (‘EGM’) of shareholders of the Company was held on 30.06.2018 and a special resolution was passed, in pursuance to the provisions of Section 59(3)(c) of the Code, wherein the members unanimously voted to liquidate the Company voluntarily and Mr. Ranjeet Kumar Verma an Insolvency Professional (IBBI/IPA-002/IP-N00301/2017-18/10859) was appointed as the Liquidator of the Company. The copy of special resolution and minutes of EGM are annexed as Annexure – VIII of the Application.

In compliance of Regulation 3(2) of the IBBI Regulations, it is submitted that the Liquidator within the prescribed period had notified the Registrar of Companies, Jaipur (‘ROC’) and the Insolvency and Bankruptcy Board of India (‘IBBI’), New Delhi on 05.07.2018 about the passing of a Special Resolution under Sub-section (3) of Section 59 of the IBC to liquidate the Company. Copy of Form MGT-14 to ROC and e-mail to IBBI, New Delhi is annexed as Annexure – IX to the Application.

As per the requirement of Regulation 14 of the IBBI Regulations, the Liquidator published notification in two newspapers namely, ‘The Indian Express’ in English and ‘Jangan Dainik’ in Hindi – Jaipur Edition on 04.07.2018 intimating commencement of liquidation proceedings to the public at large and inviting claims from various stakeholders on or before 29.07.2018. Copies of newspaper advertisements are attached as Annexure – X (Colly). It is submitted by the Applicant that the aforesaid public announcement was submitted to Insolvency and Bankruptcy Board of India (IBBI) on 03.07.2018.

It is submitted that the Liquidator had not received any claims from the operational creditors, financial creditors, workmen, employees and other stakeholders under the advertisement published in the newspaper.

In terms of Regulation 9 of IBBI Regulations, the Liquidator submitted a preliminary report dated 10.08.2018 stating that the Company has no assets available, except cash, bank balance and other financial assets and liabilities in the form of tax liability and other current liabilities as on date of commencement of liquidation i.e., 30.06.2020. Further, the company is not doing any business and its books of accounts reflect that the company does not have any fixed assets and long-term liabilities in the form of long-term loan and borrowings.

As per Regulation 34 of IBBI Regulations, the Liquidator has duly opened a Current Account in the name and style of ‘UPL Trading Company Private Limited’ in IDFC FIRST (Barakhamba Road, New Delhi), and in proof thereof he has enclosed the statement of Account from 01.02.2019 to 28.02.2019. It is submitted that the said account is dormant. The Liquidator and Bank is directed to the enclosed statement of account before the Registry that the said Account had been closed within two weeks from this Order.

Subsequently, the Liquidator intimated all the concerned authorities including the Income Tax Department, State Bank of India (Banker of Company), ROC and Regional Director regarding commencement of Voluntary Liquidation proceedings against the Company. When the matter was heard on 22.08.2022, it was submitted by the Liquidator that he has complied with the necessary intimation and duly send relevant documentation to all concerned authorities.

The ROC vide Dairy No. 465/2020 dated 04.03.2020 stated that they have no objection against the voluntary winding up of the Company. However, the Company has not filed the relevant e-form GNL 2 with the ROC in online mode on the Ministry of Corporate Affairs (‘MCA’) portal. It is submitted that the Applicant has comply with the aforesaid observation already.

The Liquidator also approached the Income Tax Office, Jodhpur on 10.08.2022 with a request to issue a No Objection Certificate (‘NOC’) along with final report. The Income Tax Department was duly served. However, no reply has been filed on behalf of the Income Tax Department. It is presumed that the Department has no observations/remarks in the present matter. Thus, the concerned Income Tax Department has no objection to the dissolution of the Company M/s UPL Trading Company Private Limited. In the interest of justice, it is instructed that the interest of the Income Tax Department is protected to the extent that if any demand arises, the concern shareholders of the Company along with its directors are liable to comply with the demand as and when it arises.

The Liquidator had the accounts audited for the liquidation period and submitted his final report dated 18.02.2019 (Annexure - XVI of the Application) as per Regulation 38 of the Voluntary Liquidation Process Regulations, 2017.

The said final report was also sent to ROC by filing e-form GNL-2 dated 12.08.2022. The report was sent to IBBI via letter dated 18.02.2019. The copy of the final report of the Liquidator is annexed to the application, detailing how the liquidation process has been conducted. It is stated in the report that the current assets in the form of cash and bank balances, and short-term loans and advances were recovered. It is further stated that after completing various proceedings relating to voluntary liquidation of the Company, including distribution to shareholders. Thus, the liquidation proceedings headed for conclusion.

The Liquidator in his Final Report has submitted audited accounts of the Liquidation showing receipts and payment pertaining to liquidation. Further, the Company has only two shareholders. The same is reproduce below for ease of reference:

The Liquidator has stated that he has maintained registers and books of accounts of the Company as per Regulation 10 of the IBBI Regulations. It is further stated that as per Regulation 41 of IBBI Regulations he shall preserve a physical as well as electronic copy of the reports, registers, and books of accounts for at least eight years after the dissolution of the Company, either with himself or with an information utility.

On examining the submissions made by the counsel appearing for the Company and the documents annexed to the application, it transpires that the affairs of the company have been completely wound up, and its assets have been completely liquidated. The Liquidator has also made necessary application to this Adjudicating Authority for dissolution.

It is seen that necessary compliances of Section 59 and other relevant provisions of the Insolvency and Bankruptcy Code, 2016 read with the regulations have been made within 12 months from the date of commencement of the liquidation proceedings.

In view of the foregoing and the necessary compliances which have been made by the Corporate Person and the Liquidator, this Adjudicating Authority in exercise of the powers conferred under sub-section (8) of Section 59 of the Insolvency and Bankruptcy Code, 2016 hereby allows CP No. (IB) 193/59/JPR/2021 with the following directions:

Copy of the order be served to the Applicant.

Accordingly, CP No. (IB) 193/59/JPR/2021 stands disposed of.