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Judgment
The instant Petition has been filed by Vinayak Services Private Limited (hereinafter referred to as the “Applicant Company”) through its Liquidator, under sub-section (7) of section 59 of the Insolvency and Bankruptcy Code, 2016 (hereinafter referred to as “Code”) read with the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 (for brevity, “IBBI(VLP), for inter-alia, seeking dissolution of the Applicant Company.
Brief averments of the case, as stated in the Petition, are as follows:
The Applicant Company was incorporated on 30 March 1995 under the provisions of the erstwhile Companies Act, 1956, bearing Corporate Identification Number (CIN): U74899HR1995PTC122401 and having its registered office at 173, Sector-56, Gurugram – 122011, Haryana, which falls within the territorial jurisdiction of this Hon’ble Tribunal, and accordingly, this Hon’ble Bench has the jurisdiction to entertain and adjudicate the present petition.
The authorised share capital of the Applicant Company was ₹3,00,00,000/- (Rupees Three Crores only), divided into 30,00,000 equity shares of ₹10/- each, while the issued, subscribed, and paid-up share capital stood at ₹2,29,82,500/- (Rupees Two Crores Twenty-Nine Lakhs Eighty-Two Thousand Five Hundred only), comprising 22,98,250 equity shares of ₹10/- each, as reflected in the audited financial statements. The Company was incorporated primarily with the object of rendering business, industrial, commercial, financial, management, and technical consultancy services, including advisory services relating to project planning, etc., as recorded in its constitutional documents and the Final Report of the Liquidator. In support of its contentions, they have filed copies of the Certificate of Incorporation, Memorandum of Association and Articles of Association of the Corporate Person. The Company has ceased all business operations and currently has no active business activities. Despite efforts to revive operations or explore alternative business opportunities, no favourable results have been achieved. As a result, maintaining the Corporate Person in a dormant state has led to the underutilization of resources, which no longer aligns with the strategic and financial objectives of the stakeholders. The decision to voluntarily liquidate the Corporate Person reflects the stakeholders' intent to reallocate resources and efforts towards more viable and strategically aligned opportunities, rather than continuing to sustain a non-operational entity.
Accordingly, the Directors of the Company executed a Declaration of Solvency on 12 May, 2025, by Mr. Aditya Kumar Mohta, Director (DIN: 02395522), and Mrs. Manju Maheshwari, Director (DIN: 00479123) duly verified by way of affidavits, affirming that the Corporate Person has not committed any default, has no outstanding debts or creditors, is capable of paying its liabilities, if any, in full from its assets, and is not being liquidated with any intent to defraud any person The Declaration of Solvency, together with the audited financial statements for the financial years 2023-24 and 2024-25, as well as the audited financial statements for the period from 1 April, 2025, to 4 June, 2025, which form the financial basis of the said declaration, are annexed with the Petition.
The Board of Directors of the Company, in its meeting held on 12 May 2025, considered the financial position and prospects of the Company and approved the proposal to voluntarily liquidate the Company and thus appointed Mr. Madhusudan Sharma, Insolvency Professional, as the Liquidator to conduct the voluntary liquidation process in accordance with the provisions of the Code and rules and regulations made thereunder. Accordingly, the Corporate Person filed the necessary statutory forms with the Registrar of Companies, including e-Form MGT-14 and Form GNL-2, evidencing the filing of the Board resolution and the Declaration of Solvency. Consequently, the Annual General Meeting of the Company was conducted on 05 June, 2025, wherein a Special Resolution was passed by approving the voluntary liquidation of the Company and also confirming the appointment of Mr Madhusudan Sharma, Insolvency Professional (IBBI Registration No. IBBI/IPA-003/IP-N00046/2017-18/10395), as the Liquidator.
Since the Company has no creditors as on 5th June, 2025, which is the Liquidation Commencement Date, it does not require any consent from non-existent Creditors. Further, having regard to the nature of the assets of the Corporate Person, which consisted primarily of bank balances and fixed deposits, and there being no operational or tangible business assets, no valuation exercise was required to be undertaken.
As per law, the Liquidator issued a public announcement in Form-A on 06 June, 2025, in the English daily “Financial Express” and the Hindi daily “Jansatta”, both having wide circulation in the region, where the registered office of the Corporate Person is situated. The Liquidator thereafter caused due intimation of the commencement of the voluntary liquidation process to all concerned Statutory Authorities and stakeholders, and also to the Company’s banker, ICICI Bank. However, no claims were received from any creditors, and only claims from the shareholders of the Corporate Person were received and admitted by the Liquidator. In the absence of any creditor claims, the Liquidator, in compliance with Regulation 30 of the IBBI (Voluntary Liquidation Process) Regulations, 2017, prepared the List of Stakeholders on 16 July, 2025, reflecting only the shareholders of the Corporate Person. The said List of Stakeholders has been placed on record as Annexure A-8 (Colly). Thereafter, the Liquidator proceeded to realise the assets of the Corporate Person, effect distribution in accordance with law, and complete all compliances mandated under the Insolvency and Bankruptcy Code, 2016 and the IBBI (Voluntary Liquidation Process) Regulations, 2017.
In terms of Regulation 9 of the IBBI (Voluntary Liquidation Process) Regulations, 2017, the Liquidator submitted a Preliminary Report to the stakeholders of the Corporate Person on 16 July, 2025. Subsequently, the Liquidator opened a Liquidation Bank Account in the name of the Corporate Person, followed by the words “in voluntary liquidation”, with ICICI Bank on 07 July, 2025. The Directors of the Company further affirmed that any income-tax or other statutory liability, if found to arise subsequent to the final distribution made by the Liquidator, shall be duly discharged by the Contributories. In this regard, the Contributories furnished an undertaking in terms of Regulation 36 of the Voluntary Liquidation Regulations. The Directors also submitted declarations and affidavits confirming, inter alia, that there were no pending legal proceedings, investigations, or statutory actions against the Corporate Person. Upon complete distribution and closure of all bank accounts, the Liquidator prepared the Receipts and Payments Account for the liquidation period, which was thereafter audited by an independent auditor, as required under the Regulations.
The Liquidator, thereafter, prepared a Final Report, encompassing all material details relating to the conduct of the voluntary liquidation proceedings, together with the Receipts and Payments Account for the period commencing from the Liquidation Commencement Date, i.e. 05 June, 2025, till 29 August, 2025. The said Final Report was submitted to the Registrar of Companies, NCT of Delhi & Haryana, in Form GNL-2 on 01 September, 2025, and was also forwarded to the Insolvency and Bankruptcy Board of India (IBBI) through electronic mail on the same date. A copy of the Compliance Certificate in Form H, issued in accordance with Regulation 38(3) of the IBBI (Voluntary Liquidation Process) Regulations, 2017, is also annexed to this Petition as Annexure A-20. The Certificate sets out the particulars of distribution made to the stakeholders, duly carried out in accordance with the waterfall mechanism prescribed under Sections 52 and 53 of the Code. (ix) Therefore, it is contended and urged that this Tribunal be pleased to grant the Petition as prayed for, in the interest of justice.
Heard Sh. Aman Kumar Gupta, the learned Counsel for the Applicant and perused all the pleadings placed on record and the extant provisions of the Code, and the rules and regulations made thereunder.
The Ld. Counsel for the Applicant has once again reiterated various averments made in the Application as briefly stated supra, and thus urged this Tribunal to allow the Application, which was filed after duly following all extant provisions of the Code and the rules and regulations made thereunder, as prayed for.
As detailed supra, the Liquidator has duly followed all the procedures prescribed under various provisions of Section 59 of the Code. Nothing remains to be adjudicated, and the Company was duly liquidated. There is no other reason(s) to differ from the prayer of the Applicant. Hence, the Petition deserves to be allowed as prayed for.
In the result, in exercise of powers conferred, under sub-section (7) of section 59 of the Code, this Adjudicating Authority orders and directs that the corporate person, i.e. VINAYAK SERVICES PRIVATE LIMITED, shall stand dissolved from the date of this Order.
The Registry is directed to furnish a copy of this order to the Liquidator and the Registrar of Companies (ROC), with whom the Company is registered, within fourteen days of receipt of this Order. The ROC shall act as necessary upon receipt of a copy of this Order.
Accordingly, CP (IB) 245/2025 stands allowed and disposed of.