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Judgment
ORDER
The case is fixed for pronouncement of order. The order is pronounced in the open court, vide separate sheet.
The instant Application has been filed by Yogeshwar Enterprise Private Limited („Company‟) through liquidator, namely, Mr. Manish S. Buchasia for dissolution of the Corporate Person through voluntary liquidation under Section 59 of the Insolvency and Bankruptcy Code, 2016 („Code‟) read with regulation 38(3) of the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 („IBBI Regulations‟).
The Company was incorporated as a Private Limited Company under the provisions of the Companies Act, 1956, on 18.10.2010, bearing CIN U45200GJ2010PTC062656 having Registered Office at Survey no. 558 National Highway, Nithi Rohar Tal Gandhidham – 370201,Gujarat, India. The Authorized share capital of the Company is Rs. 41,00,000/- (Rupees forty one lakh Only) and paid up share capital of the Company is Rs. 41,00,000/- (Rupees forty one lakh only).
The main objects of the Company were doing business and real estate activities and construction. It is submitted that the Board of Directors of the Company were of the opinion to close down the business of the company by way of voluntarily liquidation, because of non-availability of business prospects and lack of long-term financial resources for the company. It was not financially viable to carry on the business activity of the company. Thus, the Directors (BOD) in their board meeting held on 28.10.2021 resolved to voluntarily liquidate the Company. Copy of the Board Resolution is annexed with the Application.
All the directors have declared on Affidavit dated 27.10.2021 that they have made full enquiry into the affairs of the Company and formed an opinion that the Company will be able to pay its debt in full within 12 months from the commencement of winding up, and further affirmed that by way of voluntary liquidation, the company is not being liquidated to defraud any person. Audited financial statements and records of business operations of the Company of previous two financial years, viz. year ending 31.03.2020 and 31.03.2021 are also annexed.
The members of the Company in Extra-Ordinary General meeting held on 10.11.2021, as per provision of the Companies Act, 2013, had passed a Special Resolution to liquidate the Company voluntarily and appointed Mr. Manish S. Buchasia, Insolvency Professional, with registration No. IBBI/IPA-002/IP-N00487/2017-18/11449 to act as Liquidator. Copy of the said Special Resolution is annexed to the Application.
The Liquidator had notified the Registrar of Companies, Ahmedabad (ROC) about the passing of a Special Resolution under sub-section (4) of Section 59 of the IBC to liquidate the Corporate Person and appointment of Liquidator in Form MGT and Form GNL 2. Copies of Form MGT-14 and GNL-2 to the ROC are annexed with the Application.
The Liquidator made a public announcement of commencement of liquidation in Form A of Schedule I as per Regulation 14 of Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 in English, “Business Standard” and Gujarati, “Kutch Day” dated 13.11.2021 i.e within the period of 5 days of his appointment on 10/11/2021 to call upon the stakeholders to submit their claims within 30 days from the date of commencement of liquidation i.e. 10/11/2021 and the copy of public announcement was send to IBBI with request to place it on its website and same was published on website of IBBI.
The Liquidator has also submitted the IBBI Circular No. IBBI/LIQ/45/2021 dated 15.11.2021 stating that the point 5 of that circular hereby clarified that
“as per the provisions of the Code and the Regulations read with Section 178 of the Income-tax Act, 1961, an Insolvency Professional handling voluntary liquidation process is not required to seek any NOC/NDC from the Income-Tax Department as part of compliance in the said process.” Copy of the Circular also annexed with the Application.
However, the liquidator had served notice of appointment by e-mail and speed post to the Income Tax Department informing them about the voluntary liquidation of the Company and that he has made compliance with the Regulation 14 of the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017. However, no response was received nor any request for extension was made by the Income Tax Department.
The liquidator submitted that they have received no claims as there are no other stakeholders than equity shareholders. List of shareholders along with shareholding is annexed with the application.
The liquidator had submitted Preliminary Report dated 24.12.2021, to the shareholders of the Corporate Person within a prescribed time limit of 45 days from the liquidation commencement date i.e. 10.11.2021
The liquidator submitted the copy of final report dated 25.03.2022, detailing the liquidation process being conducted. Company has paid Income Tax and TDS on fees for professional services during the liquidation period and Excess recovery of assets of Rs. 3,00, 224/- due to interest income received during the liquidation period. It is seen from the record that pursuant to Regulation 38 of Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017, the said final report of the Liquidator has been submitted to the Registrar of Companies in Form GNL-2 vide SRN: T90734955 and also to IBBI vide e-mail letter dated 26.03.2022. Copy of the said final report is annexed to the application. It is further stated that there are no such asset which is required to be valued. Only current assets are there in the form of Cash & Bank Balances, Receivables and loan and advances. A table below here reflects the assets and liabilities:
Sr. No. | Assets | Book Value (Rs.) | Estimated to Realize (Rs.) |
|---|---|---|---|
| 1 | Balance at Bank (GMCB BANK A/c No. 10012001009065) | 4,94,389.23 | 4,94,389.23 |
| 2 | Cash in hand | 765 | 765 |
| 3 | Investments | 0 | 0 |
| 4 | Unsecured Loans | 0 | 0 |
| 5 | Trade Receivables | 1,18,800.00 | 1,18,800.00 |
| 6 | Loan & Advances | 1,31,66,820.00 | 1,31,66,820.00 |
| 7 | Other Current Assets | 0 | 0 |
| Total | 1,37,80,774.23 | 1,37,80,774.23 |
| Sr. No. | Liabilities | Estimated To Rank For Payment (To The Nearest Rupee) |
|---|---|---|
| 1 | Trade Payables | 15,000 |
| 2 | Total | 15,000 |
Total estimated value of assets: Rs 1,37,80,774/-Total debt to be paid: Rs 15,000/-Estimated surplus after paying debts in full: Rs 1,37,65,774/-
As per Balance Sheet dated 31.03.2021, the company is having total Share Capital of Rs 41,00,000/- and Reserve and Surplus of Rs 52,88,729/-.
No litigation is pending against the corporate person. In short, the affairs of the Company have been completely wound up and all the assets have been completely liquidated.
As per Regulation 34 of IBBI Regulations, the Liquidator opened a bank account in the name of „Liq Account Of Yogeshwar Enterprise Private Limited‟ with ICICI BANK bearing no. 058605004405 situated at Ahmedabad on 13.01.2022 for realization of all moneys and for payment to the members. The Corporate Person did not receive any claims as there are no other stakeholders than equity shareholders. Incompliance with the provisions of Regulation 35 of the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 and section 53 the Insolvency and Bankruptcy Code, 2016 the appointed Liquidator distributed the proceeds from the realization of assets involved in the process of Voluntary Liquidation to the stakeholders which were transferred from the above mentioned Liquidation account. Subsequent to making payment to the members of the Company, the liquidator has closed the Bank Account. Copy of the bank statement showing distribution to shareholders is annexed with the application. The said a/c has been closed.
Heard submissions and perused the documents annexed to the Application. It is seen that assets have been completely liquidated. The affairs of the company have been wound up. This application is complete u/s 59(7) of the Code.
Necessary compliances as per provisions of the Code have been made by the Corporate Person and the Liquidator. In exercise of the powers conferred under sub-section (8) of Section 59 of the Insolvency and Bankruptcy Code, 2016 Application is allowed with the following directions:
Yogeshwar Enterprise Private Limited having CIN U45200GJ2010PTC062656, stands dissolved from the date of this Order.
The Liquidator is directed to file this order with the concerned Registrar of Companies, Income Tax Department and IBBI within 14 days from the date of receipt of an authentic copy this order, for information and necessary action.
The Liquidator is also directed to file this order with all other Statutory Authorities connected with the affairs of the Company.
The Liquidator shall preserve a physical or an electronic copy of the reports, registers and books of account referred to in Regulations 8 and 10 of IBBI Regulations for at least eight years after the dissolution of the Corporate Person, either with himself or with an information utility.
Copy of the order be served to the respective parties.
Application is allowed and stands disposed of.