In the matter of Centerpiece Business Solutions Private Limited

For the Applicant: Mr. Lokesh Dhyani, Ms. Ashima Jain, Mr. Sourabh Gupta, and Mr. Hardev Singh, Advs.

For the ROC : Ms. Shankari Mishra & Ms. Gagan Kohli, Ads.

IB-172/PB/2026

ORDER

1. This is an application filed under Section 59 of the Insolvency and Bankruptcy Code, 2016 (IBC/Code) by Mr. Hardev Singh, Liquidator of M/s Centerpiece Business Solutions Private Limited (CIN: U74999DL2021FTC379653) (Applicant/Applicant Company/Corporate Person/Company), seeking the following prayers:

“a) Pass an order for dissolution of the Company i.e., Centerpiece Business Solutions Private Limited (Under Voluntary Liquidation) having CIN: U74999DL2021FTC379653; and/or b) Pass such other order(s) as this Hon’ble Tribunal may deem fit and proper in the facts and circumstances of the present case.”

Brief facts of the case as stated in the application:

2. The Applicant was incorporated on 06.04.2021 under the Companies Act, as a private limited company. The Company's registered office is situated at E-19, Ground Floor, Lajpat Nagar-III, Lajpat Nagar, New Delhi - 110024. Accordingly, this Bench has jurisdiction to deal with the present petition.

3. The Company was incorporated to undertake the business of providing end-to-end business process outsourcing and IT-enabled services, including data, voice and video processing, call centre operations, technical support, software development, consultancy, analytics, ERP, payroll and other back-office solutions across industries globally. The main objects of the Company as set out in Clause III of its Memorandum of Association are as under:

1. To carry on the business of providing business solutions and outsourcing services for all processes, sub-processes, transactions, activities and all other work performed by business in various industries within India and across the globe. IB-172/PB/2026

2. To carry on the business of those processes or sub-processes that are enabled by information technology.

3. To carry on the business of data, voice or video collection and processing; call centre services, including inbound and outbound calling services of all kinds; technical support; managed data centre; managed technical centre; training centre; web support; back office; business or financial analysis; research work and analysis; accounting; payroll; inventory management; customer relationship management; enterprise resource planning; and to develop software, provide consultancy, software solutions and services that are normally offered by the outsourcing business and information technology services provider, the software development houses, application services providers and recruitment services.

4. The Capital Structure of the Company is as follows:

Particulars Amount (in Rupees)

Authorised Share Capital

10,000 equity Shares of Rs. 10/- each 1,00,000/-

Issued / Subscribed / Paid-up Capital

10,000 equity Shares of Rs. 10/- each 1,00,000/-

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5. The Board of Directors of the Corporate Person comprise of the following:

A. Mr. Sushant Kumar Panigrahi, DIN: 09473897

B. Mr. Rohit Shrivastava, DIN: 07855463

C. Mr. Gauri Shankar Malpani, DIN: 10951582

6. The Shareholders of the Corporate Person comprise of the following:

S. NAME OF SHAREHOLDERS NO. OF PERCENTAGE No. EQUITY HOLDING SHARES HELD

1. Tehrab for Customer 7,600 76% Experience Limited

2. Romooz Altaweer for I.T. and 2,400 24% Business Solution Company

Total 10,000 100%

7. The Board of Directors (BoD) of the Company, at its meeting held on 15.10.2025, decided to wind up the Company’s affairs by voluntary liquidation, as per Section 59 of the Code read with Regulation 3 of the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 (Voluntary Liquidation Process Regulations), on the ground that, due to the non-availability of further business prospects, it is not financially viable to carry on the business activities.

IB-172/PB/2026

8. It is submitted that the directors on the Board of the Corporate Person have given the Declaration of Solvency as per Section 59(3) of the Code, wherein they have declared that they have made a full inquiry into the affairs of the Company and have formed the opinion that the Company will be able to pay its debts in full, that the Company is not being liquidated to defraud any person, that the Company has made sufficient provision to meet obligations arising on account of pending matters and for preservation of its records after dissolution, and that there are no pending proceedings or assessments before statutory authorities or pending litigations in respect of the Company. The Declaration of Solvency, executed by Mr. Gauri Shankar Malpani and Mr. Rohit Shrivastava, i.e., two of the three directors and hence a majority of the Board, dated 15.10.2025, is present at Annexure F of the petition. The Company filed the Declaration of Solvency with the Registrar of Companies, NCT of Delhi & Haryana in e-form GNL-2 which is present in Annexure G of the petition.

9. The Declaration of Solvency is accompanied by the audited financial statements for the financial year ended 31.03.2025 (Annexure A of the petition). As the Company has no assets other than cash and cash equivalents, no valuation report under Section 59(3)(b)(ii) of the Code was obtained.

10. Further, as proposed by the BoD, the Members/shareholders of the Company, at the Extraordinary General Meeting (EGM) held on 15.10.2025, passed a special resolution to voluntarily liquidate the Corporate Person under Section 59 of the Code and to appoint Mr. Hardev Singh, Insolvency Professional, having IP Reg. No. IBBI/IPA- 002/IP-N00177/2017-18/10449, as the liquidator of the Corporate Person, with remuneration of Rs. 1,00,000/- (Rupees One Lakh Only), exclusive of GST and actual out-of-pocket expenses. The Special Resolution appointing the Liquidator is extracted below:

IB-172/PB/2026

12. It has been submitted that the Corporate Person did not have any creditors, whether secured or unsecured, as on the date of commencement of liquidation, and therefore approval of creditors under the proviso to Section 59(3)(c) of the Code was not required.

13. The Liquidator intimated his appointment and the commencement of liquidation to the Insolvency and Bankruptcy Board of India (IBBI), the ICSI Institute of Insolvency Professionals, the Income Tax authority and the GST Departments at Delhi and Noida vide letters dated 16.10.2025 (Annexure J). The Company, in terms of the resolution dated 15.10.2025, also intimated the Income Tax authority, IBBI and the GST Departments at Delhi and Noida on 24.10.2025 through speed post (Annexure M).

14. The Liquidator made a public announcement dated 19.10.2025 for the commencement of liquidation in Form A of Schedule I as per Regulation 14 of the Voluntary Liquidation Process Regulations in ‘Financial Express’ (English) and ‘Jansatta’ (Hindi) newspapers on 19.10.2025, inviting submission of claims due from the Company by various stakeholders within 30 days from the date of commencement of liquidation (15.10.2025) i.e., till 14.11.2025. The public announcement IB-172/PB/2026 was also submitted to IBBI for publication on its website (Annexure L). The public announcement is extracted below:

IB-172/PB/2026

15. The intimation of commencement of voluntary liquidation and appointment of Liquidator was submitted to the Registrar of Companies, NCT of Delhi & Haryana in Form MGT-14 (Annexure N). It is submitted that, owing to a technical error on the Ministry of Corporate Affairs portal, the e-form could not be filed within the prescribed timeline, and the master data of the Company on the MCA website was thereafter changed from “Active” to “Under Liquidation”. The Status Report of the RoC records that the said MGT-14 was taken on record and that, as per the MCA master data, the Company Status is “Under Liquidation”.

16. A letter dated 13.11.2025 was received from the Employees Provident Fund department calling upon the Company to pay dues, and an inspection notice was received from the Employees State Insurance Corporation; the Company/Liquidator submitted its replies with the requisite documents and paid the amounts determined.

17. The Liquidator filed a Preliminary Report on 29.11.2025 as per Regulation 9 of the Voluntary Liquidation Process Regulations. As per the said report, the assets of the Company as on the liquidation commencement date comprised cash and cash equivalents of Rs. 14,99,598/-, against which provisions for expenses (Rs. 13,24,280/-) and short-term provision for income tax (Rs. 1,00,000/-) totalling Rs. 14,24,280/- had been made. The same is extracted below:

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18. The list of stakeholders was prepared by the Liquidator on 29.11.2025 under Regulation 30 of the Voluntary Liquidation Process Regulations. No claim was received by the last date, i.e., 14.11.2025.

19. In compliance with Regulation 34 of the Voluntary Liquidation Process Regulations, the Liquidator opened a separate current Bank Account on 10.12.2025 with Standard Chartered Bank, Preet Vihar Branch, New Delhi - 110092 (IFSC: SCBL0036023), bearing A/c No. 53205081570, in the name of “Centerpiece Business Solutions Private Limited in Voluntary Liquidation”. The Company’s earlier current account with ICICI Bank Limited (A/c No. 664205600789) was closed. After the payments made, no funds remained in the liquidation account; the Liquidator applied for closure on 12.03.2026 and the Bank confirmed the closure of the account on 18.03.2026 (Annexure V). The letter of the Bank is extracted below:

IB-172/PB/2026

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20. The Liquidator submits that the liquidation could not be completed within 90 days from the Liquidation Commencement Date owing to the inspection/demand letters received from the Employees Provident Fund department and the Employees State Insurance Corporation, which required verification, reconciliation and settlement of dues. The Liquidator accordingly prepared a Status Report dated 23.01.2026 under Regulation 37 of the Voluntary Liquidation Process Regulations, placed it before the contributories at their meeting held on 27.01.2026, and submitted it to IBBI on 02.02.2026 (Annexures Q, R and S).

21. A demand of Rs. 8,859/- was received from the Employees State Insurance Corporation vide notice dated 04.02.2026 (Annexure T) and was paid. Further, a claim of Rs. 4,87,380/- (Rs. 4,17,000/- plus GST of Rs. 70,380/-) for professional fees was received from a stakeholder, M/s Grewal & Singh, Chartered Accountants, along with supporting documents (Annexure U), for which the Company had already made provision in its books. The Liquidator, in consultation with the contributories, admitted and paid the said claims. Thus, out of the realisation of Rs. 14,99,598/-, Rs. 10,42,459/- was applied towards liquidation costs and Rs. 4,57,139/- (Rs. 8,859/- towards Government dues and Rs. 4,48,280/- towards remaining debts and dues) towards claims, and the distribution was made on 12.03.2026 in terms of Regulation 35.

22. Final report dated 23.03.2026 as per Regulation 38 of the Voluntary Liquidation Process Regulations has been submitted by the Liquidator along with the compliance certificate in Form H. In the final report, the Liquidator has submitted that the Company had no assets other than cash and cash equivalents, the debts of the corporate person have been discharged to the satisfaction of the creditors, and no litigation is pending against the corporate person. The final report was sent to IBBI and the ICSI Institute of Insolvency Professionals on 25.03.2026 and was filed with the Registrar of Companies in e-form GNL-2 vide SRN AC2784278 (Annexures W and X). The relevant portions of the Final Report are extracted below: IB-172/PB/2026

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23. The Compliance Certificate in Form H is extracted below:

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24. The e-form GNL-2 filed with the Registrar of Companies in respect of the Final Report is extracted below:

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25. This Tribunal, vide order dated 20.04.2026, issued notice to the RoC. The Liquidator served the notice on the Registrar of Companies, Delhi-I by hand, speed post and e-mail on 04.05.2026. Status Report on behalf of the RoC was filed on 27.05.2026 in compliance with the order dated 20.04.2026. The relevant portion of the Status Report is extracted below, stating that:

IB-172/PB/2026

Ld. Counsel for the RoC has appeared before this Adjudicating Authority from time to time and, in the course of the hearing held on 22.09.2026, submitted that the RoC has no further observations. IB-172/PB/2026

26. Further, this Adjudicating Authority, vide order dated 09.06.2026, directed the Liquidator to prepare the gist of the matter as per the checklist provided in the order and directed him to file an affidavit providing (a) a declaration from the Director in compliance with Regulation 3(1)(a)(iii) and Regulation 3(1)(b)(iii) of the Voluntary Liquidation Process Regulations, (b) a copy of the Income Tax Return filed for the period from 01.04.2025 till the commencement of liquidation, and (c) copies of the Income Tax Returns filed for the subsequent period. In compliance thereof, the Liquidator has filed the gist of the matter as per the checklist, which is as follows:

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27. Further, the Liquidator has filed a compliance affidavit dated 04.08.2026 annexing the synopsis, the declaration of the Director in compliance with Regulation 3(1)(a)(iii) and Regulation 3(1)(b)(iii) (together with the audited financial statements), and the demand notice and challan of the Income Tax Department. It was stated therein that the Income Tax Returns could not be filed for the period from 01.04.2025 till the commencement of liquidation and for the subsequent period as the Income Tax Portal did not, at that time, provide the utility for filing returns for the financial year 2025-26. It was further stated that a demand of Rs. 2,36,270/-raised by the Income Tax Department on 18.07.2026 for the financial year 2024-25 had been paid by the Company under liquidation on 31.07.2026. The demand notice and the challan are extracted below:

IB-172/PB/2026

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28. Thereafter, the Liquidator filed a supplementary affidavit dated 16.09.2026, stating that the requisite utility having become available, the Income Tax Return for the financial year 2025-26 has been duly filed, and a copy of the acknowledgement was placed on record. The same is extracted below:

IB-172/PB/2026

Analysis and Findings:

29. On hearing the submissions made by the liquidator and perusing the documents annexed to the petition, it appears that the affairs of the Corporate Person have been completely wound up and its assets have been completely liquidated.

30. We are satisfied that the requisites of Section 59 of the Code are met in the present case and from perusal of documents on record. The Declaration of Solvency by a majority of the directors, the audited financial statements for the preceding two financial years, the special resolution requiring the Company to be liquidated voluntarily and appointing the Liquidator, the public announcement, the intimations to the RoC and IBBI, the preliminary report, the list of stakeholders, the final report and the compliance certificate in Form H are all on record. No valuation report was required as the Company has no assets other than cash and cash equivalents. The Independent Auditor’s Report for the financial year ended 31.03.2025 also notes that the Company does not have any pending litigation which would impact its financial position.

31. We also find it pertinent to note that Ld. Counsel for the RoC has appeared before this Adjudicating Authority and has submitted that the RoC has no further observations or objections to the voluntary liquidation of the Corporate Person, as recorded in our order dated 22.09.2026. The delay, if any, in completing the liquidation process within 90 days from the Liquidation Commencement Date has been explained by the Liquidator, and the said delay is condoned. The demand raised by the Income Tax Department for the financial year 2024-25 has been paid, and the Income Tax Return for the financial year 2025-26 has been filed. Nevertheless, we specifically record that any liability arising in future shall be strictly dealt with by the directors and shareholders of the Company in accordance with the law.

32. In view of the above facts and circumstances, we are inclined to pass orders for dissolution of the Company, Centerpiece Business Solutions Private Limited, and CP (IB) No. 172/PB/2026 is ALLOWED accordingly. IB-172/PB/2026

33. The Liquidator of the Corporate Person is further directed to serve a copy of this order upon the Registrar of Companies (hereinafter referred as RoC), Delhi, immediately and, in any case, within fourteen days of receipt of this order. The RoC shall take further necessary action upon receipt of a copy of this order.

34. The liquidator is also directed to preserve a physical or electronic copy of the reports, registers and books of accounts for at least 8 years as per Regulation 41 of the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process Regulations) 2017.

35. The Company Petition bearing CP (IB) No. 172/PB/2026 is disposed of with the above directions.

36. The registry is directed to send email copies of the order forthwith to the Corporate Person represented by its Liquidator and its Ld. Counsel for taking further steps. The Registry is directed to serve copy of order upon the parties.

37. File be consigned to the record storage (current).

Sd/- (ANUPINDER SINGH GREWAL) PRESIDENT Sd/- (RAVINDRA CHATURVEDI) MEMBER (TECHNICAL)

IB-172/PB/2026