In the matter of Chhattisgarh Sondiha Coal Company Limited.
- CitationCP(IB)No.3/CB/2025
Ratio decidendi
The rule this decision rests on
The Adjudicating Authority allows an application under Section 59(8) of the Insolvency and Bankruptcy Code, 2016 for dissolution of a corporate person that has completed voluntary liquidation, and holds that, where the liquidator has realised all assets, distributed the proceeds in accordance with Section 53 and the regulations, filed the final report with the IBBI and the Registrar of Companies, and no objection or pending proceeding has been raised by statutory authorities, the corporate person stands dissolved from the date of the order.
Written by Miss Lucy from the judgment below, not taken from a headnote.
Judgment
As delivered
NATIONAL COMPANY LAW TRIBUNAT CUTTACK BENCH cP (IBl No" 3/CB /2o2s [Application under section s9(7) of the Insoluencg and. Bankruptcy code, 2016 read with the Regulation 3s(3) of tLte Insoluencg and Eankrupby Boa.rd of trndia (voluntary Liquidation process) Regulations, 20Li yi, dissalution of the Corporate personl ln the Matter oft M1S CHATTISGARH SONIDHA COAL COMPANY LIMITED (CIN: U 1 0 1 00CT2008SGC020992) Registered Office of the Company Flat. No" l-03, Block-E, Park Residency, Telibarrdha, Raipur, Chhattisgarh -492006. Appurcaur/ CoRpoRATE ppnsom Versus 1" ITEGISTRAR OF COMPANIES, CHHATTISGARH Having its Office at: 1"t Floor, Ashok Pingley Bhawan, Municipal Corporation, Nehru Chowk, Bilaspur, Chhattisgarh-49500 1. E m a i I : f"9.9, b_il"aSp Vtr-@,fi - c_A,g9-y,ifi RpspounprT No"I 2" INSOLVENCY AND BANKRUPTCY BOARD OF INDIA Mayur Bhawan, Shankar Market, Cannaught Circus, New Delhi- 1 10001. ."... RpSpoNDENT No"2 3" DEPARTMENT OF INCOME.TAX CIVIL LINES, RAIPUR, CHHATTISGARH.4 }2OOI. ,.... RESPoNDENT No.3
Derp oF PRoNoUNcEMENT:. 26.O9.2O2d Conau: Dppp Cnawpne JosHr, MpnrnpR (Juorcral,f Bewwenr Lal Mppla, Memtrun (Tecntrcar,) Apppanetvcp: Fon, ApplrcANT: Mn. Vanuu K. CnornA, AovocATE Mn. Pewxa.r Acanwer, Aovocaru Mn. SnasHAwAT Sntvestave, Anvocane Ms" PRAcarr SntvasrAvA, Apvocerp Ms. Ltpse Pattauerx, Aovoecro Mn. KeuLEsH Kuuen Snanua, Lrguroaton q
NCLT, CUTTACK BENCH cP (IB) No. 3/CB/2o25
ORDER Pan: BetrJI,vaF.I Let Mpatte, MaMean (TBcar,ficeq 1" The instant Application has been filed by M/s Chattisgarh Sonidha Coal Company Limited, ('Company') through liquidator namely, Mr, Kamlesh Kumar Sharma for dissolutisn of the Corporate Person through voluntary liquidation under Section 59 of the Insolvency and Bankruptcy Code, 2016, {'Code'} read with relevant regulation of the insolvency and Bankruptcy Board of india (Voluntary Liquidation Process) Regulations, 2Ol7 ('IBBI Regulations'). 2" The Company was incorporated as a Public Limited Company under the provisions of the Companies Act, 1956, on 3O" LZ.2OOE, bearing CIN- U10100CT2008SGC020992, having Registered Office at Flat No. 103, Block-E, Park Residency, Telibandha, Raipur, Chhattisgarh, India, PtrN-492006" The authorised share capitai of the Company is Rs. 22,OO,OO,OOO divided into 2,2O,OO,O00 equity shares of Rs" 101- each, and the issued, subscribed and paid-up share capital of Rs. 27,93,87,7601- consists of 2,79,38,776 equity shares of Rs. 101-each. 3. The main objects of the Company were to carry on business of exploration, development, mining production, process manufacture, marketing, purchase, sale, supple trade, (including export and import of coatr, coke and other related incidental or by products of coal, whether by itself or by engaging a suitable Mine Development Operator or any other agency including the acquisition andl management of coal mines either independently or for and on behalf of or under the directions of the central Government or any State Government whether as custodian, receiver or in any other similar capacity and to take on lease or otherwise acquire, purchase transfer, lease out or sel1 mines, mining rights, mining license, mining claims and lands or any interest therein and for this purpose search for inspect prospect, examine, explore mine quarry anyurhere in India or abroad.
A copy of the Memorandum of q q -a NCI,T, CIJTTACK BENCH cP {IB} No. 3/CBlzazS Association and Article of Association of the Cornpany anC a copy of Master Data, as available from the website of the Ministry of Corporate Affairs, are annexed with the application as Annexure-B' and'Annexure-A' respectively. 4. It is submitted by the liquidator that the Board of Directors of the company considered to close down the company by way of voluntary liquidation as the Company had no significant business operations for the past few years and in view of paucity of-business opportunities and high cost involved in maintaining the operations of the Company, the Board of Directors of the Company, at their Extra-Ordinary General Meeti.ng held on 03.O4 "2024 have approved the proposal to wind up and liquidate the affairs of the Company by way of voluntary liquidation ira a"ccordance with provision of Section 59 of the Code ar-rd confirrned the appointrnent of Mr. Karnlesh. Kurnar Shlarrna, Insolvency Professional (Registration No. IBBIIIPA-OO3/IP- NOO42B /2022- 23 / L4232) as the liquidator for the purpose of voLuntary liquidation of the aff,airs of the cornpany.
A copy of the Board Resolution passed at the Extra-Ordinary Generatr Meeting held on O3 .O4.2024 is annexed herewith and marked as 'Annexure-G' with the application. 5" In pLrrsuance of the Extra-Ordinary General Meeting held on O3"O4 "2024, the directors of the company have subrnitted the Declaration of Solvency Affidavit dated 02.O4 "2024 stating that they have rnade a full inquiry into the affairs of the Cornpany anC forrned. an opinion that the con-rpany has no debt and dissolution of the coffrpany is not to defrar-ld any person. ('Annexure-F') 6. The declaration of solvency by the Director, along with audited financial staternents and record of business operations of the company for the previous two years) was filed with the Registrar of Cornpanies, Chhattisgarkr, in Form GNL-2 vide SRN q g.j
NCLT, CUTTACK BENCH cP (IB) No.3/CB/2o25 No" Ats 1527952 on 16" tO "2024 " A copy of the Forrn GNtr -2, aiong with a paid challan, is enclosed and annexed as Annexure-F' with the application" 7 " The Company had filed Form MGT- 14 vide SRN No" AA7306054 on 28.05.2024 with ROC, Chhattisgarh ('Registrar of Companies') for intimating about voluntary liquidation of the corporate person and appointment of Liquidator. A copy of form MGT-14 is enclosed with this application as Annexure-G'. 8. The liquidator rnade public annorlncernent of the cotrnrnencernent of liquidation in Form A of Sckreduie I as per Regulation 14 of the Insolvency and Bankrr.ptcy Board of India. (Vonuntary Liqrrida"tion Process) Regulation, 2OL7 in "TIMES OF INDIA" in English (Raipur Edition) and in the "SWADEStr{" in vernacrrlar language (Raipur Edition), d"ated A6.04.2A24 inviting claims in respect of the corporate person by various stakeholders from the date of commencerrrerrt of liquidation, i.e., O3.O4"2024" A copy of the newspaper advertisement for the said public annollncement is annexed as Annexure- I' with the application" 9. The liquidator sent the intimation of commencement of voluntary liquidation to IBBI and to the Income-Tax Department via email dated O8.O4.2O24 and letter dated 23"04.2024, respectively" A copy of the email dated O8"O4.2O24 and the letter dated 23"O42O24 are annexed with the application as Annexure-J' and'Annexure-K' respectively. 10. The liquidator had prepared and submitted a Preliminary Report on L6.O5"2O24 to the shareholders of the Corporate Person within the prescribed time limit of 45 days from the liquidation comrnencerrrent date, i.e. 03.O4.2024. As per the Preliminary report of the Company, it has assets valued at Rs. 2,96,762/- as annexed in Annexure-M' at Page N g o" 15 _ 8-160. ,4 14 '-1
NCLT, CUTTACK BENCH cP (IB) No" 3/CB/2o25 11" The Liquidator opened a bank accor.rnt as required under regulation 34(1) of IBBI Regulations with Axis Bank imited n bearing Account No" 924O20028334568 for the receipt of all money due to the corporate person. After re'a,lization of investments standing in the books of the Company as on date and thereafter after discharging of all liabilities and payment to the liquidator, the balance amount was d.istributed to the shareholders of the company as in compliance with Regulation 35 of Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 20LT and Section 53 of Insolvency and Bankruptcy Code, 2016. Subsequent to rnaking payment to the members of the Company: ori 24"t2"2O24, t}:re liquidator has closed the Bank Account. Copy of Auditor's Certificate on the liquidation, showing receipts and payments pertaining to liquidation since the liquidation commencement date, and a copy of the final report showing realisation and payment to the creditors and members of the company, is hereby .Annexure-P annexed as 'with the application. L2" It is also stated by the liquidator that, after the payment made to the Members and shareholders of the Company, the Liquidator closed the bank account" A copy of tkre bank staternent showing the distribution to shareholders, as well as evidence of the bank account closure, is annexed as .Annexure-O' 'Annexure-L' and with the application. 13" It is surbrnitted that in cornpliance with the provisions of Regrrlation 38 of the Liquidation R"egulation, 2Ol7, the liquidator on 24 .12 "2024 prepared a final report and srrbmitted the sarne to the IBBI on 24.12.2024 via ernail and through registered post. The copy of tkre said report is duly filed with the Registrar of Cornpanies vide E-Forrn GNL-2 vide SRN No. A82274609 on 27 "I2.2O24. Copy of final report and subrnission of the sarne to IBBI and Registrar of Coqmpa nies =--
NCLT, CUTTACK BENCH cP (IBl No. 3/CB/2o25 are annexed with the application as 'Annexure-P' to ',{nnexrlre-Q'. As per the final report, the Applicant/corporate person had no fixed assets or liabilities as on the date of liquidation, except Rs. t,44,O23/- realised frorn the sale of assets and a cash and bank balance of Rs. 96,240. The Applicant/Corporate Person also had no creditors or pending litigation. 14" The liquidator filed this application on O3.OI.2A25, tn which notice \Mas issr.red by the Adjudicating Authority on 23"01"2C25 and 19"O3.2C-25 to the ROC, Chhattisgarh and the Income Tax Department respectively. In pursuance of the said order, tkre applicant placed on record the tracking report of service u.pon the ROC, Chhattisgarkr & trrrcorne Tax Departrnent. The triquidator also filed a service Report along with an affidavit on 17.A2.2C-25 and O9.O4.2025, respectively. 15. In response to notice served upon ROC, Chhattisgarh, the Registrar of Companies had filed its report dated 17 "O3.2O25, saying that there is no secured charge registered against the Company, no complaint, prosecution or investigation pending against the Company. The Income-Tax Department had also filed its report. dated O 1.O9 .2025 stating that there is no outstanding demand of Income-Tax pending against the Corporate Applicant. The Corporate Applicant had also filed an affidavit stating that there is no pending assessment against the Corporate Person, and the Corporate Person had filed its Income-Tax Return till the h.Y.2A24-25. 16" We have heard the Learned Counsel for the Corporate Person and perused the material available on record" The Income-Tax department had filed its report stating that there is no outstanding demand pending against the Applicant Company and ROC, Chhattisgarh, had filed its report dated L7.O3"2O25 inforrning that there is no secured charge registered agalnst the C-t ( -t-1 ----'-'> --\r-r ,x-A -l /'/' i 6
NCLT, CUTTACK BENCH cP (IB) No" 3/CB/2o25 Company and there is no objection/complaint received against the Voluntary Liquidation application filed by the Corporate Person under Section 59 of the Insolvency and Bankruptcy Code, 2016. L7, It is noted that the Board of Directors of the Corporate Person has taken a conscious decision to close down the Corporate Person as there are no significant business operations since its incorporation, there are no business activities since its inception, and no business opportunities are under consideration. The members in the Extraordinary General Meeting have passed a special resolution to liquidate the Company voluntarily. L8. It also appears that the Liquidator has duly performed his duties and completed the necessary formalities to complete the liquidation process of the Corporate Person. It also appears that the funds of the corporate person have been duly distributed among the stakeholders in accordance with their claims. Since there are no Creditors in the Corporate Person, no claims were received. It also appears that no objections have been received from any person regarding the proposed voluntary liquidation, either from shareholders or creditors, nor has any adverse comment been received from the public at large regarding such liquidation. It is also evident that the proposed liquidation is duly communicated to the Registrar of Companies, Bilaspur, Chhattisgarh, by filing Form MGT-14 and GNL-2" After distributing the proceeds of the Corporate Person, the liquidator has filed a final report wherein it is clearly stated that nothing remains to be realised in the Corporate Person. The tables below reflect the receipts & distribution arnount of the stakeholders: - Details o o f rreeaanlizzaatt,rioonn dctuurrilnneg ttnhe vo 1 lu u ntary 1 ll i quliddaatlon process SI No. Particulars Amount (Rs.) 1" Sale of Assets Rs" 1,44,O23 / - 2" Refund from Statutory Authorities NIL Cash/Bank balance Rs.96240/- J. 4 Realization of uncalled/unpaid NIL capital contribution si ---) :-
NCLT, CUTTACK BENCH cP (IB) No. 3/CB/2a26 5. Distribution of Unsold Asset NII, 6. Any other: (P1ease Specify) There was a balance of R.s. 14,7 45 I - (Income-Tax Ledger). As the sarne could not be refunded, therefore considered as NIL and could be adjusted in Incorne-Tax Payable in future, if €rnY Details of distribution to stakeholders as per section 52 of 53 of the Code: SL" Stake Arnount Arnorrnt Arnorrnt Amount Flemarlrs lYo" holders Clairned Adrnitted Distributed Distributed under (in Rs.) (in Rs.) (in Rs.) to the Section Amount 52 Claimed and 53 l"/"1 1. Realizatio NIL NIL NIL NIL NII, n of Security interest [Sec.52(1)( b)t 2. Liquidati 4,13,47 | 4,13,471 4,13,471 too.h NIL on Cost ISec.5s(1)( a)l 3. Workme NIL NIL NIL NIL NIL n's Dues [Sec.53(1 )(b)(il 4" Debts of NIL NIL NIL NIL NIL Secured Creditor S [Sec"53(1)( c)l 5. Wages NIL NIL NIL NIL NIL and unpaid Dues to Ernployee S [Sec"53(1) (d)t 6. Debts NIL NIL NIL NIL NIL of unsecur ed - /'- \-.1 -='- 8
NCLT, CUTTACK BENCH cP (IB) No. 3/CB/2a26 Financia I Creditor s ISec.53(1 ){d)l 7. Govern NIL NIL NIL NIL NIL ment dues + arnoun t unpaid followi ng enforcem ent of security interest [Sec.53(1 )(e)l 8. Any NIL NIL NIL NIL NIL rernaini ng debts and dues [Sec.53(1 )(fl 9. Preferenc NIL NIL NIL NIL NIL e Sharehol ders [Sec"53(i )(h)l trquity 10. NIL NIL NIL NIL NIL Sharehold ers [Sec.53(1)( h)t Total 4,13,47L 4rL3r47l 4rtgr471 lOOo/o NIL L9" It is seen that the assets of the company have been completely liquidated. The company's affairs have been wound up" This petition complies with the provisions of Section 59(7) of the Code" The Corporate Person and the Liquidator have made necessary compliances as per the provisions of the Code. By taking into consideration the above-stated facts and circumstances, the present application in exercise of the powers conferred under sub-section (8) of Section 59 of the Insolvency
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NCLT, CUTTACK BENCH cP (IB) No. 3/CB/2o25 and Bankruptcy Code, 2016, deserves to be allowed for the proposed dissolution of the Corporate Person" Hence, we pass the following Orders: 19" 1" This Adjudicating Authority, in exercise of powers conferred to it under Section 59(8) of the IBC, 2016, orders that the Corporate Person (Applicant Company) Mls Chattisgarh Sonidha Coal Company Limited (CIN: U1O1OOCT2OO8SGCO2O992! shall stand dissolved from the date of this order" L9.2" The Liquidator is directed to file a copy of this order with the concerned Registrar of Companies, Income Tax Department, and IBBI within 14 days for information and necessary action, as well as with other Statutory Authorities for information" Such communication shouid be made within the stipulated period of fourteen (14) days from the date of this order. 19"3. The Liquidator shall preserve a physical or 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 dissoiution of the Corporate Person, either with himself or with an information utility. 20" Accordingly, the present application, i.e., CP (IB) No. 03 I CB I 2025, stands'Allowed' and'Disposed of"
n C1 -V -----'--lel rhrsuenl wrpENA DEEPEHffiI'M, JOSHI MEMBER (TECHNTCALI MEMBER {JUDICIAL)
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