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In the matter of Cisco Development India Pvt. Ltd.

National Company Law Tribunal4 July 2023

Ratio decidendi

The rule this decision rests on

The Adjudicating Authority may order the dissolution of a corporate person under Section 59(7) of the Insolvency and Bankruptcy Code, 2016 where, on the liquidator's application, it is satisfied that the affairs of the corporate person have been completely wound up, its assets liquidated, and nothing remains to be liquidated, such that the compliances required by Section 59 and the Voluntary Liquidation Process Regulations, 2017 (including Regulation 37(2)) have been completed from the commencement of the liquidation.

Written by Miss Lucy from the judgment below, not taken from a headnote.

Judgment

As delivered

IN THE NATIONAL COMPANY LAW TRIBUNALSPECIAL BENCH, BENGALURU(through web-based video conferencing platform)(Exercising powers of Adjudicating Authority underthe Insolvency and Bankruptcy Code, 2016)C.P. (IB)No.33/BB/2023U/s 59(7) of the IBC, 2016In the matter of:M/s. Cisco Development India Pvt. Ltd.(in Voluntary Liquidation) Represented byShri Kondisetty Kumar Dushyantha, Liquidator ofM/s. Cisco Development India Pvt. Ltd.No.404/2, 7th Main, 9th Cross,2nd Block, Jayanagar,Bangalore – 560 011. - ApplicantOrder delivered on: 04.07.2023CORAM: 1. Hon’ble Ms. Bidisha Banerjee, Member (Judicial)2. Hon’ble Shri Manoj Kumar Dubey, Member (Technical)Parties/Counsels Present:For the Applicant : Shri Atul Madhavan

O R D E R

Per: Manoj Kumar Dubey, Member (Technical)

1. The instant Company Petition is filed on 20.01.2023 by M/s. Cisco Development India Private Limited (‘Applicant’), represented by Shri Kondisetty Kumar Dushyantha, Liquidator of M/s. Cisco Development India Pvt. Ltd. under Section 59(7) of the Insolvency and Bankruptcy Code, 2016 by inter alia seeking a direction for dissolution of the Corporate Person / the Company, namely, M/s. Cisco Development India Private Limited with effect from the date of order by this Adjudicating Authority. 2. M/s. Cisco Development India Pvt. Ltd. (hereinafter referred to as “Corporate Person/the Company”) is a Company incorporated on 23.07.2007 under the provisions of the Companies Act, 1956 bearing CIN: U72200KA2007PTC043451. Its Authorized Capital is Rs.5,00,000/- (Rupees Five Lakh Only) divided into 50,000 (Fifty Thousand)

C.P. (IB) No.33/BB/2023 equity shares of Rs.10/- (Rupees Ten Only) each and its Issued, Subscribed and Paid-up capital was Rs.1,00,000/- (Rupees One Lakh Only). The main objects of the Company as per its Memorandum of Association is to engage in all type of business relating to information technology, hardware, software, internet, telecom equipment, routers, databases, networking, switching and business automation, including activity relating to software development, research and development and hardware design etc. 3. The following averments have been made in the Petition: i. It is stated that the Company convened a meeting of Board of Directors on 18.03.2021 wherein the Board of Directors approved the Declaration of Solvency as stipulated Under Section 59(3) of the Code which was later duly signed and verified by affirmation. The Directors of the Company in compliance of Section 59(3) of the Code, r/w Regulation 3(4) of the IBBI (Voluntary Liquidation Process) Regulations, 2017 have given declarations. Further, the Directors have declared that the Company is solvent; and they have made full inquiry into the affairs of the Company and have formed the opinion that the Company has enough resources to clear the unsettled liabilities and contingent liabilities as on February 28, 2021; and the Company is not being liquidated to defraud any person. The Company duly filed the declaration signed by the Board of Directors of the Company with ROC in compliance of Section 59(3) of the Code in Form GNL-2 on 25.03.2021.

ii. The Company held an Extra-Ordinary General Meeting on 24.03.2021 and passed a Resolution to voluntarily liquidate the Company and appoint Mr. K. Dushyantha Kumar, Practicing Company Secretary, having registration number IBBI/IPA-002/IP-N00237/2017-2018/10688 to act as a Liquidator for the same.

iii. It is also stated that the intimation regarding commencement of Voluntary Liquidation Process was given to IBBI for their information and perusal. The publication of Public announcement was also duly notified to the IBBI for publication on the website on 25.03.2021.

iv. The audited Financial Statements of the Company for the year ended 31.03.2019 and 31.03.2020 (page nos.154-192 of the Petition) along with the Auditor’s Report has been filed by the Petitioner.

C.P. (IB) No.33/BB/2023 v. The commencement of Liquidation and appointment of Liquidator was intimated to the ROC in form MGT-14 and GNL-2 on 25.03.2021 (for submission of documents).

vi. Public Announcement (Regulation 14 of the IBBI (Voluntary Liquidation Process) Regulations, 2017) - The Liquidator made a Public Announcement of commencement of Liquidation in Form A, in “ Financial Express”, English Newspaper and “The Samyuktha Karnataka”, Kannada Newspaper on 25.03.2021 seeking submission of the claim by Stakeholders on or before 23 April, 2021.

vii. List of stakeholders (Regulation 30 of the IBBI (Voluntary Liquidation Process) Regulations, 2017) - The last date of submission of claims, if any was 23.04.2021. Since no claims were received by the Applicant during the process of liquidation, there was no question of verification of claims.

viii. Preliminary Report, (Regulation 9 (1) of Chapter IV of the IBBI (Voluntary Liquidation Process) Regulations, 2017) - The Liquidator submitted the preliminary report to the Company on 30.04.2021.

ix. Opening of Bank Account (Regulation 34 of the IBBI (Voluntary Liquidation Process) Regulations, 2017) - The Bank account was opened with J.P.Morgan Chase Bank and the said account was closed on 31.12.2022.

x. As per provisions of Section 178 of Income Tax Act, 1961 - The Liquidator has intimated the commencement of Liquidation and appointment of Liquidator to the Income Tax Authority on 06.04.2021. Pursuant to the same, the Liquidator had further obtained the NOC dated 09th April, 2021 for the Income Tax Department.

xi. Final Report – (Regulations 38 of the IBBI (Voluntary Liquidation Process) Regulations, 2017) - The Liquidator had the accounts audited for the liquidation period and submitted his final report on 12.01.2023. In connection with the accounts of the liquidation, the CA Certificate showing receipts and payments pertaining to liquidation since the liquidation commencement date i.e. 24.03.2021 till 31.12.2022 has been completed in following manner:

C.P. (IB) No.33/BB/2023

Date Receipts Amount in Date Payments Amount in (Rs.) (Rs.) 24.03.2021 Opening 18,37,03,812.91 28.06.2021 Liquidator’s fees 3,54,000 Bank Balance 14.09.2022 Transferred 60,91,120 28.06.2021 Newspaper 51,200 form Publication cost 5385001424 A/c 08.11.2021 Cisco Systems Inc. 10,55,26,837 (Distribution to the Shareholders) 08.11.2021 Cisco 10,553 Technologies Inc. (Distribution to the Shareholders) 14.11.2021 TDS Payment 2,94,62,610 20.12.2021 Bank Charges 10,845 19.04.2022 Liquidation 3,54,000 Expenses 19.04.2022 Liquidation 2,00,650 Expenses 01.05.2022 Bank Charges 50 06.10.2022 Bank Charges 3 06.10.2022 Cisco 4,175 Technologies Inc. (Distribution to the Shareholders) 06.10.2022 Cisco Systems Inc. 4,50,12,814 (Distribution to the Shareholders 06.10.2022 Bank Charges 34,587 07.10.2022 TDS Payment 79,48,424 11.10.2022 Liquidation 1,22,100 Expenses 11.10.2022 Suraj Sujir and 70,200 Associates 11.10.2022 Liquidator’s fees 3,54,000 14.10.2022 TDS Payment 6,500 21.11.2022 Bank Charges 2,500 21.11.2022 Bank Charges 9,064 21.11.2022 Bank Charges 450 15.12.2022 TDS Payment 2,59,370.24 Total 18,97,94,932.92 Total 18,97,94,932.91 xii. The final report of the Liquidating Company was submitted with the ROC and IBBI on 13.01.2023.

4. Heard the learned Counsel for the Applicant. We have carefully perused the pleadings of the party and extant provisions of the Code, and the Regulations made thereunder. 5. The Adjudicating Authority vide order dated 30.01.2023 directed the Petitioner as under: “The learned PCS for the Petitioner is directed to file proper legible CA Certificate appearing in page no.109 of the C.P. He is also directed to clarify whether the Final Report in GNL-2 has been filed with the ROC or not?” 6. In compliance to the above, the PCS has filed a duly certified copy of legible CA Certificate and in respect of Form GNL-2, it is stated by the leaned PCS that as per the General Circular No.01/2023 dated 09.01.2023, e-form GNL-2 was not made available

C.P. (IB) No.33/BB/2023 for filing by the MCA, GOI from 07.01.2023 to 22.01.2023. Therefore, to comply with the provisions of Regulations 38(2) of the IBBI (Voluntary Liquidation Process), Regulations, 2017 the same was filed through hard copy at the ROC, Karnataka, and obtained acknowledgment on 13.01.2023 and the same has been placed on record as Annexure-4 of the compliance memo affidavit vide diary No.1705 dated 27.03.2023 and same is taken on record. 7. According to the above discussion, the affairs of the corporate person have been completely wound up and its assets have been liquidated and nothing remains to be liquidated. Thus, the compliances of Section 59 and other relevant provisions of the IBC, 2016 r/w. Regulation 37(2) of IBBI (Voluntary Liquidation Process) Regulations, 2017, from the date of commencement of the liquidation proceedings is completed. Hence, we are of the considered opinion that the corporate person, through its Liquidator, has been voluntarily liquidated. 8. In view of the foregoing M/s. Cisco Development India Pvt. Ltd., Applicant Company is hereby dissolved with effect from the date of the present order. A copy of this order be filed with the ROC within the fourteen days. 9. The Petition C.P. (IB) No.33/BB/2023 is accordingly allowed in the above terms.

Sd/- Sd/- (MANOJ KUMAR DUBEY) (BIDISHA BANERJEE) MEMBER (TECHNICAL) MEMBER (JUDICIAL)

C.P. (IB) No.33/BB/2023

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