In the matter of DJ Freight Private Limited

NATIONAL COMPANY LAW TRIBUNAL AHMEDABAD (COURT NO. II) CP (IB)/34/2022 [Application under Section 59 of the Insolvency and Bankruptcy Code, 2016 read with the Regulation 38(3) of the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017]

In the Matter of: Mr. Manish S. Buchasia, Liquidator of M/s DJ Freight Private Limited,

…Applicant/ Liquidator AND In the Matter of: M/s DJ Freight Private Limited, (CIN- U63033GJ2012PTC072736) Registered office at: Office No. 304, T.F. Addor Ambition, Navrang Circle to Stadium Road, B/s. Vimal House, Narangpura, Ahmedabad, Gujarat-380009. …Corporate Person Order Pronounced On: 28/04/2022

Coram: DR. DEEPTI MUKESH, HON’BLE MEMBER (JUDICIAL) AJAI DAS MEHROTRA, HON’BLE MEMBER (TECHNICAL)

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MEMO OF PARTIES

CP (IB)/34/2022 Mr. Manish S. Buchasia, Liquidator of M/s DJ Freight Private Limited, (CIN- U63033GJ2012PTC072736) Address: 306, “GALA MART” NR. SOBO CENTRE”, Before “SAFAL PARISAR, South Bopal Main Road, Bopal, Ahmedabad, Gujarat-380058. …Applicant/Liquidator Present: For the Applicant: Learned PCS Mr. Manish S. Buchasia.

ORDER 1. The instant Application has been filed by M/s DJ Freight 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’). 2. The Company was incorporated as a Private Limited Company under the provisions of the Companies Act, 1956, on 20.11.2012, bearing CIN U63033GJ2012PTC072736 having Registered Office at Office No.

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304, T.F. Addor Ambition, Navrang Circle to Stadium Road, B/s. Vimal House, Narangpura, Ahmedabad, Gujarat-380009. The Authorized share capital of the Company is Rs. 1,00,000/- (Rupees one lakh Only) divided into 10,000 equity shares of Rs.10/- each and the paid-up share capital of the Company is Rs. 1,00,000/- (Rupees one lakh only) divided into 10,000 equity shares of Rs. 10/- each. 3. The main objects of the Company are to carry on the business of freight forwarding in all kinds and branches of carriage and conveyance by air, sea and/or land of materials and goods of any kind whether within or outside the territories of India, and to transact such other business as are ancillary or connected with this business. 4. 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 01.03.2021 resolved to voluntarily liquidate the Company. Copy of the Board Resolution is annexed with the Application. 5. Both directors, Mr. Jayshree Arunkumar Thakkar and Mr. Dharmesh Vithaldas Kothari have declared on Affidavit dated 10.03.2021 that they have made full enquiry into the affairs of the Company and CP(IB) 34 of 2022

P age | 4 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 31.03.2019 and 31.03.2020 are also annexed. Independent Auditor’s Report dated 05.09.2020 confirms that the Company does not have any pending litigations, the company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses and there were no amounts which were required to be transferred to the Investor Education and Protection Fund (IEPF) by the company. Copy of independent Auditor’s report is annexed to the Application. 6. The members of the Company in Extra-Ordinary General meeting held on 11.03.2021, 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. 7. The Corporate Person had notified the Registrar of Companies, Ahmedabad (ROC) on 11.03.2021 and also to Insolvency and CP(IB) 34 of 2022

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Bankruptcy Board of India, New Delhi about the passing of a Special Resolution under sub-section (3) of Section 59 of the IBC to liquidate the Corporate Person. Copies of Form MGT-14 to the ROC and letter to Insolvency and Bankruptcy Board of India (‘IBBI’), New Delhi are annexed with the Application. 8. 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, “Financial Express” and Gujarati, “Financial Express” dated 15.03.2021 inviting claims in respect of the Corporate Person by various stakeholders on or before 10.04.2021. Copy of the newspaper advertisement of the said public announcement is annexed with Application and copy of the said public announcement was also submitted to IBBI. 9. The Liquidator has intimated his appointment to the Income Tax Officer, Ward Number: 1(1)(3), Jt./Additional CIT, Range 1(1), Pratyakshkar Bhawan, Ahemdabad on 18.03.2021 in compliance of Section 178 (1) of the Income Tax Act 1961. Copy of the said intimation to the Income Tax Department of the Liquidator’s appointment is annexed with the Application.

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10. The Liquidator has submitted the IBBI Circular No. IBBI/LIQ/45/2021 dated 15.11.2021 point 5 of the 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. 11. However, the Liquidator had served notice of appointment by e-mail and application by speed post to the Income Tax Department. In the hearing on 08.02.2022, the learned counsel for Income Tax Department had accepted notice and had undertaken to file reply within 3 weeks. However, no response was received nor any request for extension was made by the Income Tax Department. 12. The Liquidator submitted that on 5th May 2021 there were no secured/ unsecured creditors in the company. The claims of creditors were invited through publication till 10.04.2021 but no claims were received. 13. The Liquidator had submitted Preliminary Report dated 24.04.2021, reflecting that the books of the account of the company shows only 2 types of assets i.e. balance at Bank and Cash in hand. Total book

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P age | 7 value and estimated realizable amount are same, that is Rs. 15,04,712.53/- whereas total liability is Rs. 17,900/-. It is further stated in the report that an inquiry is required to be made in the matter relating to conduct of the business and proposed plan for liquidation. The estimated cost of liquidation is stated as Rs. 1,59,000/-. 14. The liquidator submitted the copy of final report dated 30.11.2021, detailing the liquidation process being conducted. It was seen from the record that pursuant to Regulation 39 of Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017, the Liquidator had made payments to stakeholders by 30.11.2021. It is further stated in the final report that there are no assets which are not realizable. All the realizable assets of the company have been disposed by the liquidator in proper manner. There are no creditors/debtors in the company. 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. The liquidation proceedings have been concluded. The said final report of the Liquidator has been submitted to the Registrar of Companies in form GNL-2 dated 30.11.2021 vide SRN: T61944138 and also to IBBI vide e-mail letter dated 01.01.2022. Copy of the said final report is annexed to the application.

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15. As per Regulation 34 of IBBI Regulations, the Liquidator had maintained a current account in the name and style of “M/S. Liquidation account DJ Freight Private Limited” in HDFC Bank since 27.07.2021 for the purpose of liquidation, and enclosed the statement of account from 01.08.2021 till 21.10.2021. Copy of the bank statement is annexed with the application. The said a/c has been closed. 16. 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. 17. 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: i. M/s DJ Freight Private Limited having CIN U63033GJ2012PTC072736, stands dissolved from the date of this Order. ii. The Liquidator is directed to file this order with the concerned Registrar of Companies, Income Tax Department and IBBI

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P age | 9 within 14 days from the date of receipt of an authentic copy this order, for information and necessary action. iii. The Liquidator is also directed to file this order with all other Statutory Authorities connected with the affairs of the Company. iv. 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. 18. Copy of the order be served to the respective parties. 19. Application is allowed and stands disposed of.

-sd/- -sd/- Ajai Das Mehrotra Dr. Deepti Mukesh Member (Technical) Member (Judicial)

Abhishek Singh

CP(IB) 34 of 2022