In the matter of Electrosteel Aviation Limited
- CitationCP(1B) No. 176/KB/2022
Ratio decidendi
The rule this decision rests on
The Tribunal allowed a voluntary liquidation under Section 59 of the Insolvency and Bankruptcy Code, 2016, on the basis that the liquidator's final report showed the company's realisable assets sufficed to meet liquidation costs, all assets were disposed of, debts were discharged, and no litigation was pending. The order therefore rests on the following reasoning. A petition for voluntary liquidation under Section 59 of the Code may be allowed where the corporate person's directors have approved a declaration of insolvency, a special resolution of members has been passed to wind up the company and appoint a liquidator, and the liquidator's final report establishes that the company's realisable assets are sufficient to meet the costs of liquidation, that all assets have been disposed of, that its debts have been discharged, and that no litigation is pending against it, so that no further investigation is required for payment to creditors and members.
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Judgment
As delivered
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An application under Section 59 and other applicable provisions of the Insolvency and Banktuptq Code, 201 6; In the matter oE Mr. Ajay Goyal, Liquidator of Electrosteel Aviation Limited. ... PETITIONER And Electrosteel Aviation Limited. ... CORPORATE PERSON Date of pronouncement of order: 09.05.2024 CORAM: SMT. BIDISHA BANERJEE, HON'BLE MEMBER (JUDICIAL). SHRI D. ARVIND, HON'BLE MElVIBER (TECHNICAL) Appearances (via Video Conferencing/Physical): Mr. Rahul Singh, Adv. ] For the Liquidator
O R D E R
Per: Bidisha Banerjee, Member (Judicial) 1. The Court congregated through a hybrid mode. 2. Ld. Counsel for the Liquidator was heard. I 3. This petition is filed under Section 59 of the IBC by Shri Ajay Goyal Liquidator of Electrosteel Aviation Limited to seek voluntary liquidation and dissolution of the Corporate Person. I 4. The company was incorporated on 23* March, 2010 as a public limited company under the provisions of the Companies Act, 1956 in the name and style of Electrosteel Aviation Limited with the Registrar A. of Companies, Kolkata, vide its CIN: U74 120WB20 10PLC 142620. Its registered office is situated at 4" Floor (South Block) Room
CERTITFO lB~E T~R UE COP,
IN THE NATIONAL COMPANY LAW TRIBUNAL KOLKATA BENCH (Court-11) KOLKATA _ - CP(1B) No. 176/KB/2022 - - , -71 - . Park Plaza, 7 1, Park Street, Kolkata 7000 16. The authorized share ,:' - /j I capital of the company is mentioned Rs.5,00,00,000/- (Rupees Five Crore Only) comprising of Rs.50,00,000/- (Rupees Fifty Lakh) Equity Shares of Rs.101- (Rupees Ten only) each. The issued, subscribed & paid-up capital is Rs.20,00,000/-(Rupees Twenty Lakh only) Equity shares of Rs.101-(Rupees Ten only) each.
5. It is submitted that the Corporate Person has not been carrying on any business for past few years and it is not earnkg profits except the income from investments. Due to non-availability of business prospect and long term financial resources it was not financially viable to cany on the business activities, therefore, its Board of Directors (BOD)i n their meeting held on 15th July, 2021 has resolved to liquidate the affairs of the Corporate Person. - C 6. The directors of the Corporate Person have as per Section 59(3)(a)o f the Code, approved the declaration of insolvency and resolved to wind up the company under "Members Voluntary winding up" at the Board meeting held on 15" of July, 202 1. Upon a full inquiry into the affairs of the Corporate Person that declares no debts and that the Corporate Person is not being liquidated to defraud any person.
7. The members of the Corporate Person in their Extraordinary General Meeting (EGM) held on 13th August, 2021 passed a special resolution as required under Section 59(3)(c) of the Code, to liquidate the Corporate Person voluntarily and to appoint Mr. Ajay Goel, Insolvency Professional as Liquidator.
8. The requisite details have been filed with the Registrar of Companies < 1 in Form MGT 14 on 19" August, 2021 and GNL-?~ on 9th September, 2021 and the Corporate Person has also annexed Previous two years' Auditors Report and financial statement.
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IN THE NATIONAL COMPANY LAW TRIBUNAL I KOLKATA BENCH (COW-U) KOLKATA t CP(IB) No. 176lKB12022 ,1181 9. A public announcement of commencement of liquidation in Form A of Schedule I as per regulation 14 of Insolvency & Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 20 17 has been made in 'Financial Express (English) and "Aajkal" dated 18" August, 2021 inviting submissions of claims due from the Corporate Person by various stakeholders.
10. The Registrar of Companies, West Bengal, on 19" August, 2021 has been notified by filing Form MGT-14 about the special resolution passed under Section 59(4) of the Code regarding commencement of liquidation and appointment of liquidator.
11. On 15th and 16" September, 2021 claims were received from stakeholders in Form F.
12. The Liquidator has opened the Bank Account with IDFC First Bank, VIP Road Branch, Kolkata in the name and style of Electrosteel Aviation Limited In Voluntary Liquidation" bearing account no. 10077164262.
13. The Final Report of the Liquidator discloses that the realizable properties of the company are sufficient to cover the cost of the liquidation process and the affairs of the company does not require any further investigation for payments to the creditors and members of the company; all the assets of the company have been disposed of; debts of the corporate debtor has been discharged; no litigation is pending against the company.
14. Further, the Liquidator vide his letter dated 20" August, 2021 has. initiated the Income Tax Department about liquidation duly A acknowledged on 27" August, 202 1.
CERTIFIED TO BE TRUE COPY
IN THE NATIONAL COMPANY LAW TRIBUNAL KOLKATA BENCH (Court-Il) K -- O - -L-K-A- T - -A CPp)N o. 176/KB/2022, 15. No valuer has been appointed as there were no assets except financial assets like sundry debtors, loans & advances, bank balance, .- -. . 'and cash and that the affairs of the Corporate Person have been completely wound up and its assets have been completely liquidates.
16. In the aforesaid backdrop prayer for Voluntary liquidation of the above-named Corporate Person represented by its Liquidator is allowed.
17. Accordingly, CP (IB)N o. 176/KB/2022 is allowed and disposed of.
18. The Registry is directed to send e-mail copies of the order forthwith to all the parties and their Ld. Counsel for information and for taking. necessary steps.
19. Certif~edc opy of the order may be issued, if applied for, upon compliance of all requisite formalities.
D. Arvind Bidisha Banerjee Member (Technical) Member (Judicial) Singed on this, the Ogth May, 2024. 4\10 Dam of Fmentatron ,ora pplication m cop..y... No. of P ~ . . . ~ A.- ....... ............... Copying Fee ...... - ....s. .w ........ .......... Regismtion & Pas!ase Fee A.C. ..........i... ......... ...... .. ................... 7.01@1d. - SG, Stmo Date arRrccipt & ........ ................. . . . . R~aardo ICOW...~ LI\IQA~! CERTIFIEDTOB E TRUE COW
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