In the matter of GB Foods India Trading Private Limited

IN THE NATIONAL COMPANY LAW TRIBUNAL DIVISION BENCH – II, CHENNAI CP (IBC) / 202 (CHE) 2022 (Filed under Section 59 of the Insolvency and Bankruptcy Code, 2016) In the matter of M/S. GB FOODS INDIA TRADING PRIVATE LIMITED Sripriya Kumar, (IBBI/IPA-001/IP- P-00771/2017-18/11316) Liquidator of M/s. GB Foods India Trading Private Limited, (In Voluntary Liquidation) CIN No. U74999TN2016FTC112915, No.224A, New No.346/1, Next to National Public School, Avvaishanmugam Salai, Gopalapuram, Chennai, Tamil Nadu – 600 086. … Petitioner

CORAM SHRI. JYOTI KUMAR TRIPATHI, MEMBER (JUDICIAL) SHRI. RAVICHANDRAN RAMASAMY, MEMBER (TECHNICAL)

Present: For Petitioner: Mr. N.P. Vijay Kumar, Mr. Pradeep, Mr. Navaneethakrishnan & Mr. G.K Anish, Advocates Order Pronounced on 07th June 2024

1. This is a Company Petition filed by the Liquidator in relation to the Voluntary liquidation of M/s. GB Foods India Trading Private Limited, an Private Company limited by shares with CIN: U74999TN2016FTC112915, having registered office at No.14, B6, Second Floor, Gems Court, Khader

Nawaz Khan Road, Nungambakkam, Chennai, Tamil Nadu – 600 006 within the RoC, Chennai, under Section 59 of the Insolvency and Bankruptcy Code,

2016 (hereinafter referred to as “IBC, 2016”), seeking dissolution of the CP (IBC) / 202 (CHE) 2022 In the matter of M/s. GB Foods India Trading Private Limited 1 of 8

Company.

2. The Petitioner Company was originally incorporated on 14th October 2016 under the provisions of the Companies Act, 2013. The Gist of main objects of the Company is to carry on the business of food products, logistics, consultation, advisory service and business support services and is a wholly owned subsidiary of M/s. GB Foods Africa Holding Company S.L.

3. The Shareholding pattern of the Company as on 23.08.2023 as follows;

S.No Particulars No. of. Shares Amount in INR 1 Authorized share capital (Divided 1,50,000 15,00,00,000 into Equity shares of Rs.1000 /- each) 2 Paid up share capital (Divided into 1,50,000 15,00,00,000 Equity shares of Rs.1000 /- each)

S.No Name of the Share holder No. of. Shares % of Holding 1 GB Foods Africa Holding 1,49,998 99.99% Company S.L.U ( formerly known as GB Foods Africa Global Trading SL), Spain (Holding Company) 2 GB Foods Africa BV, 2 0.01% Netherlands (Subsidiary of Ultimate holding Company) Total 1,50,000 100%

4. It is stated in the Petition that the business of the company had become commercially unviable and the board of directors had decided to liquidate the company on voluntary basis.

5. It is submitted that on 07.08.2019, a Board meeting was held to consider the voluntary liquidation followed by winding up of the Company as per the provisions of Section 59 of the Insolvency and Bankruptcy Code, 2016 and CP (IBC) / 202 (CHE) 2022 In the matter of M/s. GB Foods India Trading Private Limited 2 of 8 resolution was passed with the majority of the board approving the proposal.

6. The Extraordinary General Meeting of the Shareholders of the Company held on 08.08.2019 and passed a special resolution in accordance with the Sec

103 (3) of the Companies Act, 2013, to liquidate the company voluntarily and appoint the Petitioner herein to act as a liquidator for conducting the voluntary liquidation process under Section 59 of IBC, 2016.

7. It was submitted that the Petitioner herein has conducted the Voluntary

Liquidation process in respect of the Company in accordance with the IBBI (Voluntary Liquidation Process) Regulations, 2017. The details the relevant compliances as mandated under Section 59 of the IBC, 2016 read with the IBBI (Voluntary Liquidation Process) Regulations, 2017 are listed hereunder:-

S.NO COMPLIANCE AVERMENTS PAGE NO Board Meeting approving voluntary 18 – 21 of the 1 Sec. 59 (3) liquidation dated 07.08.2019 Petition 16 – 36 of the Sec. 59 (3) (b) Audited Financial statements for the years 2 Memo dated (i) ending March 31st of 2017 & 2018 09.03.2023 Audited Balance Sheet for the years 150 – 155 of ending March 31st of 2019 & 2020 the Petition Sec 59 (3) (c) EGM dated 08.08.2019 approving the 22 - 30 of the 3 and initiation of voluntary liquidation and Petition Reg 3(1)(c) appointment of the Liquidator Section 59 (4) Declaration of solvency filed with ROC in 52 of the 4 and Reg 3 (2) Form GNL-2 Petition Intimating Board Resolution and Special Section 59 (4) Resolution for voluntary liquidation 53 of the 5 and Reg 3 passed by shareholders in EGM vide Form Petition MGT-14. Form-A Public Announcement in Business 54 – 55 of the 6 Regulation 14 Standard (English) dated 14.08.2019 and Petition Makkal Kural (Tamil) dated 13.08.2019.

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Intimation of Voluntary Liquidation Section 178 of 45 of the 7 process to the Income Tax Department IT Act, 1961 Petition dated 16.08.2019. 87 – 90 of the 9 Reg 9 Preliminary report dated 25.09.2019. Petition 12 of the Status Report dated Closure of Liquidation Bank Account of 10 Reg34 10.01.2024 ICICI Bank on 29.03.2024 and Memo dated 03.04.2024 119 – 130 of 11 Reg 38 Filing Final report dated 30.08.2022 the Petition 13 – 21 of the Updated Form-H – Compliance certificate Status Report 14 Reg 38 dated 09.01.2024 dated 10.01.2024 8. It is stated that during the voluntary liquidation process, liquidator received claims from 3 persons, which were examined and on subsequent verification the claims were rejected. Further there are no creditors to the company and only the shareholders constituted the List of Stakeholders/ Contributories.

9. It is submitted that there were no assets to be sold and realized except the bank balances of the company and small cash of Rs.18/- on the date of commencement of Liquidation.

10. The Liquidator had remitted Rs.11,24,88,749/- (Rupees Eleven crore twenty four lakhs eighty eight thousand seven hundred and forty nine only) as first tranche on 12.08.2021, a sum of Rs.1,20,42,327 /- (Rupees One crore twenty lakh forty two thousand three hundred and twenty seven only) was remitted on 14.07.2022 as second tranche and a sum of Rs.14,32,834/- (Rupees Fourteen lakhs thirty two thousand eight hundred and thirty four only) as last and CP (IBC) / 202 (CHE) 2022 In the matter of M/s. GB Foods India Trading Private Limited 4 of 8 final tranche in the process of Repatriation of funds to the Stakeholders.

11. The realization and distribution as per the provisions of Section 53(1) of IBC,

2016 is detailed below:

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12. The Audited Receipts and Payments for the entire period of Voluntary liquidation has been extracted hereunder,

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13. It is stated that the Liquidator could not complete the Liquidation process within the prescribed time limits due to case pending with the Income Tax

Authorities for obtaining NoC. On this Issue IBBI clarified vide Circular –

IBBI/LIQ/45/2021 dated 15.11.2021 that no NoC from Income Tax Authorities is required as a part of Compliance under Voluntary Liquidation process and only the communication needs to be served. This Tribunal vide order dated

25.08.2023 granted Interim relief as to repatriation of balance amount in the liquidation account to the Shareholders/ Contributories of the company.

14. It is further stated that there were no PUFE applications pending in relation to the liquidation company and Form H compliance certificate shows the same as below,

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15. Thus, on examining the submissions made by the Learned Counsel for the Petitioner and after perusing the documents annexed to the Petition it appears that the affairs of the Company have been completely wound up and the assets of the Petitioner Company have been completely liquidated and as such the Petitioner Company deserves to be dissolved.

16. Accordingly, in exercise of the powers conferred under Section 59(8) of IBC,

2016, we hereby order the dissolution of M/s. GB Foods India Trading

Private Limited and the Petitioner Company shall stand dissolved from the date of this order.

17. Therefore, the Company Petition CP (IBC) / 202 (CHE) 2022 stands allowed and disposed off.

18. The Registry and the Liquidator are directed to serve a copy of this order upon the Registrar of Companies, Chennai, and also to IBBI, within 14 days from the date of this Order.

-Sd/- -Sd/- RAVICHANDRAN RAMASAMY JYOTI KUMAR TRIPATHI MEMBER (TECHNICAL) MEMBER (JUDICIAL)

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