In the matter of Kundan Jewellers & Exporters Private Limited

ORDER 1. This Petition has been filed under Section 59 of the Insolvency and Bankruptcy Code, 2016 ("IBC, 2016") read with Regulation 9 of the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 by Mr. Manjeet Bucha, the Voluntary Liquidator of Kundan Jewellers & Exporters Private Limited ("Corporate Person"), seeking dissolution of the Corporate Person.

2. The Corporate Person was incorporated on 14.03.2024 under the provisions of the Companies Act, 2013 and has its registered office at Hyderabad, Telangana, which falls within the territorial jurisdiction of this Bench. The authorised share capital of the Company is Rs.50,00,000/- divided into 5,00,000 equity shares of Rs.10/- each and the issued, subscribed and paid-up share capital is Rs.50,00,000/-.

3. Details of shareholders as on the Liquidation Commencement date DIN Nos No. of Equity Sl. Name of Percentage Shares (Rs. No. Shareholder Holding 10/- each) Satish Kumar 10550556 1. 260000 52% Agarwal 2. Radhika Agarwal 10550557 240000 48% Total 500000 100%

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4. It is stated that though the Corporate Person was incorporated for carrying on the business relating to manufacture, trading and export of jewellery and precious stones, the Company remained at a nascent stage and did not commence commercial operations. Upon review of the business prospects and economic conditions, the Board formed an opinion that the objectives for which the Company was incorporated could not be achieved and that the Company had no debts or liabilities. Consequently, the Board proposed voluntary liquidation of the Company under Section 59 of the Code.

5. The Board of Directors, at its meeting held on 22.01.2025, approved the proposal for voluntary liquidation and executed a Declaration of Solvency supported by affidavit declaring that they have made a full inquiry into the affairs of the Company and formed the opinion that the Company had no debts and that the liquidation was not intended to defraud any person.

6. 6. Thereafter, the shareholders of the Company in the Extraordinary General Meeting held on 22.01.2025 passed a Special Resolution approving voluntary liquidation and appointed Mr. Manjeet Bucha, Insolvency Professional, having IBBI Registration No. IBBI/IPA- 002/IP-N00808/2019-2020/12551, as the Liquidator.

7. The Declaration of Solvency dated 22.01.2025 together with the audited financial statements and other accompanying documents was filed with the Registrar of Companies in e-Form GNL-2 vide SRN

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AB2603612 and special Resolution for Liquidation in MGT-14 SRN: AB2530412.

8. Upon his appointment, the Liquidator made a public announcement in Form-A on 24.01.2025 in Financial Express (English) and Nava Telangana (Telugu) newspapers, on the website of the Insolvency and Bankruptcy Board of India on 23.01.2025, inviting claims from stakeholders. It is stated that no claims were received from any creditor or stakeholder during the claim period. The Corporate Person had NIL creditors and therefore the requirement of obtaining consent of creditors did not arise.

9. The Liquidator submitted the Preliminary Report to the Company on 07.03.2025, as contemplated under the Regulations and thereafter undertook the liquidation process.

10. The Income Tax Department was informed of the commencement of liquidation on 29.1.2025 and necessary statutory compliances were carried out.

11. A liquidation bank account was opened with Standard Chartered Bank on 13.03.2025 and after completion of the liquidation process, the available surplus amount of Rs.48,37,585/- was distributed amongst the members in proportion to their shareholding as under: -

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Percentage Amount distributed Sl. No. Name of Shareholder Holding (in Rs.) 1. Satish Kumar Agarwal 52% 24,68,544.00 2. Radhika Agarwal 48% 23,69,041.00 Total 100% 48,37,585.00

Consequently, the assets of the Company stood fully liquidated and no liabilities remained outstanding.

12. The Liquidator has explained that although Regulation 37 prescribes completion of the process within 90 days, the liquidation could not be concluded within the stipulated period owing to administrative and statutory requirements including filing of income tax returns and closure of the liquidation bank account. As the liquidation process continued for more than 3 months, the Liquidator held Meetings of the contributories on 05.05.2025, 02.08.2025, 01.11.2025. A copy of the minutes of the contributories meeting is annexed as Annexure-B to the Memo of compliance dated 17.07.2026. 13.

13. The Liquidator has also filed the Auditor's Certificate, Final Report and Compliance Certificate in Form-H evidencing completion of the voluntary liquidation process. Copies thereof have been placed on record. The Final Report was filed with the Registrar of Companies in Form GNL-2 (SRN AA6773670) and forwarded to the Insolvency and Bankruptcy Board of India as required under Regulation 38.

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14. The liquidation account has been closed on 11.12.2025 as per letter dated 12.12.2025 issued by Standard Chartered Bank.

15. This Tribunal, vide order dated 13.02.2026 directed the Petitioner to serve notice upon the Registrar of Companies, Telangana ("ROC"). In compliance with the said directions, the ROC filed its report dated 11.06.2026. The observations raised by the ROC in paragraph 15 (4) to (6) of the said report and the reply/clarifications furnished by the Petitioner vide Memo dated 17.07.2026 are reproduced hereunder:

Para Observations by RoC(T) in the Reply by the Petitioner vide report dated 11.06.2026 memo dated 17.07.2026

15(4) The Company failed to complete The Petitioner submits that the the voluntary liquidation process three meetings of the within the prescribed period of 90 contributories were duly days. It is further observed that convened and held after the there were no creditors of the expiry of 90 days from the Company. However, the Liquidator commencement of the voluntary has not submitted any proof or liquidation process. The copy of supporting documentation the same is annexed as evidencing the conduct of the Annexure-B to the memo. contributory meetings, which were held after the expiry of 90 days from the commencement of the voluntary liquidation process. 15(5) It is observed from the financial The petitioner clarified that the statements for FY 2023–24 that the amount of Rs. 24,00,000/- Company has disclosed capital disclosed under “Other Current receivables of Rs. 24,00,000/- Assets” in the financial under “Other Current Assets” and statements for FY 2023–24 bank balances of Rs. 26,00,000/-. represented share subscription However, the Preliminary Report money receivable from the has shown the entire amount of Rs. subscriber to the MOA, Ms. 49,16,031/- under “Cash and Cash Radhika Agarwal, towards Equivalents” without clarifying the subscription to the Company’s capital receivables.

The share capital at the time of NCLT HYD-1 CP (IB) No. 25/59/HDB/2026 DOO: 23.09.2026 discrepancy warrants clarification, incorporation. The said amount including the details of the entities was received by the Company in from whom such amounts are April 2024, subsequent to the receivable and their status of close of FY 2023–24, and recovery. accordingly remained receivable as on the balance sheet date. 15(6) It is observed from the Income Tax It is clarified that the business Return acknowledgement for AY loss of Rs. 82,687/- reported in 2025–26 that the Company has the Income Tax Return for AY reported a business loss of Rs. 2025–26 pertains solely to pre- 82,687/-. However, no financial incorporation and details have been disclosed for the incorporation-related expenses period from 01.04.2024 to incurred for setting up the 31.03.2025, despite discrepancies Company. The said expenditure noted in the financial statements did not arise from any for FY 2023–24. Further, contrary commercial or business to the said return, the Application operations. states that the Company has not commenced any commercial or Further, the petitioner business operations.

The reiterated that the Company did discrepancy requires clarification. not commence any commercial or business operations during the relevant period. Accordingly, the loss reflected in the Income Tax Return should not be construed as arising from any business activity carried on by the Company.

FINDINGS 16. We have heard Shri Manjeet Bucha, Ld. Liquidator and Shri Prem Prakash, DroC, examined the Petition, the documents placed on record, the Final Report submitted by the Liquidator and the Compliance Certificate in Form-H.

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17. From the material available on record, it appears that the affairs of the Corporate Person have been completely wound up and its assets have been liquidated. The voluntary liquidation process has been conducted in accordance with the provisions of Section 59 of the Insolvency and Bankruptcy Code, 2016 and the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017.

18. The records further disclose that the Corporate Person had no outstanding creditors, no claims were received pursuant to the public announcement, the available assets have been realised and distributed to the members, and the liquidation account has been closed. The Liquidator has further certified compliance with the provisions of the Insolvency and Bankruptcy Code, 2016 and the IBBI (Voluntary Liquidation Process) Regulations, 2017. We are satisfied that the Liquidator has complied with the statutory requirements and that the Corporate Person deserves to be dissolved.

19. Accordingly, in exercise of powers under Section 59(8) of the Insolvency and Bankruptcy Code, 2016, Kundan Jewellers & Exporters Private Limited (CIN: U32119TS2024PTC183384) is hereby dissolved from the date of this Order with the following directions.

NCLT HYD-1 CP (IB) No. 25/59/HDB/2026 DOO: 23.09.2026 a. The Liquidator shall forward a copy of this Order to the Registrar of Companies, Telangana and to the Insolvency and Bankruptcy Board of India within the time stipulated under the applicable Regulations.

b. The Liquidator stands discharged from all further responsibilities in relation to the voluntary liquidation process of the Corporate Person.

c. The Liquidator shall preserve the records of the voluntary liquidation process in accordance with Regulation 41 of the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017.

d. The Liquidator shall file necessary e-form INC-28 with the RoC Hyderabad.

e. The Registry is directed to communicate a copy of this Order to the Petitioner/Liquidator and the Registrar of Companies, Telangana and the Insolvency and Bankruptcy Board of India forthwith.

f. The Company Petition stands allowed and disposed of as per the above terms.

SD/- SD/- (Sanjay Puri) (Rajeev Bhardwaj) MEMBER (TECHNICAL) MEMBER (JUDICIAL)