In the matter of MakeMyTrip Travel Services Private Limited

Section: 59(7) of IBC, 2016 read with IBBI (Voluntary Liquidation Process) Regulation, 2017

Order Delivered on: 01.08.2023 CORAM: SH. ASHOK KUMAR BHARDWAJ, HON’BLE MEMBER (J) SH. L. N. GUPTA, HON’BLE MEMBER (T)

PRESENT: For the Liquidator : Adv. Ayshwarya Chandar (IB)-715(ND)2022 MakeMyTrip Travel Services Pvt. Ltd.

ORDER

PER: SH. L. N. GUPTA, MEMBER (T)

The present CP(IB)-715(ND)2022 is filed by the Applicant/Voluntary Liquidator under Section 59(7) of the IBC, 2016 read with Insolvency Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 (for brevity, the “VLP Regulations”) with a prayer for dissolution of the Corporate Person namely, M/s MakeMyTrip Travel Services Private Limited (for brevity, the ‘Company’).

2. M/s MakeMyTrip Travel Services Private Limited is a Company incorporated on 24.12.2014 with CIN U62200DL2014PTC274624 under the Companies Act, 2013. The registered office of the company is situated at Chamber No. 11, Saraswati Bhawan Basement, 1/4 Lalita Park, Laxmi Nagar, East Delhi – 110092, falling within the Territorial Jurisdiction of this Tribunal.

3. It is stated by the Applicant that the Voluntary Liquidation Process (VLP) under the provisions of IBC, 2016 and VLP Regulations was commenced by the Applicant / Company by passing a Special Resolution in the Extraordinary General Meeting (EOGM) of its members held on 28.09.2017 (which is the date of voluntary liquidation commencement). It is further stated that Mr. Jiwan Parkash Saini, IP was appointed to act as Voluntary Liquidator in the aforesaid EOGM. The copy of the said Special Resolution is reproduced overleaf, for immediate reference:

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4. It is submitted by the Applicant that all the Directors of the Company have given a Declaration of Solvency on a combined Affidavit stating that “(i) A full inquiry was made into the affairs of the company and based on the inquiry the Director have formed an opinion that the Company will be able to pay its debt in full from the proceeds of assets to be sold in voluntary liquidation, (ii) The Company is not being liquidated to defraud any person.” For convenience, the said Affidavit of Declaration of Solvency by the Directors is reproduced overleaf: (IB)-715(ND)2022

5. It is averred by the Applicant that a certified copy of the said Special Resolution passed in the Extraordinary General Meeting (EOGM) of the Members of the Company held on 28.09.2017 and Declarations of Solvency by the Directors as required under Section 59(3) of IBC, 2016 were filed by the Company with ROC in Form MGT-14 and GNL-2 dated 10.10.2017.

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6. After confirmation of the Special Resolution passed by EOGM of the Company, the powers of the Board of Directors of the Company were suspended and the affairs of the Company were taken over by the Liquidator, Mr. Jiwan Parkash Saini, IP with effect from 28.09.2017.

7. It is stated by the Applicant then issued Public Announcement for voluntary liquidation in “Form A” in terms of Regulation 14 of the VLP Regulations 2017 in the “Business Standard” (English) and “Aajkal” (vernacular) Newspapers on 02.10.2017. It is further stated that the copies of the advertisement were sent to the IBBI for placement on their website.

8. It is further stated by the Applicant that it had sent intimation of the Voluntary Liquidation Process of the Corporate Debtor to the IBBI on 14.11.2017.

9. The Applicant has annexed the Financial Statements for the Financial Year 2015-16 along with unaudited financial statements for the previous financial year i.e., 2016-17 as of 25.09.2017.

10. The Applicant has also placed on record the Copy of the Minutes of the meeting dated October 10, 2018, October 11, 2019, October 12, 2020, and October 6, 2021, of contributories of the Company along with the annexures thereto, which are at page nos. 189-236 of the application.

11. It is stated by the Applicant that it had opened an account by the name of “MakeMyTrip Travel Services Private Limited - In Voluntary Liquidation” at IndusInd Bank, UG7 TDI Mall, Rajouri Garden, New Delhi for the purpose of realizations and payments during the period of liquidation.

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12. It is further stated by the Applicant that it had submitted the Preliminary Report to the Company on 09.11.2017. Thereafter, the Applicant has submitted its Final Report dated 30.03.2022 in compliance with Regulation 38 of VLP Regulations giving details of the distribution of assets amongst the stakeholders. A copy of the Report has also been filed with the ROC. The scanned copy of the Final Report, as annexed with the publication, is reproduced below:

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13. It is submitted by the Applicant/Voluntary Liquidator that it has paid off all the liabilities of the Company and distributed the residual amount amongst stakeholders in terms of Sections 53 of the IBC, 2016. The details of distribution are given in Form ‘H’ filed by the Applicant, the relevant extract of which is reproduced below:

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14. It is further submitted that after the distribution of surplus/residual amount to the members/shareholders of the Corporate Person, the bank account of the Corporate Person is closed and thus, the liquidation process stood completed.

15. On issuance of notice, the ROC filed its report on 23.03.2023 and raised objection. The operative portion of the RoC’s Report is reproduced below:

“7. On perusal of Final Report, it is seen that Liquidator has not completed the liquidation proceeding in stipulated time frame, as per 37(1) Regulation of IBBI (Voluntary Liquidation Process) Regulation, 2017. Since on further document has been filed by the liquidator in reference to voluntary liquidation before MCA (IB)-715(ND)2022 portal, therefore, this office is unable to comment upon any compliance, if done, by liquidator with respect to contributory meeting, annual status report, as given under regulation 37(2) of IBBI (Voluntary Liquidation Process) Regulation, 2017.”

16. On perusal of the ROC’s report, it is observed that the ROC has stated that the Applicant has not completed the process within the stipulated time frame. We would like to examine this contention raised by the ROC.

17. At this juncture, we refer to Regulation 37 of Voluntary Liquidation Regulations, 2017, which reads thus:

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18. Though it is specified under Regulation 37(1) of the Voluntary Liquidation Regulation, 2017 that the Liquidator shall endeavour to complete the Liquidation Process within 01 year, however, as per Regulation 37(2)(a) of Voluntary Liquidation Regulation 2017, if the process exceeds the initial limit of 01 year, the Liquidator is required to call a meeting of the contributories of the Corporate Person within 15 days from the end of the year in which he is appointed, and at the end of each succeeding year.

19. The Liquidator, in compliance with the aforesaid provision, has annexed the Copy of the Minutes of the Meeting of Contributories of the Company dated October 10, 2018, October 11, 2019, October 12, 2020, and October 6, 2021, along with the annexures thereto, which are available at page nos. 189-236 of the application as already noted in para 10 above. Hence, we would like to proceed ahead with the matter. However, for the delay in concluding the Liquidation Process, the Voluntary Liquidator shall remain accountable.

20. In the light of the documents and facts placed on record, averments, and the submissions made by the Applicant/Voluntary Liquidator, the Company deserves to be dissolved. Accordingly, this Bench directs that the Company shall be dissolved from the date of this Order.

21. The Application stands allowed accordingly.

22. In terms of Regulation 41 Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017, the Applicant/Voluntary Liquidator shall preserve copies of all such records, which are required to give a complete account of the Voluntary Liquidation Process. Further, the (IB)-715(ND)2022

Applicant/Liquidator shall preserve a physical or an electronic copy of the reports, registers, and books of account referred to in Regulations 8 and 10 for at least 08 years after the dissolution of the corporate person, either with himself or with an information utility.

23. The Applicant is directed to serve the copy of this Order upon the Registrar of Companies (ROC), with whom the Company is registered, within 14 days of receipt of this Order. The ROC shall act as necessary upon receipt of a copy of this Order.

Sd/- Sd/- (L. N. GUPTA) (ASHOK KUMAR BHARDWAJ) MEMBER (T) MEMBER (J)

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