In the matter of Riskraft Consulting Limited
- CitationCP (IB) No.510-MB-I-2022
Ratio decidendi
The rule this decision rests on
Where a corporate person has completed voluntary liquidation under section 59 of the Insolvency and Bankruptcy Code, 2016, and the liquidator's final report shows that the company's affairs have been completely wound up and its assets fully realised, the Tribunal may order the company's dissolution under section 59(7), with dissolution taking effect from the date of the order.
Written by Miss Lucy from the judgment below, not taken from a headnote.
Judgment
As delivered
1. This is a Company Petition filed under section 59 of the Insolvency and Bankruptcy Code, 2016 (hereinafter called “Code”) by a Corporate person, named Riskraft Consulting Limited [CIN: U67140MH2005PLC157634] through Liquidator Mr. Anish Gupta, the Insolvency Professional, having registration no: IBBI/IPA- 002/IP-N00285/2017-18/10843, to initiate voluntary liquidation proceedings under Code. The Corporate Person has complied with IN THE NATIONAL COMPANY LAW TRIBUNALMUMBAI BENCH-I CP (IB) No. 510/MB-I/2022 requisite formalities and procedure of liquidation as per law and has filed this Petition for its dissolution under section 59 of the Code.
2. The Petitioner Company was incorporated, under the provisions of Companies Act, 1956, on 28.11.2005 as a private company limited by shares with Registrar of Companies, Mumbai. The Authorized Share capital of the company is Rs. 7,00,00,000/- divided into 70,00,000 equity shares of ₹10/- each. The Paid-up Share Capital of the Company is 7,00,00,000/- divided into 70,00,000 equity shares of ₹10/- each. The Registered office of the Company is situated Ft Tower CTS No. 256 & 257, Suren Road, Chakala, Andheri East, Mumbai 4000093.
3. The Company, at present, has three directors Mr. Hariraj Shankar Singh Chouhan (DIN: 02166102); Mr. Saji Cherian (DIN: 02512505) and Mr Devendra Kumar Agarwal (DIN 03579332). It is sumbitted that the Company is not carrying any business and not earning any profits. Accordingly, the Board of Directors (BOD) of the Company in their meeting held on 03.02.2021 resolved to voluntarily liquidate the Company.
4. Mr. Hariraj Shankar Singh Chouhan and Mr Devendra Kumar Agarwal, the Directors of the Company have declared on Affidavit dated 09.02.2021 that as per section 59(3) of the IBC, they have made full inquiry into the affairs of the Company and are of the opinion that the Company has no debts and the Company is not being liquidated to defraud any person. The Directors have appended to the affidavit above, audited financial statements and record of business operations of the Company of previous two financial years viz. year 2018-19 and 2019-2020. The details above
IN THE NATIONAL COMPANY LAW TRIBUNALMUMBAI BENCH-I CP (IB) No. 510/MB-I/2022 have been filed by the Company with the Registrar of Companies in form no. GNL-2 vide SRN No R96953849 on 09.02.2021.
5. The members of the Company in their Extra Ordinary General Meeting held on 08.03.2021 passed a Special Resolution to liquidate the Company voluntarily and to appoint Mr. Anish Gupta, the Insolvency Professional, having registration no: IBBI/IPA-002/IP- N00285/2017-18/10843 with a remuneration of Rs. 1,00,000/-exclusive of costs for performing the job of liquidation of the Corporate Person as required under section 59 of the Code.
6. 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 the Financial Express and Navakal (Marathi, Mumbai Edition) on 10.03.2021 inviting for the submission of claims due to Riskraft Consulting Limited by various stakeholders. The aforesaid public announcement was submitted to Insolvency and Bankruptcy Board of India (IBBI).
7. The Petitioner has submitted the resolution for the commencement of liquidation, the appointment of a liquidator and a public announcement made in the newspaper to the Registrar of Companies in E-Form MGT-14 vide SRN No. T06870208 on 02.03.2021.
8. The Petitioner notified the Registrar of Companies, Mumbai and the IBBI, New Delhi, Income Tax about the passing of a Special Resolution to liquidate the Petitioner Company.
IN THE NATIONAL COMPANY LAW TRIBUNALMUMBAI BENCH-I CP (IB) No. 510/MB-I/2022 9. The Liquidator did not receive any claims from the operational creditors, financial creditors, workmen, employees and other stakeholders under the advertisement published in the newspaper.
10. The Petitioner submits that the Company doesn’t have any Creditors, hence their consent for Special Resolution is not required.
11. The Liquidator has intimated his appointment to the Income Tax Officer, and also intimating that the Liquidator has taken into custody or control all assets, property, effects and actionable claims of the company and will be operating the bank accounts of the company for and on behalf of the company. The Petitioner has submitted the “No Objection Certificate” issued by Income Tax Department, Mumbai on 17.12.2021 wherein it is stated that no dues are pending against the Petitioner Company.
12. As per regulation 34 of IBBI (Voluntary Liquidation Process) Regulations, 2017, the Liquidator had duly opened a Bank Account in the name and style of “Riskraft Consulting Limited”– In Voluntary Liquidation” in ICICI Bank, Mumbai. The said Account was also closed on 05.07.2022.
13. The Liquidator has submitted his Preliminary Report dated 25.01.2021 as required under Regulation 9(1) of IBBI (Voluntary Liquidation Process) Regulation, 2017, during the hearing. In the report, the Liquidator has stated that the company is not doing any business and its books of accounts reflect that the company does not have any liabilities and Creditors nor there are any realizable assets.
14. The copy of the final report dated 26.02.2022 of the Liquidator is annexed to the petition, which shows the realization and payment to IN THE NATIONAL COMPANY LAW TRIBUNALMUMBAI BENCH-I CP (IB) No. 510/MB-I/2022 the members of the Company, containing the details as required under regulation 38 of IBBI (Voluntary Liquidation Process) Regulation, 2017. The said final report of the Liquidator is submitted with the Registrar of Companies and sent to IBBI.
15. The Liquidator has filed this petition before this Tribunal under section 59(7) of IBC seeking an order of dissolution of the Petitioner company.
16. On examining the submission made by the counsel appearing for the petitioner and the documents annexed to the petition it appears that the affairs of the company have been completely wound up, and its assets have been completely liquidated.
17. In view of the above facts and circumstances and the submissions made by the Liquidator the Company deserves to be dissolved. Accordingly, we direct that the company shall be dissolved from the date of this order.
18. The Petitioner is further directed to serve a copy of this order upon the Registrar of Companies, with which the company is registered, within fourteen days of receipt of this order. The Registrar shall take necessary action upon receipt of a copy of this order.
-sd- -sd- Prabhat Kumar Kishore Vemulapalli Member (Technical) Member (Judicial)
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