In the matter of Three Info Systems Private Limited
- CitationCP (IB) No.448-MB-I-2022
Ratio decidendi
The rule this decision rests on
Where a corporate person has been voluntarily liquidated under the Insolvency and Bankruptcy Code, 2016, and the liquidator's final report and the record before the Tribunal show that the company's affairs have been completely wound up and its assets fully liquidated, the Tribunal may order the dissolution of the company under section 59 of the Code, the 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 Three Info Systems Private Limited [CIN: U72000MH2002PTC137891 through Liquidator Mr. Sekar Ananthanarayan, the Insolvency Professional, having registration no: IBBI/IPA-003/IP-N00052/2017-18/10492, to initiate voluntary liquidation proceedings under Code, and consequently to dissolve the Company. The Corporate Person has complied with requisite
IN THE NATIONAL COMPANY LAW TRIBUNALMUMBAI BENCH-I CP (IB) No. 448/MB-I/2022 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 15.11.2002 as a private company limited by shares with Registrar of Companies, Mumbai. The Authorized Share capital of the company is Rs. 12,00,000/- divided into 1,20,000 equity shares of ₹10/- each. The Paid-up Share Capital of the Company is Rs.12,00,000/- divided into 1,20,000 equity shares of ₹10/- each. The Registered office of the Company is situated at Unit No.1001-C, Plot- C70, The Capital, B-Wing G-Block, Bandra Kurla Complex, Bandra (East) Mumbai Bandra Suburban Maharashtra 400051, India.
3. The Company, at present, has three directors Mr. Christopher John Sanderson (DIN: 01080223), Mr. Edith Shih (DIN: 01253852) and Mr. Sanjay Jagdish Luthra (DIN : 01625586). 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 19.06.2018 resolved to voluntarily liquidate the Company.
4. Mr. Christopher John Sanderson and Mr. Edith Shih, both the Directors of the Company have declared on Affidavit dated 19.06.2018 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. Mr. Sanjay Jagdish Luthra, Director of the Company has declared on Affidavit dated 27.06.2018 that as per section 59(3) of the IBC, he has made full inquiry into the affairs of the Company and is of the opinion that the Company has no debts
IN THE NATIONAL COMPANY LAW TRIBUNALMUMBAI BENCH-I CP (IB) No. 448/MB-I/2022 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 2015-16 to 2016-17. The details above have been filed by the Company with the Registrar of Companies in form no. GNL-2.
5. The members of the Company in their Extra Ordinary General Meeting held on 03.07.2018 passed a Special Resolution to liquidate the Company voluntarily and to appoint Mr. Sekar Ananthanarayan, the Insolvency Professional, having registration no: IBBI/IPA- 003/IP-N00052/2017-18/10492 with a remuneration of Rs. 1,00,000/- plus applicable rates of GST 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 Business Standard and Mumbai Lakshdeep (Marathi, Mumbai Edition) on 03.07.2018 inviting for the submission of claims due to Three Info Systems Private Limited by various stakeholders. The aforesaid public announcement was submitted to Insolvency and Bankruptcy Board of India (IBBI) on 15.07.2018.
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. G93381309 on 20.07.2018.
IN THE NATIONAL COMPANY LAW TRIBUNALMUMBAI BENCH-I CP (IB) No. 448/MB-I/2022 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.
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 07.05.2019 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 “Three Info Systems”– In Voluntary Liquidation” in IDBI Bank, Borivali West Branch, Mumbai. The said Account was also closed, effective from 21.12.2019.
13. The Liquidator has submitted his Preliminary Report dated 10.08.2018 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
IN THE NATIONAL COMPANY LAW TRIBUNALMUMBAI BENCH-I CP (IB) No. 448/MB-I/2022 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 14.01.2022 of the Liquidator is annexed to the petition, which shows the realization and payment to 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 Virendrasingh Bisht Member (Technical) Member (Judicial) /SP/
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