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In the matter of Wadia llSN India Limited

National Company Law Tribunal7 April 2022

Ratio decidendi

The rule this decision rests on

Where a corporate person has, through its liquidator, completed the voluntary liquidation process under Section 59 of the Insolvency and Bankruptcy Code, 2016, with its affairs wound up and its assets realised and distributed, and where the liquidator has filed the final report, the Tribunal may, on the liquidator's petition under sub-section (7) of Section 59, order the dissolution of the corporate person and direct the liquidator to file the order with the Registrar of Companies and the Insolvency and Bankruptcy Board of India within fourteen days.

Written by Miss Lucy from the judgment below, not taken from a headnote.

Judgment

As delivered

IN THE NATIONAL COMPANY I,AW'|RIBT]NAI,COIIRT-V, MIIMIIAI }ll INCI I c.P.(il1) 4491}/.t\120r9Undcr Scction 59 of IIIC. 2016In lhe matter ofM/s. Wadia llSN India LimitedOffice No. l, 3'd liloor, CcntriumBuilding, LIIS I{oad Villagc Kurla, NRPhoenix Markcl City Mall, Kurla WMumbai MII - 400070 IN... Corporatc Pcrson.Uday Vinodchandra Shah.... InsolvcncyProfcssional /LiquidatorOrder dclivered on: 07.04.2022Coram:Hon'ble Smt. Suchitra Kanuparlhi, Mcmbcr (Judicial)Hon'ble Smt. Anuradha Sanjay Bhatia, Mcmbcr ('l'cchnioal)

For the Applicant: Adv. Nirman Sharma, Adv. Alabh Lal and Adv. Mihir I'ambc

Per : Suchitra Kanuparthi, trilember (.ludicial)

ORDER t 1l ffi cr.P.( r t]) 4 497 IMB l2O 19 1. This is a company Irctition filcd undcr Section 59(l) of the Insolvency and Bankruptcy Code, 2016 (hereinafter called "Code") by a Corporate Person, namely Wadia IISN India Limitcd through the Insolvency Professional, namely, Mr. l-lday Vinodchandra Shah for dissolution of the Corporate Person through voluntary liquidation and accordingly it has proposed fbr voluntarily winding up under Section 59 'l'he of the Code, read with Rules and Rcgulations thcrcin. Corporate Person has completed requisite formalitics and proccdure of liquidation in compliance of law and has filcd this I'ctition lor its dissolution under Section 59(7) of the Code.

2. The Corporate Person was incorporatcd on 17.01 .1991, CIN No. u74999MI11991PLC059856, having I{cgistcrcd olfice at off no. - 1, 3rd Floor, Centrium Building, LRS Road Villagc Kurla, NIt I'}hocnix Market City Mall, Kurla W Mumbai City MI{ 400070 IN.

3. The Board of Directors ofthe Corporatc I'crson dccidcd to liquidate the company voluntarily. The Board of Directors, aftcr having made full inquiry into the affairs of the Corporate Pcrson, lormcd an opinion that the Company has no debt and the Company is not bcing liquidated to dcfraud any person and filed a declaration to thal ollbct and also filcd dcclaration of solvency in form GNL-2 with Registrar of Companics, Mumbai on 16.06.2017 as required under Section 59(3Xa) of thc Codc. 4. The Applicant enclosed the Audiled lrinancial Statcment for the latest two Financial Years 2015-2016 and 2016-2017 as providcd under Section 59(3XbXi) of the Code

2lirr c. P.( r l]) 4491 lMr\ 120 19 5. On 12.06.2017 the members of thc Corporate Person passed a Special Resolution in the Extra-Ordinary Gcneral Mceting to liquidate the Company and to appoint Mr. Uday Vinodchandra Shah, as the Liquidator, with a remuneration of Rs. 4,08,1201- exclusivc of costs of engaging other professionals, statutory expenses, expenscs incurtcd on publication of notices, other incidental cxpenses and applicablc taxes that may be incurred in the process of voluntary liquidalion of thc company for performing the job of liquidation of thc Corporatc Pcrson as rcquircd under Section 59 (3)(c)(i) of the Code. As on the datc of commencement of liquidation, the company did not havc any crcditors. IIencc no claims were received to the company.

6. The Directors, Mr. Bertrand ]llic Lucicn Louis Austruy, Mr. Christophe Didier Bombled, Mrs. Alison Whcldon IIughes, Mrs. Michele Anne Marie Larrieu, Mrs. Christinc Jeanne Suzannc F-lamand, Mrs. Magdalena Broseta Solano and Mr. Grcgory (icrard Itaymond David, has affirmed on affidavit, declaring the solvency of the company. Thcrefore, it can be said that the company is not liquidatcd to delraud any person. 7. The Liquidator notified the Rcgistrar of Companics, Mumbai on 16.06.2017 vide Form MGT-14 and IBIII, on 16.06.2020 vidc liorm A, about the passing of a Special Resolution to liquidate the Corporate Person. Further, the Liquidator has duly intimatcd thc Income-tax Department about the voluntary liquidation of the Corporatc Pcrson and as per the IBBI Regulations No. IBBI/LIQ/4512021 datcd 15.11 .2021 no 'l'ax objection certificate is required from thc Incomc Department. 8. The Liquidator made a public announccment regarding liquidation ofthe Corporate Person in two ncwspapcrs on 18.06.2011; gODrPArVy 3l=n!.- ,:{er" ',d "rt?f ,td -?nqfi6 I c.P.(tB) 4497lMBlzo19 in English and another in vernacular languagc, calling upon the stakeholders, if any, to submit their claims as required under Regulation 14 of IBBI (Voluntary Liquidation Process) I{egulations, 2017 (hereinafter called "IBBI Regulations").'l hc liquidator did not receive any claims in response to the public announcemcnt.

9. The Liquidator further submits thal thc liquidator opened a Bank account in the name of "Wadia BSN India Limited" in Voluntary Liquidation with Kotak Mahindra Bank lor rcalisation and payment to the creditors and members, subsequent to thc paymcnl to Creditors and Members of the Company the Liquidator has closcd the Liquidation Account. Copy of bank account is anncxcd to thc l'ctition.

10. The Liquidator submitted Preliminary I{cport on 15.07 .2017, which stated details of the Capital Structure of the company, sharcholding and estimated statement of Assets & Liabililics, thc statcment oonfirmcd that the Balance at bank is Rs. 3,76,2681-, 'l'ata liloater Irund rcgular plant is Rs. 10,179,618/-, Plant & Machincry is lls. 2151- and Furniture and fittings is Rs. 2,9221-.1'he Liquidator furthcr hlcd audiled accounts of liquidation and the statement in accordancc with Itcgulalion 38 IBBI (Voluntary Liquidation Process) Regulation s, 20 | I.

11. The Liquidator filed final rcporl datcd 28.12.2018, slating that liquidation process has been completed by anncxing Auditcd Accounts of liquidation. Finally, the Liquidator filcd this Petition alongwith final report and sent a copy of the final reporl t<l thc Itcgistrar of Companies, llllll Mumbai on 28.12.2018 vide Fotm GNL-2 and on 2

4lfl',- c.t,.( I Il ) 41197 lMly2o l9 (Compliance of Section 59(6) of Codc, rcad with Itcgulation 32 and 34- 38 of IBBI Regulations.) 12. No asset remains to be realiscd 13. Distribution made to stakeholdcrs - Name of the Stakeholder Amount of Amount of Settlemcnt (in Distribution (in rNR) INIr) Danone S.A. 1,06,88,884 1,06,88,884 Gregory Raymond David t7 t7 Alison Wheldon Hughes t7 t7 Bertrand Elie Lucien t7 t7 Christophe Didier Bombled t7 t7 )'l )) Kaioz Dara Nalladaru Nowrosjee Wadia and Sons 1,07,36,001 1,07,36,001 Limited (Successor to N.W. Exports Limited as pcr merger order)

14. There are no litigations for or against thc corporatc pcrson

ORDER 15. On the Petition filed by thc Liquidator undcr sub-scction 7 of Section 59 of the Codc for dissolution of this Corporate Pcrson, tvc have noticed that the affairs of the Corporatc l)crson havc b wound up and its assets arc liquidated. Wc arc of thc consi 5 | r:',-

3"{ r'Uil ,s c.P.( rr]) 4,197 lvt l2Ot9 this Corporate Person, through its Liquidator. voluntarily liquidatcd itself so as to get dissolved, thercfore, wc hcrcby dissolvc this Corporatc Person directing the Liquidator to file this ordcr with conccrned Ilcgistrar of Companies and IBBI within 14 days thcrcol. (Compliancc of Scction 59 (7-9) of the Code). 16. Accordingly, this Company Petition is allowcd.

sd/- sd/- Anuradha Sanjay Bhatia Suchitra Kanuparthi Member (Technical) Mcmbcr (Judicial)

CoPY. Certilied'[rue H'jTE{.rJl'3x' ffi:{#"ixix Lalv Natronal CornPanY Govetnment of lndia I

5lir;',

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