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In the matter of Zoe Jewels Private Limited

National Company Law Tribunal28 June 2024

Ratio decidendi

The rule this decision rests on

The Tribunal, having been satisfied that the Corporate Person's affairs have been completely wound up and its assets liquidated through a voluntary liquidation process under Section 59 of the Insolvency and Bankruptcy Code, 2016, holds that the corporate person is to be dissolved on that basis, and directs the Liquidator to file the order with the Registrar of Companies.

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

Judgment

As delivered

INTHENATIONAI,CoMPANYI,AwTRIBI.]NALMUMBAIBENCH_Vc.P.(iB) 12MB12023IN THE NATIONAL COMPANY LAW TRIBUNALMUMBAI, BENCH - VC.P.(IB) t2 MH-l2023lUnder Section 59 of Insoluency and" Bankruptc1 Code, 2016 read.with tlrc Insoluency and Bankruptcy Board of Indta (voluntaryLiqutdation Process) Regulations, 20 I 7.1 IIn the matter of ZOE JEWLS PVT.LTDGR, Flr 1 CTS No.96 | to 21 97 lto 9Vikas Centre, DrC.G Road WadavaliWadavali Village, Chembur MumbaiCity 40O 074.CIN:U5 1 900MH20 1 9PTC3 1 0306,. Corporate PersonMs. Pavitra Vyas....Liquidator forCorporate PersonPronotrnced: 28. 6.2024OCoram:MT. K. R. SAJI KUMAR, HON,BLE MEMBER (JUDICIAL)Ms. MADHU SINHA, HON,BLE MEMBER (TECHNICAL)llPargeIN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH - Vc.P,uB) t2 Mts12023

For the ApPlicant: Ar1v. Abhishek Adke, Ravindra Utture oRPER ' ' 1. This is a company Petition (Application) filed under section 59(7) of the Insolvency and Bankruptcy code, 2oL6 (IBC) read with the Insolvency and. Bankruptcy Board of India (Voluntary Liquidation process) Regulatio ns, 20 77 fVoluntary Liquidation Regulations), by a Corporate Person registered as a ComPanY, namely, Zoe Jeweis Rrt' Ltd., through the Insolvency Professional (Liquidator/Applicant), namely, Ms. Pvaitra Vyas for dissolution of the Corporate Person through voluntary liquidation and, accordingly, it has been submitted that all the requisite formalities for voluntary liquidation have been complied with. The present Application has been filed for the dissolution under Section 59(7) of the IBC. l.The Zoe Jewls Pvt. Ltd. is a Private Limited Company incorporated on 09.0 .2}lg,bearing cIN:US 1900MH20 19PTC3306, under the provision 1 of the companies Act, 2OL3, having its Registered office at GR, Floor 1 CTS No.96 I to 2l 97 L to 9 Vikas Centre, Dr C.G Road Wadavali Village, chembur Mumbai- 4ooo74, and having authorised share capital of. out of which the paid up share capital is Rs.3,50,0 o,oo / Rs.2,12,00,000/- divided into 21,20,000/- equity shares of Rs'10/-each. The corporate Person was engaged in the business of manufacturing, trad,ing and distribution of jewellery made from Gol&, silver, Platinum, Diamond.s, and other precious metals. Additionally, it was involved in buying, selling, importing, exporting' and trading various goods on both retail and wholesale basis. The also acted in multiple roles, including broker, agent, .,f.11+.; ffi. :gp *RS) \&t'

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENC}I - V c.P.(lB) t2MBl2023 i consultant, representing goods, merchandise, and. services on a broad scale, both in India and overseas' 2.It is submitted by the Applicant that the Board of Directors of the corporate Person has considered closing down the business of the corporate Person by way of voiuntary liquidation in accordance with the provisions of Section 59 of the IBC read with the Voluntary Liquidation Regulations, since the corporate Person was not carrying on any business and had limited financial resources' I 3.The Board of Directors (Board) uide Resolution dated 09'06'2022, decided to liquidate the corporate Person voluntarily. The Board, after having made full inquiry into the affairs, formed an opinion that the corporate Person will be able to pay its debts in full from the proceeds of its assets to be sold in the voluntary liquidation process and the Corporate Person is not being liquidated to defraud any person and filed a declaration to that effect' 4.The Applicant states that the Audited Financial Statements for the latest two Financial Years, 2}lg-2o2o and, 2o2o'2o21 have been provided under Section 59(3)(b)(i) of the IBC' S.On 17.06.2022, the Board passed a Special Resolution in the Extra ord"inary General Meeting to liquidate the corporate Person and to appoint the Applicant as the Liquidator, with a remuneration of Rs.1,75,000/- plus applicable taxes as per Regulation 7 of voiuntary Liquidation Regulations. The Liquidator is entitled to exercise all the powers in the process of voluntary liquidation of the corporate Person as required under Section 59 (3)(c)(i) of the IBC' 6.The Board, represented by its Directors Mr. Raghav Meghraj Parwani Mr. Jigar Narendra soni, have affirmed on affidavit d

INTHBNATIONALCOMPANYLAWTRIBUNALMUMBAIBI'NCH_V c.P.(IB) t2 MLtl2023 solvency of the corporate Person. Therefore, we presume that the corporate Person is not being liquidated to defraud any person. 71he Liquidator made a public announcement regard'ing the voluntarfz liquidation of the Corporate Person in Form A, in two newspapers, one in Free press Journal (English) and another in Naushaktl (Marathi) on 18.06.2022, calirrng upon the stakeholders, to submit their claims, if any, as required under Regulation 14 of the Voluntary Liquidation process Regulaticns '*,ithin 30 Cays frorn the date of commencement of liquidation i.e. 16.o7.2023. The public announcement was simultaneously submitted to the Insolvency and Bankruptcy Board of India (IBBI) as required under Regulation 14 of the voluntary Liquidation Regulations and published on its website on 18.06.2022. 8.The Liquidator on 22.06.2022, notified the Registrar of 'Companies, Mumbai (RoC), regarding the passing of a Special Resolution to liquidate the Corporate Person and for the appointment of Liquidator in e-Form MGT-14 uid.e SRN F08119687.The Liquidator has also intimated the RoC regarding the declaration of solvency by all the Directors duly verified along with financial report of 2 years in e-Form GNL-2 vide SRN F09046210 on 22.07.2022. The same along with the Public Announcement were physically submitted to the Roc, on 08.07,2022. 9.The Liquidator uide letter dated OB.C\7.2O22, has du1.1; intiraated tne Income-tax Department regarding the voluntary liquidation of tle Corporate Person in terms of the IBBI Circular No. IBBI/LIQ l45l2O2l dated. 15.11.2027, and the same has been acknowledged by that Department on 17.o7.2022. As such, 'No objection certificate' is not required from the Income-tax Department. 10.The Liquidator further submits that the she opened a bank (Liquidation Account) No.5020007O316338 in the name of "Zoe

INTHENATIONALCOMPANYLAwTIiII]UNALMTJMBAIBENCH_V c,P.(IB) 12 MBl2023

Private Limited in Voluntary Liquid.ation" on Q7.O7.2022 with HDFC Bank, for realisation and payment to the creditors and members' However, subsequently the Liquidator had to close the Liquidation Account on 03. to.2o22 (To signify the completion of the liquidation process under Regulation 47). Copy of the closure of Liquidation Account has been placed by the Liquidator on record. ' 1.The Liquidator has already submitted' Preliminary Report on 1 07.c8.2A22, stating the cietaiis of the capital structure of the corporate Person, its sharehold.ing and. estimated statement of assets and liabilities. The statement confirms that the bank balance of the Corporate Person is Rs. 1,59,75,1161-' 12.The Liquidator has filed final report dated LO.10.2O22, stating that voluntary tiquid.ation process of the Qorporate Person has been compieted by annexing Audited Accounts from March 2019 to March 2O2t Copy of this Application along with final report have been sent to the Roc in e-Form GNL-2 ulde sRN F28520633.A cogy has been end"orsed by Email dated 1O.LO.2O22 to the IBBI incompliance of Section 59(6) of the IBC read with Regulations 32, 34 to38 of the Voluntary Liquidation Process Regulations' 13.On consideration of the Application for voluntary iiquidation of the Corporate Person and hearing the Li'quidator, we order as follows: a) The affairs'of the Corporate Person have been completely wound up and its assets shall be liquidated.. We are of the considered view that this corporate Person, through its Liquidator, voluntarily liquidated so as to get it dissolved. Therefore, we hereby dissolve this Corpo'ut' Person directing the Liquidator to file this order with RoC and IN IHd- NVJIONVI'SONIdVNA I'V\A JdIANNVI' N]TI\IIIVI ITSNCIF _ N tzwslzoz:t c'a')ls( lgBI rvll}qiu It peds ;r-or-u }{re pele oJlqls orper )gaclrort SO\2 -)O( og }qa lusolreuc(,eup geu4:nd1c{. Copa )tgC(' -, "'J*"-^:iL 3ourdeu{, d3lrllou c'a')ts(tz Ntal zozt rs vrromep so/ sq/ - -svfI xnwvu II/IVI(HN SINHV v' u' luswssrt )rscnulcvr( NIsNIssu )cnqlctvr( /4:lfeu1el ,farpJlep I+na 3od{, oJ lOS1., ,Jraa 3odi, av eqY o

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