2021 (10) TMI 694 - Tri - Companies Law

National Company Law Tribunal Kochi: Winding Up of Amaravathi Eye Care Hospital

The National Company Law Tribunal, Kochi Bench addressed issues concerning the winding up of M/s. Amaravathi Eye Care Hospital Private Limited. The ... Seeking appointment of Company Liquidator - seeking direction to the directors and officers of the Company to submit to the Liquidator, within 30 days from the date of order, the books of accounts of the company completed and audited upto the date of the order - seeking direction to the directors and officers of the Company to submit the statement of affairs of the Company under Section 274(1) - service of notice to the petitioner to whom the order required to be served - seeking order to constitute a winding up committee under Section 277(4) to assist and monitor the progress of liquidation proceedings - seeking permission to the Company Liquidator to submit the report under Section 181(1) read with Rule 25(1) within 60 days from the date of the order in this IA - seeking order to fix the fee of the Provisional Liquidator and the Company Liquidator - Sections 241, 242, 59 read with 447 of the Companies Act, 2013. HELD THAT:- The applicant herein is appointed as the Liquidator. However, this Tribunal issued Form WIN -8 appointing Shri Mukesh K.P applicant herein as the Provisional Liquidator. Without objecting to the appointment as “Provisional Liquidator” instead of “Liquidator” the applicant performed his duties and submitted a report on 30.03.2021 and filed Form INC-28 before the RoC Kerala. In the report it is stated that there was no co-operation from the side of the Directors or Officers of the Company. Now stating that he has been appointed as Liquidator by this Tribunal vide its order dated 19.03.2021, an order appointing him as “Company Liquidator” in Form WIN 11,12 and 13 is necessary to complete the duties assigned to him by this Tribunal. On-going through the relevant rules, it is found that the correct Form to be issued to the applicant is Form WIN 11,12 and 13. Since the Liquidation order has already been passed by this Tribunal vide order dated 19.03.2021, some of the other reliefs sought by the applicant are not to be considered at this stage - this Tribunal is to constitute a Winding Up Committee to assist and monitor the progress of liquidation proceedings by the Company Liquidator. Seeking prayer for further 60 days’ time - HELD THAT:- Since more than 6 months already taken by the Provisional Liquidator, this Tribunal is of the opinion that 30 days more time can be granted to the Company Liquidator to complete his duties and submit the report. Fees of the Provisional Liquidator and Company Liquidator - HELD THAT:- This Tribunal fix the fee of ₹ 50,000/- for completing the winding up proceedings. This fee shall be paid by the petitioner to the company Liquidator on completion of his duties and submitting the winding up report before this Tribunal. Application disposed off. Issues Involved:Appointment of Company Liquidator, Submission of Books of Accounts, Statement of Affairs, Constitution of Winding Up Committee, Submission of Report, Fixing of FeeAppointment of Company Liquidator:The application filed under Rule 11 of the NCLT Rules sought the appointment of a Company Liquidator for M/s. Amaravathi Eye Care Hospital Private Limited. The Tribunal had previously allowed the winding up of the company and appointed a Liquidator. However, it was noted that the Liquidator was initially appointed as a Provisional Liquidator, and the correct forms (WIN 11,12,13) for the appointment as a Company Liquidator needed to be issued to complete the duties assigned by the Tribunal.Submission of Books of Accounts and Statement of Affairs:The directors and officers of the company were directed to submit the books of accounts completed and audited up to the date of the order. However, due to lack of cooperation, the Liquidator could not submit the audited books of account. The Liquidator took steps to collect necessary information but faced challenges in obtaining details of assets, bank accounts, and cash balances. The Federal Bank was identified as the only fully secured creditor of the company.Constitution of Winding Up Committee:The Tribunal decided to constitute a Winding Up Committee to assist and monitor the progress of liquidation proceedings. The committee would comprise the Company Liquidator, an official Liquidator, a nominee of secured creditors, and a professional nominated by the Tribunal. The committee's role included tasks such as taking over assets, reviewing audit reports, and finalizing lists of creditors.Submission of Report and Fixing of Fee:The Liquidator had filed a provisional report and sought additional time to complete the winding up process. The Tribunal granted 30 days for the submission of the winding up report. Additionally, the fee of the Provisional Liquidator and Company Liquidator was fixed at Rs. 50,000 and Rs. 75,000 respectively, to be paid by the petitioner upon completion of duties and submission of the winding up report.This judgment by the National Company Law Tribunal, Kochi Bench addressed various issues related to the winding up of M/s. Amaravathi Eye Care Hospital Private Limited. The Tribunal appointed a Company Liquidator, directed the submission of books of accounts and statement of affairs, constituted a Winding Up Committee, provided additional time for report submission, and fixed the fee for the Liquidator. The decision aimed to streamline the liquidation process and ensure compliance with relevant legal provisions under the Companies Act, 2013.