2022 (6) TMI 1050 - Tri - Companies Law

Tribunal orders winding up of IDCNPL under Companies Act, 2013

The Tribunal ordered the winding up of Infrastructure Development Company of Nagaland Pvt. Ltd (IDCNPL) under Section 271(e) of the Companies Act, 2013. ... Seeking winding up of the Respondent Company - Section 271(e) & 272 of Companies Act, 2013 - HELD THAT:- On perusing documents submitted, submissions made and pursuant to the approval granted by the Management Committee of IL & FS IIDC Fund in the capacity of shareholder of the Respondent Company along with the Board Resolution dated 22nd June, 2021 passed by IL & FS Financial Services Limited in the capacity of the unit holder of IIDC Fund and the Board resolution dated 25th June, 2021 of the new Board of IL & FS, as the parent company of IFIN and the approval of Hon’ble Justice (Retd.) D.K Jain for initiation of the winding up proceedings vide letter dated 7th July, 2021 it is deemed just and equitable that the company be wound up as prayed by the Petitioner. The order is hereby passed for winding up of the Company, Infrastructure Development Company of Nagaland Pvt. Ltd., under the provisions of Section 271 (e) of the Companies Act, 2013; with stipulated directions - application allowed. Issues Involved:1. Application for winding up under Section 271(e) & 272 of the Companies Act, 2013.2. Non-functional status of the Respondent Company since April 2008.3. Approval from Hon'ble Justice (Retd.) D.K Jain and other necessary stakeholders.4. Absence of objections from stakeholders and authorities.5. Appointment of a Company Liquidator and related directions.Issue-wise Detailed Analysis:1. Application for Winding Up Under Section 271(e) & 272 of the Companies Act, 2013:The application was filed seeking an order for the winding up of the Infrastructure Development Company of Nagaland Pvt. Ltd (IDCNPL) under Sections 271(e) and 272 of the Companies Act, 2013. The petitioner sought the appointment of a liquidator from the Central Government's panel and other necessary reliefs.2. Non-functional Status of the Respondent Company Since April 2008:The Respondent Company was incorporated as a joint venture between the Government of Nagaland and IL & FS for managing publicly funded infrastructure projects. However, since April 2008, the company has had no business operations or revenue streams. The company's allotment for hydro power projects was revoked, leading to its non-functional status. The Board resolved to return funds and initiate closure steps in 2015 and 2018.3. Approval from Hon'ble Justice (Retd.) D.K Jain and Other Necessary Stakeholders:The petitioner obtained necessary approvals from various stakeholders, including Hon'ble Justice (Retd.) D.K Jain, who granted approval for the winding-up proceedings on 7th July 2021. The approval was subject to conditions such as presenting the proposal before the Tribunal and ensuring no bearing on ongoing investigations.4. Absence of Objections from Stakeholders and Authorities:The Tribunal noted that no objections were raised by any stakeholders or authorities, including the Registrar of Companies (ROC). Notices sent to the Respondent Company were returned unserved, and no stakeholders appeared to contest the winding-up petition.5. Appointment of a Company Liquidator and Related Directions:The Tribunal appointed Mr. Ujwal Kumar Kalita as the Company Liquidator with directions to take possession of the company's assets and properties and submit quarterly progress reports. The company was restrained from disposing of its assets and properties. The Liquidator's fee was fixed and to be paid by the petitioner, recoverable from the proceeds of the company's assets if available.Order:The Tribunal ordered the winding up of IDCNPL under Section 271(e) of the Companies Act, 2013. The Liquidator was directed to communicate the order to the ROC and other statutory authorities. The Tribunal allowed the Liquidator to file for early dissolution if no assets were found, and the business was deemed unsustainable. The petition CP No. 08/GB/2022 was allowed and disposed of with the above directions.