2022 (8) TMI 1202

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....ss of import, export, production, preparation and manufacture of and dealing in vegetable oils of every type. 3. That the following statements have been made in the petition:- a. The Applicant Company is not carrying any business since January, 2018 and had limited financial resources to continue with the business activities. b. In a meeting of the Board convened on 08.03.2019, a resolution was passed for filing the declaration of solvency for voluntary liquidation of the Company in terms of Section 59 of the Code read with the IBBI Regulations and proposed the appointment of Mr. Neeraj Parmar having IBBI Registration No. IBBI/IPA-002/IP-N00485/2017-2018/11447 as the Liquidator to the members of the Company. A Declaration of Solvency dated 08.03.2019 accompanied with Audited Financial Statements and record of business operations of the Applicant Company was submitted by the Director's as per requirement of Sec. 59(3)(a) of the Code. The e-Form MGT-14 and e-Form GNL-2 was filed with the Registrar of Companies, NCT of Delhi vide SRN H47415476 dated 16.03.2019. c. Pursuant to the provisions of Section 59 and other applicable provisions of the Code, the Extra-ordinary Genera....

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.... required to prepare a list of stakeholders on the basis of claims submitted and accepted. The list of stakeholders along with claim and settlement of the same was annexed as Annexure O. h. In terms of Regulation 9 of the IBBI Regulations, the Liquidator submitted a preliminary report to the company on 22.04.2019. i. In compliance with the Voluntary Liquidation Regulations, the liquidator verified the claim so submitted by the operational creditor during the liquidation period and accepted the same after verification on 03.05.2019. j. The old bank account of the Applicant Company maintained with the CITI Bank, Connaught Place Branch (Account No. 520266003) was closed and the balance was transferred to the liquidation bank account on 29.05.2019 and 03.06.2019. k. During the liquidation period, a demand was erroneously raised by the Income Tax Department against the amount of refund claimed by the Applicant Company in the Income Tax Return filed for the Assessment Year 2017-18 on 30.11.2017. However, the same was rectified by the Income Tax Department vide an order passed on 10.07.2019 and admitted the amount of refund claimed by the Company. There was also a request for issu....

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.... the liquidation remained pending on 07.03.2021. Thus, the liquidator convened the second meeting of contributories on 22.03.2021, where the contributories took note of the Annual Status Report presented by liquidator, indicating the progress in liquidation process and accounts of liquidation showing the receipts and payments made pertaining to liquidation since the liquidation commencement date. t. After meeting all the liabilities and liquidation expenses, the liquidator disbursed all the available funds in the Company's Bank Account to Sime Darby Plantation Berhad (Non-Resident Shareholder holding 99.99% of the equity shares of the Corporate Person), since Datuak Franky Anthony Dass (the Other Shareholder holding 0.01% of the equity shares of the Corporate Person) held the share as the nominee shareholder of Sime Darby Plantation Berhad on 06.07.2021, in accordance with the provisions of the Code and Voluntary Liquidation Regulations. u. Subsequent to the payment of Liquidation expenses and disbursement of available funds to the contributory, the liquidator closed the liquidation account opened with the Kotak Mahindra Bank on 16.12.2021. v. The Liquidator received inst....

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....le to comment further whether liquidator has complied regulation 37(2) of the IBBI (Voluntary Liquidation Process) Regulations, 2017. 6. Further, the Applicant has filed reply to the observations raised by the Registrar of Companies, NCT of Delhi and Haryana, in its status report dated 11.05.2022, vide Affidavit dated 21.05.2022 and submitted that: a. The Company was not carrying on any business activity since January, 2018. b. The Board of Directors of the Company resolved to voluntarily liquidate the affairs of the Company on 08.03.2019, which was further approved by the members if the Company at their extra-ordinary general meeting held on 08.03.2019 i.e. liquidation commencement date in terms of the Regulation 2(C) of the IBBI (Voluntary Liquidation Process) Regulations, 2017. c. Pursuant to Regulation 4 of the IBBI (Voluntary Liquidation Process) Regulations, 2017, the Company ceases to carry on its business upon commencement if liquidation. d. The Company commenced its voluntary liquidation and ceased to carry out its business on 08.03.2019 i.e. prior to the closing of the financial year 2018-19. Thus, the company was not required to conduct its Annual General Meetin....