2022 (10) TMI 145

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....ivate Limited (Corporate Person) was incorporated under the provisions of the Companies Act 1956, on 8th November, 2011 having CIN: U60230AS2011PTC010764, as a private company limited by shares with Registrar of Companies, Shillong. The Authorized Share Capital of the Company is Rs. 10,25,00,000 (Rupees Ten Crore Twenty-Five Lakhs only) divided into 1,02,50,000 equity shares of Rs. 10 each and paid up share capital of Rs. 10,01,00,000 (Rupees Ten Crore One Lakh only) divided into 1,00,10,000 equity shares of Rs. 10 each. 3. The main object of the Company is to carry on the business of Transport operators, carriage agents, and to undertake carriage contracts from Govt. and other private parties and to acquire, maintain, take on hire or acquire on hire purchase basis or on installment system or otherwise all types of Vehicles including truck, buses, trailers etc. for transportation business and to let, sub-let or otherwise carry-on business of goods and passengers. 4. At present there are two directors in the Board of the Company Sl No. DIN Full Name Designation 1 05105554 Purnanand Pareek Director 2 07612133 Ghan Shyam Sharma Director 5. ....

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....g the latest practicable date before making declaration of solvency in FORM GNL-2 with Registrar of Companies vide SRN T73058596 dated 19.01.2022. 6.6 Pursuant to the provisions of Section 59(3)(c)(i) of IB Code, 2016 read with VLP Regulations, 2017, members of the Company have approved and passed special resolution at the Extra-Ordinary General Meeting (EOGM) held on 17.01.2022 to voluntarily liquidate the Company and appointed Mr. Amit Pareek Insolvency Professional (IBBI Registration No. IBBI/IPA-002/IP-N00413/2017-18/11205) as liquidator of the Company. There were no creditors in the company, hence the requirement of the Special Resolution being approved by creditors having 2/3rd value of shares as required under proviso to sub-section (3) of Section 59 does not arise. 6.7 Upon confirmation of the appointment of Mr. Amit Pareek as liquidator and in compliance to the provisions of Regulations 14 of VLP Regulations, 2017 the liquidator made public announcement in Form A of Schedule I in "Amar Asom" (Assamese) and "The North East Times" (English) having wide circulation on 19.01.2022 inviting claims due to Applicant on or before 16.02.2022. The copy of the said public announ....

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....y one prospective buyer who has submitted EOI and participated in the bidding process hence, the Corporate Debtor sold the entire shares to him and accordingly deposited the balance amount to Corporate Debtor account via Cheque dated 22.02.2022. 6.15 The Liquidator has submitted a list of stakeholders 17.02.2022 to IBBI based on details in the books of accounts and other records of the company. 6.16 The Liquidator in pursuance to the Regulations 9 of the VLP Regulations, has prepared and submitted the Preliminary Report to the Corporate Person on 17.02.2022. 6.17 As per Regulation 38(2) of the VLP Regulations the Liquidator has prepared the final report and placed it before the contributories in the contributory meeting held on 5th March, 2022. The same is approved by the Contributories unanimously in the meeting. Thereafter, Liquidator has submitted the Final Report, to Insolvency and Bankruptcy Board of India (IBBI) & ROC through e-mail dated 08.03.2022 and through registered post dated 07.02.2022 stating that the liquidation process has been conducted, investment in the shares of TNE AAC PRIVATE LIMITED disposed of and the proceeds thereof has been distributed among the....

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.... ii. Minutes of Board and Shareholders meeting from 01.04.2018 onwards: However, on examination it is observed that the following minutes of Board meetings and General Meeting have not been submitted: a) Minutes of Board Meeting held on 01.09.2021, in which the board of director has approved audited Financial Statement for the FY 2020-21. b) Minutes of Board Meeting held on 13.12.2021, in which the board of director bas approved the Balance sheet and Profit and Loss Account as or 30.11.2021. c) Minutes of Board Meeting held on 03.03.2022, in which the board of director has approved the Balance sheet and Profit and Loss Account as on 03.03.2022. d) Minutes of Annual General Meeting held on 12.11.2021, in which the shareholders have adopted the audited Balance sheet and Profit and Loss Account for the FY 2020- 21 As per minutes of Board Meeting held on 11.03.2020 & 13.03.2020 the board of director have not approved for making investment of Rs 4,90,00,000/- & Rs. 65,00,000/- respectively in Redeemable Non-Convertible Preference Shares of TNE AAC Private Limited. iii. Registrar of Members, Investment Register and other Statut....

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....Company has appointed the whole time Company Secretary in the Board Meeting held on 01.04.2019 and intimated to ROC (NER) by filing Form DIR-12 vide SRN No. H56380579 dated 24.05.2019 and thereafter filed an Application No. CP No. 10(441)/S. 203/2019 under section 441 of the Companies Act, 2013 for compounding of offence under section 203 (1) of the Companies Act, 2013 r/w Rule 8/8A of Companies (Appointment & Remuneration and Managerial Personnel) Rule, 2014, before the Regional Director (NER), Guwahati. 8.5 The aforesaid Application CP No. 10(441)/S. 203/2019 was disposed of by the Ld. Regional Director 8.6 vide order dated 17-06-2019 & Order No RD/(NER)/S441/2019/51, wherein the Ld. Regional Director (NER) compounded the offence committed by the Applicant u/s 203(1) of the Companies Act 2013, and directed the ROC(NER) to take necessary actions u/s 441(3)(d) of the Companies Act, 2013 within seven days from the receipt of this order copy. 8.7 The certified copy of the aforesaid Order dated 17-06- 2019 is duly filed by the company in E-form INC-28 on 18-07- 2019 vide SRN H77862340 along with the proof of payment of challan of compounding fee as imposed on the Corporate Pe....

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....ate Person. The said Final Report also filed with Registrar of Companies in e-Form GNL-2 vide SRN T84689520 dated 07.03.2022. 10.4 The Liquidator also obtained necessary bank account closer certificate, by closing all the bank accounts of the corporate person maintained with the State Bank of India, West Guwahati Branch, Guwahati-Assam, after distribution of entire proceed & payment of liquidation expenses. 10.5 The case no. 445(s) of 2017 pending before the Chief Judicial Magistrate, Shillong has been withdrawn by the ROC. Hence, the company does not have any pending litigations which would impact its financial position, proper books of accounts as per law have been maintained, and the company did not have any liability for which there were any foreseeable material losses. 10.6 The Company is not involved in any kind of business activities, wherein the public interest at large is involved or it is going to be affected adversely in case such dissolution of the Company is ordered. 11. Considering the above facts, documents submitted, submissions made, we are of the considered view that the present petition should be allowed. Consequently, this Adjudicating Authority in e....