Allowed

In the matter of Sidhivinayak Financial Services Limited [07]

NCLT1 Dec 202107

Case brief

AI extract

What is this about?

The Tribunal dissolved Sidhivinayak Financial Services Limited following a voluntary liquidation application supported by declarations, audits, and reports filed with the RoC and IBBI, where the company had no creditors and assets were distributed.

What did the court decide?

The company is hereby dissolved with effect from the date of the present order. The Liquidator is directed to communicate this order to the RoC and other statutory authorities.

In the matter of Sidhivinayak Financial Services Limited… — Insolvency and Bankruptcy | NCLT (2021)

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National Company Law Tribunal, Chandigarh Bench

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Corporate Bhawan, Plot No.4-B. Ground Floor, Sector 27-B, Madhya Marg, Chandigarh

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Ref: NCLT/Chd/Reg/ 63o Dated:

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CP (IB) No. 07/Vol./Chd/Hry/2019 U/s 59 of the IBC, 2016

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In the matter of: Sidhivinayak^{Financial Services Limited}

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..Applicant Company

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To, Sidhivinayak Financial Services Limited Regd. Office at: 9- H, First Floor, Moulsari Avenue DLF City, Phase-3, Gurgaon- 122002 (Haryana)

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Please find enclosed herewith a certified cop y order dated 01.12.2021, for your information and necessary action.

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Encl: Copy of order

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(&h. Kartitleya Verma) Registrar NCLT, Chandigarh Bench

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THE NATIONAL COMPANY LAW TRIBUNAL CHANDIGARH BENCH, CHANDIGARH (Exercising powers ot Adjudicating Authority under the Insolvency and Bankruptcy Code, 2016) (through web-based video conferencing platform)

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CP (1B) No.07/Vol./Chd/Hry/2019

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Under and Bankruptcy Section 59 Code, of the Insolvency 2016

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In the matter of :

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Sidhivinayak Financial Services Limited having^its registered^{office at} 9-H, First Floor, Moulsari Avenue DLF City, Phase-3 Gurgaon 122002 (HR) CIN: U65999HR2012PLC045962

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...Applicant Company

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Judgment delivered on: .12.2021

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Coram: HON'BLE MR. HARNAM SINGH THAKUR, MEMBER (JUDICIAL) HON'BLE MR. SUBRATA KUMAR DASH, MEMBER (TECHNICAL)

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Present through Video Conferencing:

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For the Applicant Company Mr. Rattan Lal, Practising Company Secretary Mr. Yogesh Putney, Advocate For the Income Tax Department

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Per: Subrata Kumar Dash, Member (Technical)

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JUDGMENT

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The present Company Application is filed under Section 59 of Insolvency^& Bankruptcy Code, 2016 read with Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations., 2017 by the Liquidator, Mr. Mast Ram, on behalf of the Applicant Company "Sidhivinayak Financial Services Limited", seeking an order for dissolution of the Applicant Commpany.

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&**** The relevant facts in the present Company Application are as Cha re igam nder: der:

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CP (1B) No.07/Vol./Chd/Hry/2019

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() The Applicant Company, e., M/s Sidhivinayak Financial Services Limited (under voluntary liquidation), was incorporated on 16.05.2012 having CN U65999HR2012PTC045962, under the provisions of the Companies Act, 1956, with the Registrar of Companies, NCT of Delhi and Haryana, as a Private Company limited by shares and, thereafter, converted into Public Company limited by by shares dated 21.03.2015 having CIN U65999HR2012PLC045962 under Section 18 of the Companies Act, 2013. It is having its registered office at 9 H, First Floor, Moulsari Avenue DLF City, Phase 3 Gurgaon 122002 HR. A copy of previous certificate of incorporation and fresh certificate of incorporation are part of Annexure-1 of the application.

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(i) (i) The Memorandum of Association along with Articles of Association of the Company and true copy of Master Data have been attached as Annexure-1 and Annexure-2 respectively in the main application. (ii) It is stated that the applicant company was incorporated to cary on the business of Non-banking Financial Institutions under the Reserve Bank of India Act, 1934 but due to the legal constraints the Company was unable to get the approval from RBI. Hence, it was not eligible to commence its business operations since incorporation. The Board of Directors of the Company in its meeting on 12.01.2019 has passed a resolution for Voluntary Liquidation of the Company in terms of Section 59 of the IBC, 2016 subject to the approval of members in the EOGM in the Company. The copy of notice and minutes of the said board meeting dated 12.01.2019 is EBenc attached as Annexure-3 of the application.

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EBenc

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CP (1B) No.07/Vol./Chd/Hry/2019

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(iv) It is further stated that in Order to meet statutory requirements of the provisions of Section os or the 18&B Code, the Directors of the Company filed the deciaration of solvency with RoC. The copy of Declaration of Solvency duly signed by the Directors is at Annexure-4 of the application and the copy of audited financial statements^{ofthecompanyfortheyears2016-17,2017-18and} 2018-19 till 31.12.2018 and 01.01.2019 till 27.08.2019 is at Annexure-5 of the application.

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(vIt is further stated that the members constituting 100% of the company have approved the proposal of voluntary liquidation of the company and have appointed Mr. Mast Ram, Insolvency Professional, having Registration No. IBB/IPA-002/IP NO0211/2017-18/10664 to act as Liquidator of the Company in its Extra Ordinary General Meeting held on 24.01.2019. The minutes of the aforesaid EOGM is attached as Annexure-6 of the application.

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(vi) It is also reported that on the commencement of liquidation process, the liquidator duly informed the Registrar of Companies and IBBI in Form GNL-2 and MGT-14 along with a copy of special resolution passed in EOGM. The aforesaid copy of E-forms and challan filed with RoC are attached as Annexure-7 and 8 respectively of the application.

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(vii) It is also stated that the liquidator has made public announcement of commencement of liquidation in Form A, "Financial Express",

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cEnglish Newspaper on 26.01.2019 and Jansatta", Hindi /Newspaper on 27.01.2019, inviting claims of stakeholders, if any, to

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Ca be submitted on or before 22.02.2019. Copies of public

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CP (18) No.07/Vol./Chd/Hry!/2019

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announcements made in the newspaper publication have been attached with present application as Annexure-9.

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It is also submitted that in terms of Section 178 of Income Tax Act, (vii) 1961,^the Liquidator^{videletterdated15.03.2019intimatedthe} Income^{TaxOfficer regardinghis appointment as Liquidator and the} same is^{attached as Annexure-12 of the application.}

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It is further^{submittedthattheliquidatorisrequiredtoverifythe} (ix) claims within³⁰ days. Since,^{therearenocreditorsinthe company} therefore,^{noclaimwassubmittedby any creditor and the liquidator} prepared^{thelistwith"NIL"stakeholders(Annexure-14ofthe} application).

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It is further stated that as required under Regulation 9 of the (x) Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017, the liquidator prepared the Preliminary Report as on 26.02.2019 which is attached as Annexure-15 of the application.

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(xi) The applicant Liquidator has opened a separate Bank Account in the name of "Sidhivinayak Financial Services Limited in voluntary liquidation" on 03.04.2019, for realization and payment to the members as per the statutory requirement of regulations. The aforesaid liquidation account was closed on 10.05.2019

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(xii)

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It is further stated that as per final report, the Liquidator has released the assets which includes cash in hand, short term loans&

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advances and cash at bank. The assets were finally distributed on 27.08.2019.

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/The applicant Liquidator further states that the Auditor's certificates

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on the liquidation, showing receipts and payments pertaining to

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CP (1B) No.07/Vol./Chd/Hry/2019

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and liquidation^sincethe date of its commencement are a pa parcel of final report dated 14.10.2019 as per Annexure-17 of the application.

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It is further repoted that a copy of the final report has been

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(xiv) submitted^{totheRegistrar of Companies on 20.10.2019and to1BBI} on^{15.10.2019 viaemail.Acopy ofE-formFormGNL-2alongwith} challan^{andacknowledgementofsubmittingthefinalreportwith} IBBl^{are attached as Annexure-18 of the application.}

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The applicant^{liquidatorhasfurtherinformedthathavingmade} (xv) necessary^{payment totheshareholders of thecompany as wellas} income tax, the liquidator^{has closed down the liquidation account.} 3. When the matter^{washeardon16.12.2019,thisBenchhad} directed that notices be^issued to the RoC,^{IBBIandtheIncomeTax} Department.^{TheIBBIhas filed its} report^{videDiaryNo.1249 dated14.02.2020} wherein it has been stated that the company^{has notifiedtheIBBIwithregardto} the resolution of the voluntary liquidation within 7 days. The Income lax Department has filed its report vide Diary No.1324 dated 18.02.2020 wherein there has been no objection to the voluntary liquidation of the Company. The RoC has also filed its report vide Diary No.181 dated 17.02.2020 wherein it has been stated that there are no inquiry/inspection/complaint/legal action pending against the Company.

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Having heard Mr. Rattan Lal, learned Authorised Representative of the Liquidator of the applicant company and Mr. Yogesh Putney, learned Senior Standing Counsel for the Income Tax Department and after going through the contents of present application, the merits there of is duly considered in the light of thestatutory provisions of Section 59 of the IBC read with other relevant dRegulations.

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CP (18) No.07/Vol./Chd/Hry/2019

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IS In the present case, it may be seen that the Company incorporated to carry on the business of NBFC, but it was unable to get the 0proval from Reserve Bank of India. The Company has not commenced the appr bu since its incorporation. In this background, the^members of the camoany^{initsEOGMdated24.01.2019havealsoresolvedtoliquidatethe} company. co^{Further,theapplicanthasinformedtheconcernedauthoritiesi.e.} BBI,^{ROCandIncome Tax Department and has alsomade paper publicationin} has completed^thefinal Form^{Aintwonewspapers.The} Liquidator distribution^{ofassets andhasalsoclosedthebankaccount.The} voluntary liquidator^{hasalsopreparedandsubmittedthefinalreporttotheIBBIon} 15.10.2019^{viae-mailandRoCon20.10.2019.The} Application is duly supported by^{theaffidavitoftheVoluntary Liquidator.}

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6 In view of the^{discussionforegoing,theapplicantCompanyis} in^{termsofSection59(8)oftheInsolvency&Bankruptcy} hereby^dissolved Code,^{2016 witheffect from the dateofthe presentorder.} 7. The Liquidator^{isdirectedtocommunicateacopyof thisorderto} the Registrar of Companies (NCT^{ofDelhi & Háryana),whereintheregistered} office of the company^{wassituated.SuchCommunicationshouldbemade} within the stipulated period of^fourteen (14)^{daysinterms of Section 59(9) of the} Insolvency^& Bankruptcy Code,^{2016 fromthe date of receipt of certifiedcopy of} this order. Further, a copy of this order should^{alsobecommunicatedtothe} 1B New Delhi and other statutory authorities for the information at the earliest. 8. The application is accordingly allowed and stands disposed of.

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Sdk scl
Subrata Kumar Dash) (Harnam Singh Thakur)
Member (Techniical) Member (Judicial)
CERTIFIED TO BE TRUE COv
Deçember 2021 OF THE ORIGINAL
7 AV/SRV
Hgarn Be
GP (18 No.07/Vol./Chd/Hry/2019
FREE OF COST COPY

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In the matter of Sidhivinayak Financial Services Limited [07]

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In the matter of Sidhivinayak Financial Services Limited [07]

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