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In the matter of Foodlink It India Private Limited [Cp (Ib) No.11-MB-I-2022]

NCLT19 Dec 2023CP (IB) No.11-MB-I-2022

Case brief

AI extract

What is this about?

The Tribunal disposed of a company petition filed for dissolution under section 59 of the Insolvency and Bankruptcy Code, 2016. The court held that since the company affairs were fully wound up, liabilities liquidated, and assets distributed, the company is ordered to be dissolved.

What did the court decide?

The company is ordered to be dissolved from the date of the order. A copy of the order must be served on the Registrar of Companies within fourteen days.

In the matter of Foodlink It India Private Limited [Cp (Ib)… — Company and Corporate | NCLT (2023)

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IN THE NATIONAL COMPANY LAW TRIBUNAL

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MUMBAI BENCH-I

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CP (IB) No.11 /MB-I/2022

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Under Section 59 of the I&B Code, 2016

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In the matter of:

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M/s Foodlink India Private Limited [CIN: U30007PN1999PTC018726] … Petitioner/Corporate Person

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Order pronounced on: 19.12.2023 Coram: Mr. Prabhat Kumar Justice V. G. Bisht (Retd) Hon’ble Member (Technical) Hon’ble Member (Judicial) Appearances (via videoconferencing): For the Applicant(s) : Mr, Avinash Khanolkar, Advocate a/w Ms. Surekha Yadav

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ORDER

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Per: Corum

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This is a Company Petition filed under section 59 of the Insolvency and Bankruptcy Code, 2016 (hereinafter called “Code”) by a Corporate person, named M/s Foodlink IT India Private Limited [CIN: U30007PN1999PTC018726] through Liquidator Mr. Rajesh S Shah, the Insolvency Professional, having registration no: IBBI/IPA002/IP-N00592/2018-19/11881, for dissolution after initiation of voluntary liquidation proceedings under Code. The Corporate Person has complied with requisite formalities and procedure of liquidation

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IN THE NATIONAL COMPANY LAW TRIBUNALMUMBAI BENCH-I

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CP (IB) No. 11/MB-I/2022

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as per law and has filed this Petition for its dissolution under section 59 of the Code.

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The Petitioner Company was incorporated, under the provisions of Companies Act, 1956, on 17.12.1999 as a private company limited by shares with Registrar of Companies, Mumbai. The Authorized Share capital of the company is Rs. 1,10,00,000/- divided into 10,63,190 equity shares of ₹10/- each. The Paid-up Share Capital of the Company is Rs. 1,06,31,900/- divided into 10,63,190 equity shares of ₹10/- each. The Registered office of the Company is situated at Flat no. B/203, S.No.341, Anantshilp Co-op Hsg. Soc. Bavdhan Bk, Pune, Maharashtra.

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The Company, at present, has three directors viz. Mr. Ambarish Vaidya (DIN:07754643), Mr. Girish Chandran Nair (DIN:07044684) and Mr. John Kenneth Stipancich (DIN:02852575). It is sumbitted that the Company is not carrying any business and not earning any profits. Accordingly, the Board of Directors (BOD) of the Company in their meeting held on 12.07.2019 resolved to voluntarily liquidate the Company.

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Mr. Ambarish Vaidya and Mr. Girish Chandran Nair, both the Directors of the Company have declared on Affidavit dated 08.07.2019 that as per section 59(3) of the IBC, they have made full inquiry into the affairs of the Company and are of the opinion that the Company has no debts and the Company is not being liquidated to defraud any person. The Directors have appended to the affidavit above, audited financial statements and record of business operations of the Company of previous two financial years ended on 31.03.2018 and 31.03.2019. The details above have been filed by the Company

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IN THE NATIONAL COMPANY LAW TRIBUNALMUMBAI BENCH-I

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CP (IB) No. 11/MB-I/2022

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with the Registrar of Companies in form no. GNL-2 vide SRN No. H80282106 on 01.08.2019.

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The members of the Company in their General Meeting held on 12.07.2019 passed a Special Resolution to liquidate the Company voluntarily and to appoint Mr. Rajesh S Shah, the Insolvency Professional, having registration no: IBBI/IPA-002/IPN00592/2018-19/11881 with a remuneration of Rs.3,00,000/exclusive of costs of engaging other professionals, statutory expenses, expenses incurred on publication of notices, other incidental expenses and applicable taxes for performing the job of liquidation of the Corporate Person as required under section 59 of the Code.

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The Liquidator made a public announcement of commencement of liquidation in Form A of Schedule I as per regulation 14 of Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 in the Indian Express (English newspaper) and Loksatta (Marathi newspaper) on 15.07.2019 inviting for the submission of claims due to M/s Foodlink IT India Private Limited by various stakeholders. The aforesaid public announcement was submitted to Insolvency and Bankruptcy Board of India (IBBI).

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The Petitioner has submitted the resolution for the commencement of liquidation, the appointment of a liquidator and a public announcement made in the newspaper to the Registrar of Companies in E-Form MGT-14 vide SRN No. H77618767 on 16.07.2019.

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The Petitioner notified the Registrar of Companies, Mumbai and the IBBI, New Delhi, Income Tax about the passing of a Special Resolution to liquidate the Petitioner Company.

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The Liquidator did not receive any claims from the operational creditors, financial creditors, workmen, employees and other stakeholders under the advertisement published in the newspaper.

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The Petitioner submits that the Company doesn’t have any Creditors, hence their consent for Special Resolution is not required.

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The Liquidator has intimated his appointment to the Income Tax Officer on 22.07.2019, and also intimating that the Liquidator has taken into custody or control all assets, property, effects and actionable claims of the company and will be operating the bank accounts of the company for and on behalf of the company. The Petitioner has submitted the “No Dues Certificate” issued by the Income Tax Department, Mumbai.

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As per regulation 34 of IBBI (Voluntary Liquidation Process) Regulations, 2017, the Liquidator had duly opened a Bank Account in the name and style of “ Foodlink IT India Private Limited – In Voluntary Liquidation ” in State Bank of India, Deccan Gymkhana Branch,Pune. The said Account was also closed, effective from 03.09.2021.

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The Liquidator has submitted his Preliminary Report dated 21.08.2019 as required under Regulation 9(1) of IBBI (Voluntary Liquidation Process) Regulation, 2017, during the hearing. In the report, the Liquidator has stated that the company is not doing any business and its books of accounts reflect that the company does not have any liabilities and Creditors nor there are any realizable assets.

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The copy of the final report dated 13.09.2021 of the Liquidator is annexed to the petition, which shows the realization and payment to

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IN THE NATIONAL COMPANY LAW TRIBUNALMUMBAI BENCH-I

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CP (IB) No. 11/MB-I/2022

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the members of the Company, containing the details as required under regulation 38 of IBBI (Voluntary Liquidation Process) Regulation, 2017. The said final report of the Liquidator is submitted with the Registrar of Companies and sent to IBBI.

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The Liquidator has filed this petition before this Tribunal under section 59(7) of IBC seeking an order of dissolution of the Petitioner company.

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On examining the submission made by the counsel appearing for the petitioner and the documents annexed to the petition it appears that the affairs of the company have been completely wound up, and its assets have been completely liquidated.

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In view of the above facts and circumstances and the submissions made by the Liquidator the Company deserves to be dissolved. Accordingly, we direct that the company shall be dissolved from the date of this order.

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The Petitioner is further directed to serve a copy of this order upon the Registrar of Companies, with which the company is registered, within fourteen days of receipt of this order. The Registrar shall take necessary action upon receipt of a copy of this order.

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Sd/Sd/Prabhat Kumar Justice V. G. Bisht Member (Technical) Member (Judicial) /MK/

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In the matter of Foodlink It India Private Limited [Cp (Ib) No.11-MB-I-2022]

Case brief

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In the matter of Foodlink It India Private Limited [Cp (Ib) No.11-MB-I-2022]

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