Allowed

In the matter of a S v. Gears Private Limited [Cp (Ib) No.3919-MB-I-2019]

NCLT8 Dec 2023CP (IB) No.3919-MB-I-2019

Case brief

AI extract

What is this about?

The Tribunal allowed a petition under Section 59 of the Insolvency and Bankruptcy Code, 2016 for voluntary liquidation of A S V Gears Private Limited. The court found that the company had no debts, no realizable assets, and affairs were fully wound up, ordering the company's dissolution from the date of the order.

What did the court decide?

The company is directed to be dissolved from the date of this order. The petitioner is directed to serve a copy of this order upon the Registrar of Companies within fourteen days.

In the matter of a S v Gears Private Limited [Cp (Ib)… — Insolvency and Bankruptcy | 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.3919/MB-I/2019

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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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A S V Gears Private Limited

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[CIN: U29130MH1978PTC020750]

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… Petitioner/Corporate Person

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Order pronounced on: 08.12.2023

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Coram:

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Mr. Prabhat Kumar Justice V.G. Bisht (Retd.) Hon’ble Member (Technical) Hon’ble Member (Judicial)

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Appearances (via videoconferencing): For the Applicant(s) : Mr. Yogesh Mishra, Advocate

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ORDER

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Per: Coram

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This is a Company Petition filed under section 59 of the Insolvency and Bankruptcy Code, 2016 (hereinafter called “Code”) read with Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 by a Corporate person, named A S V Gears Private Limited [CIN: U29130MH1978PTC020750] through Liquidator Mr. Rajesh Dhawan, the Insolvency Professional, having registration no: IBBI/IPA-001/IP-P00952/2017-2018/11572, to initiate voluntary liquidation proceedings under Code. The Corporate

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IN THE NATIONAL COMPANY LAW TRIBUNALMUMBAI BENCH-I

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CP (IB) No. 3919/MB-I/2019

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Person has complied with requisite formalities and procedure of liquidation 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 18.02.1998 as a private company limited by shares with Registrar of Companies, Mumbai. The Authorized Share capital of the company is Rs. 10,00,000/- divided into 1,00,000 equity shares of ₹10/- each. The Paid-up Share Capital of the Company is 10,00,000/- divided into 1,00,000 equity shares of ₹10/- each. The Registered office of the Company is situated at W-110, ‘S’-Block, MIDC Bhosari, Pune – 411026.

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The Company, at present, has only two directors Mr. Sanjay Ganpati Patil (DIN: 01192841) and Ms. Radhika Navneet Mitter (DIN: 00984462). 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 22.03.2019 resolved to voluntarily liquidate the Company.

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Mr. Sanjay Ganpati Patil and Mr. Radhika Navneet Mitter, both the Directors of the Company have declared on Affidavit dated 22.02.2019 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 financial year ended 31.03.2017 and 31.03.2018. The details above have been filed by the Company with

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IN THE NATIONAL COMPANY LAW TRIBUNALMUMBAI BENCH-I

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CP (IB) No. 3919/MB-I/2019

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the Registrar of Companies in form no. GNL-2 vide SRN No H46556254 on 07.03.2019.

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The members of the Company in their Extra Ordinary General Meeting held on 22.03.2019 passed a Special Resolution to liquidate the Company voluntarily and to appoint Mr. Rajesh Dhawan, the Insolvency Professional, having registration no: IBBI/IPA-001/IPP00952/2017-2018/11572 with a remuneration of Rs. 25,000/- plus out of pocket expenses incurred for the purpose of Voluntary Liquidation of the Corporate person 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 Lokmat (Marathi newspaper) on 26.03.2019 inviting for the submission of claims due to Three Info Systems Private Limited by various stakeholders. The aforesaid public announcement was submitted to Insolvency and Bankruptcy Board of India (IBBI) on 26.03.2019.

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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. H48011472 on 23.03.2019.

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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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IN THE NATIONAL COMPANY LAW TRIBUNALMUMBAI BENCH-I

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CP (IB) No. 3919/MB-I/2019

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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 has submitted the consent letters dated 22.03.2019 of its Creditors.

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The Liquidator has intimated his appointment to the Income Tax Officer, 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 Objection Certificate” issued by Income Tax Department, Mumbai on 05.07.2021 wherein it is stated that the Income Tax Department has no objection in Voluntary Liquidation of the Petitioner Company.

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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 “ A S V Gears Pvt Ltd – In Voluntary Liquidation ” in Indian Overseas Bank, Pune Branch, Pune. As per bank statements, the account was closed on 15.06.2019.

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The Liquidator has submitted his Preliminary Report dated 20.04.2019 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 29.08.2019 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. 3919/MB-I/2019

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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/-

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

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/NP/

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In the matter of a S v. Gears Private Limited [Cp (Ib) No.3919-MB-I-2019]

Case brief

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In the matter of a S v. Gears Private Limited [Cp (Ib) No.3919-MB-I-2019]

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