Allowed

In the matter of Nbcc Engineering & Consultancy Limited (IB)-218(ND)2022

NCLT16 Mar 2023

Case brief

AI extract

What is this about?

Application filed by voluntary liquidator under Section 59(7) IBC, 2016 seeking dissolution of NBCC Engineering & Consultancy Limited. Bench observed complete winding up of affairs, payment of liabilities, and closure of accounts, directing dissolution of the company from the date of the order.

What did the court decide?

The Company shall be dissolved from the date of the Order.

In the matter of Nbcc Engineering & Consultancy Limited… — Insolvency and Bankruptcy | NCLT (2023)

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NATIONAL COMPANY LAW TRIBUNAL NEW DELHI BENCH (COURT- II)

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(IB)-218(ND)2022

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IN THE MATTER OF:

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NBCC ENGINEERING & CONSULTANCY LIMITED

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Through Liquidator

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Ms. Monika Aggarwal

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Registered office at:

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Shop No. 25, NBCC Place, Pragati Vihar, Delhi - 110003

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..Applicant/ Voluntary Liquidator

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Section: 59(7) of IBC, 2016 read with IBBI (Voluntary Liquidation Process) Regulation, 2017

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Order Delivered on : 16.03.2023

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CORAM:

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SH. BACHU VENKAT BALARAM DAS, HON’BLE MEMBER (J)

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SH. L. N. GUPTA, HON’BLE MEMBER (T)

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PRESENT:

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For the Applicant : Mr. Sourabh Gupta and Mr. Puneet Yadav, Advs.

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(IB)-218(ND)2022 NBCC Engineering& Consultancy Ltd.

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Page 1 of 13

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ORDER

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PER SHRI L. N. GUPTA, MEMBER (T)

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The present CP(IB)-218(ND)2022 is filed by the Applicant/ Liquidator of the Corporate Person under Section 59(7) of the IBC, 2016 read with Insolvency Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 (for brevity, the “VLP Regulations” ) with a prayer for dissolution of the Corporate Person namely, NBCC Engineering & Consultancy Limited (for brevity, the ‘Company’ ).

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M/s. NBCC Engineering & Consultancy Limited is a Company incorporated on 15.12.2015 under the Companies Act, 2013 with CIN U74992DL2015GOI288527. The registered office of the company is situated at Shop No. 25, NBCC Place, Pragati Vihar, Delhi - 110003, falling within the Territorial Jurisdiction of this Tribunal.

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It is stated by the Applicant that the Voluntary Liquidation Process (VLP) under the provisions of IBC, 2016 and VLP Regulations was commenced by the Applicant/Company by passing a Special Resolution in the Extra Ordinary General Meeting (EOGM) of its Members held on 19.02.2021, which is the date of voluntary liquidation commencement. It is further stated that Ms. Monika Aggarwal, IP is appointed to act as Voluntary Liquidator in the

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(IB)-218(ND)2022 NBCC Engineering& Consultancy Ltd.

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Page 2 of 13

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aforesaid EOGM. The scanned copy of the said Special Resolution is reproduced below, for immediate reference:

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(IB)-218(ND)2022 NBCC Engineering& Consultancy Ltd.

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Page 3 of 13

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It is further stated that all the three Directors of the Company have given Declarations of Solvency on Affidavits stating that “(i) A full inquiry was made into the affairs of the company and based on the inquiry the Director have formed an opinion that the Company will be able to pay its debt in full from the proceeds of assets to be sold in voluntary liquidation, (ii) The Company is not being liquidated to defraud any person.” The Affidavits of Declarations of Solvency by the Directors as annexed with the application are reproduced below:

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(IB)-218(ND)2022 NBCC Engineering& Consultancy Ltd.

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Page 4 of 13

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(IB)-218(ND)2022 NBCC Engineering& Consultancy Ltd.

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Page 5 of 13

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(IB)-218(ND)2022 NBCC Engineering& Consultancy Ltd.

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Page 6 of 13

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It is submitted by the Applicant that a certified copy of the said Special Resolution passed in the Extra Ordinary General Meeting of the Members of the Company held on 19.02.2021 and Declarations of Solvency by the Directors as required under Section 59(3) of IBC, 2016 were filed by the Company with ROC in Form MGT-14.

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After confirmation of the Special Resolution passed by EOGM of the Company, the powers of the Board of Directors of the Company were suspended and affairs of the Company were taken over by the Liquidator, Ms. Monika Aggarwal IP with effect from 19.02.2021.

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It is stated that the Applicant, then issued Public Announcement for voluntary liquidation in “Form A” in terms of Regulation 14 of the VLP Regulations 2017 in the “Financial Express” (English) and “Jansatta” (Hindi) Newspapers on 23.02.2021. It is submitted that the copies of the advertisement were sent to the IBBI for placing on their website.

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It is further stated by the Applicant that it had sent intimation of Voluntary Liquidation Process of the Corporate Person to the IBBI vide its letter dated 04.03.2021.

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The Applicant has annexed the Financial Statements for the Financial Year 2018-19 and 2019-20 as on 31.03.2021.

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It is stated by the Applicant that it had opened an account by the name of “NBCC Engineering & Consultancy Limited - In Voluntary Liquidation” on 02.02.2022 at State Bank of India, Swasthya Vihar

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(IB)-218(ND)2022 NBCC Engineering& Consultancy Ltd.

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Page 7 of 13

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Branch, Delhi for the purpose of realizations and payments during the period of liquidation.

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It is further stated by the Applicant that it had submitted the Preliminary Report to the Company on 05.04.2021. Thereafter, the Applicant has submitted its Final Report dated 25.05.2022 in compliance of Regulation 38 of VLP Regulations giving details of distribution of assets amongst the stakeholders. A copy of the Report has also been filed with the ROC. The scanned copy of the Final Report, as annexed with the application, is reproduced below:

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(IB)-218(ND)2022 NBCC Engineering& Consultancy Ltd.

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Page 8 of 13

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(IB)-218(ND)2022 NBCC Engineering& Consultancy Ltd.

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Page 9 of 13

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(IB)-218(ND)2022 NBCC Engineering& Consultancy Ltd.

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Page 10 of 13

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It is submitted by the Applicant that it has paid off all the liabilities of the Company and distributed the residual amount stakeholders in terms of Section 52 and 53 of the IBC, 2016. The details of distribution are given in Form ‘H’ filed by the Applicant vide affidavit dated 30.12.2022, the relevant extracts of which are reproduced below:

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(IB)-218(ND)2022 NBCC Engineering& Consultancy Ltd.

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Page 11 of 13

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It is further submitted that after the payment of surplus/residual amount to the members/shareholders of the Corporate Person, the bank account of the Corporate Person was closed and thus, the liquidation process stood completed.

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The ROC has filed its report on 25.05.2022 and has not raised any objection. The operative portion of the ROC’s Report is reproduced below:

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“6. Further as per data available and maintained no inquiry/inspection/complaint/legal action has been proceeded/pending against the subject Company. That this office has complied the above factual report on the basis of the records maintained & document filed by the concerned Company on MCA 21 portal.”

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On examining the Application, documents annexed therewith and the submissions made by the Voluntary Liquidator, it emerges that the affairs of the Company have been completely wound up, and its assets completely liquidated and there is no litigation pending against the Company.

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In the light of the documents & facts placed on record, averments and the submissions made by the Applicant/Voluntary Liquidator, the Company deserves to be dissolved. Accordingly, this Bench directs that the Company shall be dissolved from the date of this Order.

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17. The Application stands Allowed accordingly.

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(IB)-218(ND)2022 NBCC Engineering& Consultancy Ltd.

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Page 12 of 13

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In terms of Regulation 41 Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017, the Applicant/ Voluntary Liquidator shall preserve copies of all such records, which are required to give a complete account of the voluntary liquidation process. Further, the Applicant/Liquidator shall preserve a physical or an electronic copy of the reports, registers and books of account referred to in Regulations 8 and 10 for at least eight years after the dissolution of the corporate person, either with himself or with an information utility.

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The Applicant is directed to serve the copy of this Order upon the Registrar of Companies (ROC), with whom the Company is registered, within fourteen days of receipt of this Order. The ROC shall act as necessary upon receipt of a copy of this Order.

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Sd/Sd/- (L.N. GUPTA) (BACHU VENKAT BALARAM DAS) MEMBER (T) MEMBER (J)

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(IB)-218(ND)2022 NBCC Engineering& Consultancy Ltd.

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In the matter of Nbcc Engineering & Consultancy Limited (IB)-218(ND)2022

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In the matter of Nbcc Engineering & Consultancy Limited (IB)-218(ND)2022

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