Allowed

In the matter of Nbcc International Limited Company Petition No. (IB)-57(ND)-2023

NCLT5 Jul 2023

Case brief

AI extract

What is this about?

The National Company Law Tribunal allowed an application under Section 59(7) of the IBC, 2016 seeking dissolution of NBCC International Limited. The Bench found that the voluntary liquidation process was complete as all liabilities were paid and assets distributed.

What did the court decide?

The Corporate Person NBCC International Limited shall be dissolved from the date of this Order; the Application is allowed.

In the matter of Nbcc International Limited Company… — Insolvency and Bankruptcy | NCLT (2023)

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

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Company Petition No. (IB)-57(ND)/2023

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IN THE MATTER OF:

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NBCC INTERNATIONAL LIMITED

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Through Liquidator Ms. Monika Aggarwal 205, Chopra Complex, 8 Preet Vihar, Community Centre, Delhi – 110092 ... Applicant/ Voluntary Liquidator

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VERSUS

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1) Registrar of Companies NCT of Delhi & Haryana, IFCI Tower, 4^th Floor, 61, Nehru Place, New Delhi – 110019 … Respondent No. 1

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2) Insolvency and Bankruptcy Board of India

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7^th Floor, Mayur Bhawan, Shankar Market, Connaught Circus, New Delhi – 110001 … Respondent No. 2

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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: 05.07.2023

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CORAM

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SH. ASHOK KUMAR BHARDWAJ, 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 : Adv. Varun Jain For the ROC : Asst. ROC on behalf of ROC, Delhi

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(IB)-57(ND)2023

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NBCC International Ltd. (Through its Liquidator) vs. ROC & Anr. Page 1 of 13

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ORDER

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PER: SH. L. N. GUPTA, MEMBER (T)

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The present CP(IB)-57(ND)2023 is filed by the Applicant/ Voluntary Liquidator 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, M/s NBCC International Limited (for brevity, the ‘Company’ ).

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M/s NBCC International Limited is a Company incorporated on 05.07.2017 with CIN U45309DL2017GO1320210 under the Companies Act, 2013. The registered office of the company is situated at 25/4, NBCC Place, Pragati Vihar, Bhisham Pitahmah Marg, 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 Annual General Meeting (AGM) of its members held on 26.09.2022 (which is the date of voluntary liquidation commencement). It is further stated that Ms. Monika Aggarwal, IP was appointed to act as Voluntary Liquidator in the aforesaid AGM. The copy of the said Special Resolution is reproduced overleaf, for immediate reference:

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NBCC International Ltd. (Through its Liquidator) vs. ROC & Anr. Page 2 of 13

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(IB)-57(ND)2023

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It is further submitted by the Applicant that all three Directors

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of the Company have given Declaration 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.” For convenience, the said Affidavits of Declaration of Solvency by the Directors are reproduced overleaf:

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(IB)-57(ND)2023

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NBCC International Ltd. (Through its Liquidator) vs. ROC & Anr. Page 3 of 13

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(IB)-57(ND)2023

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NBCC International Ltd. (Through its Liquidator) vs. ROC & Anr. Page 4 of 13

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NBCC International Ltd. (Through its Liquidator) vs. ROC & Anr. Page 5 of 13

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(IB)-57(ND)2023

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NBCC International Ltd. (Through its Liquidator) vs. ROC & Anr. Page 6 of 13

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(IB)-57(ND)2023

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It is averred by the Applicant that a certified copy of the said Special Resolution passed in the Annual General Meeting (AGM) of the Members of the Company held on 26.09.2022 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 dated 03.10.2022 and GNL-2 dated 12.10.2022.

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After confirmation of the Special Resolution passed by the AGM 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 26.09.2022.

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It is stated that the Applicant then issued the 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 30.09.2022. It is further stated that the copies of the advertisement were sent to the IBBI for placement on their website.

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It is further stated by the Applicant that it had sent intimation of the Voluntary Liquidation Process of the Corporate Debtor to the IBBI vide its letter dated 14.01.2023.

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The Applicant has annexed with the application the Audited Balance Sheets for the Financial Year 2020-21 and 2021-22.

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It is stated by the Applicant that it had opened an account by the name of “NBCC International Limited - In Voluntary Liquidation” on

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(IB)-57(ND)2023

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NBCC International Ltd. (Through its Liquidator) vs. ROC & Anr. Page 7 of 13

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25.08.2017 at Bank of Baroda, Nehru Place Branch, Delhi for the purpose of realizations & payments during the period of liquidation.

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It is further stated by the Applicant/Voluntary Liquidator that it had submitted the Preliminary Report to the Company on 10.11.2022. Thereafter, the Applicant has submitted its Final Report dated 24.12.2022 in compliance with Regulation 38 of VLP Regulations giving details of the distribution of assets amongst the stakeholders. A copy of the Report has also been filed with the ROC. The Final Report, as annexed with the publication, is reproduced below:

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(IB)-57(ND)2023 NBCC International Ltd. (Through its Liquidator) vs. ROC & Anr. Page 8 of 13

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(IB)-57(ND)2023 NBCC International Ltd. (Through its Liquidator) vs. ROC & Anr. Page 9 of 13

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(IB)-57(ND)2023

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NBCC International Ltd. (Through its Liquidator) vs. ROC & Anr. Page 10 of 13

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It is submitted by the Applicant/Voluntary Liquidator that it has paid off all the liabilities of the Company and distributed the residual amount amongst stakeholders in terms of Sections 52 and 53 of the IBC, 2016. The details of distribution are given in Form ‘H’ filed by the Applicant, the relevant extract of which is reproduced below:

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(IB)-57(ND)2023 NBCC International Ltd. (Through its Liquidator) vs. ROC & Anr. Page 11 of 13

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

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The ROC filed its report on 27.04.2022 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 received from various cell in this office as per their records, no inquiry/inspection/ complaint/legal action has been pending against the subject company. That this office has complied the above factual report based on 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 and 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)-57(ND)2023

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NBCC International Ltd. (Through its Liquidator) vs. ROC & Anr. 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 08 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 14 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) (ASHOK KUMAR BHARDWAJ) MEMBER (T) MEMBER (J)

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(IB)-57(ND)2023

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NBCC International Ltd. (Through its Liquidator) vs. ROC & Anr. Page 13 of 13

In the matter of Nbcc International Limited Company Petition No. (IB)-57(ND)-2023

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In the matter of Nbcc International Limited Company Petition No. (IB)-57(ND)-2023

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