Allowed

In the matter of Patni Projects Private Limited Cp (Ib) No.504-MB-IV-2022

NCLT21 Mar 2023

Case brief

AI extract

What is this about?

The Tribunal examined a petition filed by Patni Projects Private Limited seeking voluntary liquidation and dissolution under Section 59 of the IBC. Finding that the company had no debts, no assets, no operational creditors, and its affairs were completely wound up, the Tribunal directed the dissolution of the company effective from the date of the order.

What did the court decide?

Ordered that the company shall be dissolved from the date of the order.

In the matter of Patni Projects Private Limited Cp (Ib)… — Insolvency and Bankruptcy | NCLT (2023)

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IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV

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CP (IB) No.504/MB-IV/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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Patni Projects Private Limited

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[CIN: U74999PN2005PTC129005]

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… Applicant/Corporate Person

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Order pronounced on: 21.03.2023

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Coram:

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Mr. Prabhat Kumar Mr. Kuldip Kumar Kareer Hon’ble Member (Technical) Hon’ble Member (Judicial)

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Appearances (via videoconferencing): For the Applicant(s) : Mr. Rohan Agarwal, Advocate Mr. Manish Shah, Liquidator

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ORDER

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Per: Kuldip Kumar Kareer, Member (Judicial)

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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 Patni Projects Private Limited [CIN: U74999PN2005PTC129005] through Liquidator Mr. Manish Shah, the Insolvency Professional, having registration no: IBBI/IPA001/IP-P00094/2017-18/10194, to initiate voluntary liquidation proceedings under Code. The Corporate Person has complied with

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IN THE NATIONAL COMPANY LAW TRIBUNALMUMBAI BENCH-IV

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CP (IB) No. 504/MB-IV/2022

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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, 2013, on 05.04.2005 as a private company limited by shares with Registrar of Companies, Pune. The Authorized Share capital of the company is Rs. 50,00,00,000/- divided into 5,00,00,000 equity shares of ₹10/- each. The Paid-up Share Capital of the Company is ₹26,00,00,000/- divided into 2,60,00,000 equity shares of ₹10/- each. The Registered office of the Company is situated at S.No.1A, F-1, Irani Market Compound, Yerawada, Pune-411006.

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The Company, at present, has two directors Ms. Ruchi Amitkumar Patni (DIN: 00014339) and Mr. Dharmendra Kirit Desai (DIN: 06940650). 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 28.12.2021 resolved to voluntarily liquidate the Company.

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Mr. Dharmendra Kirit Desai and Ms. Ruchi Amitkumar Patni, both the Directors of the Company have declared on Affidavit dated 28.12.2021 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 viz. year 2019-20 and 2020-21. The details above have been filed by the Company with the Registrar of Companies in form no. GNL-2 vide SRN No T71360085 on 10.01.2022.

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IN THE NATIONAL COMPANY LAW TRIBUNALMUMBAI BENCH-IV

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CP (IB) No. 504/MB-IV/2022

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The members of the Company in their Extra Ordinary General Meeting held on 03.01.2022 passed a Special Resolution to liquidate the Company voluntarily and to appoint Mr. Manish Shah, the Insolvency Professional, having registration no: IBBI/IPA-001/IPP00094/2017-18/10194 with a remuneration of Rs.1,75,000/- plus 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 Financial Express (Mumbai & Pune edition, English newspaper) and in Loksatta (Marathi Newspaper, Pune Edition) and Navrashtra (Mumbai edition, Marathi newspaper) on 04.01.2022 inviting for the submission of claims due to Patni Projects 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. T71357131 on 10.01.2022.

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The Petitioner notified the Registrar of Companies, Pune 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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IN THE NATIONAL COMPANY LAW TRIBUNALMUMBAI BENCH-IV

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CP (IB) No. 504/MB-IV/2022

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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, 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 Liquidator has also submitted that he has received a NOC dated 17.01.2022 issued by Income Tax Officer stating that there are no outstanding arrears against the Company.

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As per regulation 34 of IBBI (Voluntary Liquidation Process) Regulations, 2017, the Liquidator had duly opened a Bank Account on 01.01.2022 in the name and style of “ Patni Projects Private Limited” – In Voluntary Liquidation” in Axis Bank. The said Account was also closed on 11.03.2022.

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The Liquidator has submitted his Preliminary Report dated 16.02.2022 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 of the Liquidator is annexed to the petition, which shows the realization and payment to 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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IN THE NATIONAL COMPANY LAW TRIBUNALMUMBAI BENCH-IV

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CP (IB) No. 504/MB-IV/2022

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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 at this moment 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 Kuldip Kumar Kareer Member (Technical) Member (Judicial) /NP/

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In the matter of Patni Projects Private Limited Cp (Ib) No.504-MB-IV-2022

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In the matter of Patni Projects Private Limited Cp (Ib) No.504-MB-IV-2022

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