Allowed

In the matter of Eight Constructions Private Limited [Cp (Ibc) -182 (Che) 2023]

NCLT7 Mar 2024CP (IBC) -182 (CHE) 2023

Case brief

AI extract

What is this about?

The Tribunal allowed a Company Petition filed by the liquidator seeking dissolution of Eight Constructions Private Limited under Section 59 of the IBC, 2016, after verifying that the company had settled its creditors and affairs were completely wound up.

What did the court decide?

The company petitioner CP (IBC) / 182 (CHE) 2023 was allowed and M/s. Eight Constructions Private Limited was dissolved from the date of the order.

In the matter of Eight Constructions Private Limited [Cp… — Insolvency and Bankruptcy | NCLT (2024)

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IN THE NATIONAL COMPANY LAW TRIBUNAL DIVISION BENCH – II, CHENNAI

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CP (IBC) / 182 (CHE) 2023

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(Filed under Section 59 of the Insolvency and Bankruptcy Code, 2016)

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In the matter of EIGHT CONSTRUCTIONS PRIVATE LIMITED

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Mr. Shanmugakani Saraskumar, (IBBI/IPA-002/IP- N-00265/2017-18/10778)

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Liquidator of M/s. Eight Constructions Private Limited, (In Voluntary Liquidation) CIN No. U01403TN2007PTC062309, No.7B, KG 360 IT Business Park, #231/1, Dr. MGR Salai, Perungudi, Chennai, Tamil Nadu – 600 096

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… Petitioner

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CORAM

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SHRI. JYOTI KUMAR TRIPATHI, MEMBER (JUDICIAL) SHRI. RAVICHANDRAN RAMASAMY, MEMBER (TECHNICAL)

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Present:

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For Applicant: R. Thamizhvanan , PCS

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Order Pronounced on 7^th March 2024

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O R D E R

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This is a Company Petition filed by the Liquidator in relation to the voluntary liquidation of M/s. Eight Constructions Private Limited, an unlisted Public Company limited by shares with CIN: U01403TN2007PTC062309, having

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registered office at No.7B, KG 360 IT Business Park, #231/1, Dr. MGR Salai, Perungudi, Chennai, Tamil Nadu – 600 096 within the RoC, Chennai, under

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Section 59 of the Insolvency and Bankruptcy Code, 2016 (hereinafter referred

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to as “IBC, 2016”), seeking dissolution of the Company.

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CP (IBC) / 182 (CHE) 2023 In the matter of M/s. Eight Constructions Private Limited

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The Applicant Company was originally incorporated on 08.02.2007 under the provisions of the Companies Act, 1956. The main object of the Company is to layout, develop, build, construct, erect, re-erect, demolish, alter, repair, remodel, maintain, manage or do any other work, in connection with buildings, godowns, market, township, shopping complexes, restaurant, hotel, theatres, dwelling houses, apartments or other accommodations, structural or architectural work of any kind, and for such purposes, to prepare estimates, designs, plans, specifications or models and such other as may be required for Government or private or otherwise. The

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elaborate details of the main objects are set out in the Memorandum of Association which is filed along with the typed set.

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The Shareholding pattern of the Company as on 23.08.2023 as follows;

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S.No	Particulars	No. of. Shares	Amount in INR
1	Authorised share capital (Divided	12,00,000	1,20,00,000
	into Equityshares of Rs.10 /- each)
2	Paid up share capital (Divided	6,30,847	63,08,470
	into Equityshares of Rs.10 /- each)

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S.No	Name of the Share holder	No. of. Shares	% of Holding
1	S P Jayanathan	1,75,197	27.77%
2	K Pradeep	1,72,619	27.36%
3	P Arulanandham	85,934	13.62%
4	Suresh Bharathan	2,82,89	4.48%
5	Amrik Singh Tak	1,68,808	26.76%
	Total	6,30,847	100%

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It is stated in the Petition that the company has no significant business operations since 31.03.2020 and no revival plan worked out so far. Hence, a

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Board meeting was held to consider voluntary liquidation of the Company

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CP (IBC) / 182 (CHE) 2023 In the matter of M/s. Eight Constructions Private Limited

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and winding up as per the provisions of Section 59 of the Insolvency and Bankruptcy Code, 2016 and passed the same as a proposal on 17.06.2023.

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The Extraordinary General Meeting of the Shareholders of the

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Company took place on 29.06.2023 and passed a special resolution in accordance with the Sec 103 (3) of the Companies Act, 2013, to appoint the Applicant herein to act as a liquidator for conducting voluntary liquidation process in relation to the Company under Section 59 of IBC, 2016.

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It was submitted that the Applicant herein has conducted the Voluntary Liquidation process in respect of the Company in Liquidation in accordance with the IBBI (Voluntary Liquidation Process) Regulations, 2017. The details the relevant compliances as mandated under Section 59 of the IBC, 2016 read with the IBBI (Voluntary Liquidation Process) Regulations,

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2017 are listed hereunder:-

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S.NO	COMPLIANCE	AVERMENTS	PAGENO. IN THE PETITION
1	Sec. 59 (3)	Board Meeting approving voluntary liquidation dated 17.06.2023 and notice for Extraordinary general meeting dated 29.06.2023	07-11 of the Additional Docs
2	Sec. 59 (3) (b) (i)	Audited Financial statements for the years 2021 - 22 and 2022 – 23(till 31^stMay2023).	52 - 108
3	Sec 59 (3) (c) and Reg3(1)(c)	EGM dated 29.06.2023 approving the voluntary liquidation	12 – 15 of Additional Docs
4	Section 59 (4) and Reg3(2)	Declaration of solvency filed with ROC in Form GNL-2 dated	48 -51, 116 - 119
5	Section 59 (4) and Reg 3	Intimating Board Resolution and Special Resolution for voluntary liquidation passed by shareholders in EGM vide Form MGT-14 dated 11.07.2023.	131 - 137
6	Regulation 14	Form-A Public Announcement in Business Standard(English)dated and Makkal	129 - 130

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CP (IBC) / 182 (CHE) 2023 In the matter of M/s. Eight Constructions Private Limited

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		Kural (Tamil) and IBBI website dated 01.07.2023.
7	Section 178 of IT Act, 1961	Intimation of Voluntary Liquidation process to the Income Tax Department dated 01.07.2023.	150 - 151
8	Reg30	Stake Holders List	152 - 153
9	Reg9	Preliminaryreport dated 11.08.2023.	144 -149
10	Reg34	Closure of Liquidation Bank Account of HDFC Bank on 10.10.2023	154
11	Reg38	FilingFinal report dated 14.10.2023	159 - 161
12	Reg 38	Final report in GNL-2 filed with the ROC dated 20.10.2023	162 - 165
13	Reg38	Submission of Final Report to IBBI dated	166
14	Reg 38	Form-H – Compliance certificate dated 23.10.2023	167 - 173

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It is seen from the latest Audited financial statements, the company has settled all its creditors and as on date of filing this application there was none. It was submitted by the Learned representative for the Applicant Liquidator has received 1 claim from the Income Tax Department, apart from the equity shareholders named in the company books during the process of liquidation and same was rejected. Further, it was submitted that after making various payments including liquidation costs paid in full as per the provisions of Section 53(1) of IBC, 2016, the Liquidator has distributed the funds among the stakeholders as detailed below:

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CP (IBC) / 182 (CHE) 2023 In the matter of M/s. Eight Constructions Private Limited

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Thus, on examining the submissions made by the Learned Counsel for

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the Applicant and after perusing the documents annexed to the Petition it appears that the affairs of the Company have been completely wound up and

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the assets of the Applicant Company have been completely liquidated and as

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such the Applicant Company deserves to be dissolved. Accordingly, in

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CP (IBC) / 182 (CHE) 2023 In the matter of M/s. Eight Constructions Private Limited

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exercise of the powers conferred under Section 59(8) of IBC, 2016, we hereby order the dissolution of M/s. Eight Constructions Private Limited and the Applicant Company shall stand dissolved from the date of this order. Accordingly, the Company Petition CP (IBC) / 182 (CHE) 2023 stands allowed .

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The Registry and the Liquidator are directed to serve a copy of this order upon the Registrar of Companies, Chennai, and also to IBBI, within 14 days from the date of this Order.

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-Sd/-Sd/RAVICHANDRAN RAMASAMY JYOTI KUMAR TRIPATHI MEMBER (TECHNICAL) MEMBER (JUDICIAL)

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CP (IBC) / 182 (CHE) 2023 In the matter of M/s. Eight Constructions Private Limited

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In the matter of Eight Constructions Private Limited [Cp (Ibc) -182 (Che) 2023]

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In the matter of Eight Constructions Private Limited [Cp (Ibc) -182 (Che) 2023]

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