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TMI Blog2021 (12) TMI 1270X X X X Extracts X X X X X X X X Extracts X X X X ..... d under Section 59 (8) of the Insolvency and Bankruptcy Code 2016, the Applicant Company i.e., M/s. Guwahati Real Estate Limited is ordered to be dissolved with effect from the date of this Order i.e. 30.11.2021 - Petition allowed. - CP. (IB) No. 17/GB/2021 - - - Dated:- 30-11-2021 - Hon ble Shri H.V Subba Rao, Member (J) And Hon ble Shri Prasanta Kumar Mohanty, Member (T) MR. AMIT PAREEK CS PETITIONER PRESENT MR. B. HARLALKA CS PETITIONER IN VIDEO NONE -- RESPONDENTS CONFERENCE ORDER [ Per se: Shri Prasanta Kumar Mohanty, Member (T) ] 1. The present application i.e. CP (IB) No. 17/GB/2021 is being filed by Voluntary liquidator Mr. Amit Pareek for dissolution of the Guwahati Real Estate Limited (GREL) under Section 59(7) of the Insolvency and Bankruptcy Code, 2016 and other applicable provisions of the IB Code, 2013 read with Regulation 38(3) of Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017. 2. The Authorized Share Capital of the Applicant Company i.e. Guwahati Real Estate Limited (GREL) is ₹ 10,00,000.00 (Rupees Ten Lakhs only) consisting of 1,00,000 Equity Shares of ₹ 10 (Rupees Ten ea ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... STATE LIMITED . Pursuant to the said special resolution the Registrar of Companies, Shillong issued a certificate on 11.06.2015 by which the name of Gauhati Stock Exchange Limited having CIN U45309AS2005PLC007979 has been changed from GAUHATI STOCK EXCHANGE LTD to GUWAHATI REAL ESTATE LIMITED . Copy of the Certificate issued on 11.06.2015 by Registrar of Companies, Shillong has been annexed. 9. It is submitted that at present there are six (6) Directors in the Board of the Company whose names are tabled as under:- Sr. No. DIN Full Name Designation 1. 00724634 RAJESH GOENKA Director 2. 00907492 JAMBU KUMAR JAIN Director 3. 02310229 SURENDRA KUMAR HOLANI Director 4. 02396957 KAPOOR CHAND JAIN Director 5. 03583987 RAJEN CHANDRA CHOUDHURY ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... India (Voluntary Liquidation Process) Regulations, 2017, the Board of Directors of the Company proposed and passed Board Resolution at their duly held Board Meeting on 18th January, 2019 to voluntarily liquidate the Company and appointed Mr. Om Prakash Rathi, Insolvency Professional (IBBI Reg. No. IBBI/IPA-002/IP-N00366/2017-18/11034) as liquidator of the Company. Copy of the Board Resolution has been annexed. 13. Again, all the Directors of the Corporate Person have furnished a Declaration as per Section 59 (3)(a) of the IB Code, 2016 on 18th January, 2019 stating that they have made full inquiry into the affairs of the Corporate Person and formed the opinion that the Corporate Person will be able to pay its liability in full from of the proceeds of assets in the voluntary liquidation. It is also stated that, the Corporate Person is not being liquidated to defraud any Person. Copy of the Declaration of Solvency issued under Section 59 (3) (a) has been annexed. 14. It is further submitted that in compliance to the provisions of the section 59 (3)(a) of the IBC Code, 2016 the company has filed Declaration of Solvency along with audited financial statement and record of busine ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... vency and Bankruptcy Board of India on 21.02.2019 by registered post with respect of commencement voluntary liquidation of the Corporate Person. Copies of the intimation served to ROC and Income tax and IBBI have been annexed. 19. That the Corporate Person maintained four bank accounts with Punjab National Bank erstwhile United Bank of India. Out of these four accounts one account converted into Liquidation Account and Mr. Om Prakash Rathi, Liquidator of the Company has been appointed as sole authorized signatory. That in pursuant to Public announcement (Newspaper Advertisement) dated 16.02.2019, the liquidator has not received/ any claims from any stakeholders and regulatory departments. In pursuance to Regulation 9 of the VLP Regulations, Liquidator has prepared and submitted the Preliminary Report to the Corporate Person on 30th march, 2019. Copy of the Preliminary report has been annexed. 20. It is submitted that pursuant to the provisions of Section 59 (3)(b)(ii) of IB Code, 2016 read with VLP Regulations, 2017 the liquidator, Mr. Om Prakash Rathi has appointed Dharmesh L Trivedi Co. as valuer for fair valuation of the unquoted Equity shares of a company namely Inter-C ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... No. 117062010119 (through Hand Delivery) and E-mail dated 24.02.2021. In response to that Income Tax Department has issued letter having letter No. ITBA/ASK/F/73/2020-21/1031256107 dated 05.03.2021 (Ack. No: 1107062010119) showing demand amounting to ₹ 10/- for A.Y 2018-19 and ₹ 10/- for A.Y 2019-20 the same is paid by liquidator on 27.03.2021. Copy of letter dated 11.12.2020, 24.02.2021 Email dated 24.02.2021 to Income Tax Department for NOC and challan paid have been attached. 27. Pursuant to Regulation 37(2) of the Insolvency and Bankruptcy Board of India (Voluntary Liquidation) Regulations, 2017, 2nd Meeting of Contributories was held on Saturday on 13th February 2021 at 11:30 a.m. at 405, 4th Floor, K C Choudhury Road, Ram Prasad Complex, Chatribari, Guwahati-781001. That as per Regulation 38 of the VLP Regulations, Liquidator has prepared and sent Notice of General Meeting of Contributories along with the Final Report and audited receipt payment pertaining to commencement of liquidation date till final report i.e. 14.02.2019 to 04.03.2021 to the contributories of the Company on 4th March, 2021. 28. It is submitted that the Meeting of Contributories was ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 0th January, 2020, details of which are provided in FORM-G as per Regulation 39 of the VLP Regulations. Copy of FORM-G has been annexed. 31. It is again submitted that after distribution of entire proceed payment of liquidation expenses all the bank accounts of the corporate person maintained with Punjab National Bank, A.T Road Guwahati erstwhile United Bank of India have been closed by the Liquidator and necessary bank closer certificate has been obtained. Copy of closure certificate issued by Bank has been annexed. 32. Again, the Auditors report for the year ended 31.03.2021 states that the company does not have any pending litigations which would impact its financial position, proper books of accounts as per law have been maintained, and the company did not have any liability for which there were any foreseeable material losses. Copy of Audit report for the year ended 31.03.2021 has been annexed. 33. The following reliefs in this instant application have been prayed for by the Liquidator: i. The Applicant Guwahati Real Estate limited (in Voluntary Liquidation) may kindly be ordered to be dissolved. ii. To issue necessary direction to the ROC to change the status ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ty Six only) to the IBBI- Corporate Liquidation Account, PNB, Barakhamba Road Branch, New Delhi. 35. In pursuance to the order dated 01.10.2021 of this Bench, Mr. Amit Pareek, appointed as the Voluntary Liquidator has submitted his response dated 07.10.2021 to the Report of the ROC. In the said response the Voluntary Liquidator has submitted that: following observations: 35.1 The content of the Para 4 of the Report mentions the applicability of IBBI circular No. IBBI/VL/028/2020 dated 09.01.2021 regulation 46 in relation for the deposit of unclaimed amount of ₹ 9,09,596/- (Rupees Nine Lakhs Nine Thousand Five Hundred and Ninety Six only) as Deposit of unclaimed dividends and/or undistributed proceeds of liquidation process in accordance with regulation 46 of the Insolvency and Bankruptcy Board of India (Liquidation Process) Regulation, 2016. 35.2 The supra circular is applicable for Liquidation Process not for Voluntary Liquidation Process. It is submitted that the correct circular for Voluntary Liquidation is Circular No. IBBI/VL/028/2020 dated 20.01.2020 and the same is also mentioned in page no. 32 of application filed u/s 59 of IBC, 2016 with NCLT Guwahati Be ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... lation 39 of the VLP Regulations. 36.5 The Liquidator also obtained necessary bank closer certificate, by closing all the bank accounts of the corporate person maintained with Punjab National Bank, A.T Road Guwahati erstwhile United Bank of India, after distribution of entire proceed payment of liquidation expenses. 36.6 The company does not have any pending litigations which would impact its financial position, proper books of accounts as per law have been maintained, and the company did not have any liability for which there were any foreseeable material losses. 36.7 The Company is not involved in any kind of business activities, wherein the public interest at large is involved or it is going to be affected adversely in case such dissolution of the Company is ordered. 37. Considering the above facts, documents submitted, submissions made, We are of the considered view that the present petition should be allowed. Consequently, this Adjudicating Authority in exercise of power conferred under Section 59 (8) of the Insolvency and Bankruptcy Code 2016, the Applicant Company i.e., M/s. Guwahati Real Estate Limited is ordered to be dissolved with effect from the date of ..... X X X X Extracts X X X X X X X X Extracts X X X X
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