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TMI Blog2022 (6) TMI 1050X X X X Extracts X X X X X X X X Extracts X X X X ..... - Dated:- 21-6-2022 - Hon ble Shri Rohit Kapoor, Member (J) And Hon ble Shri Prasanta Kumar Mohanty, Member (T) ORDER [ Per se : Shri Prasanta Kumar Mohanty , Member ( T ) ] 1. This Application has been filed under Section 271(e) 272 of Companies Act, 2013, seeking an order of winding up of the Respondent Company i.e. Infrastructure Development Company of Nagaland Pvt. Ltd, seeking the following reliefs that: a. The Respondent Company i.e. Infrastructure Development Company of Nagaland Private Limited (IDCNPL), be wound up by and under the directions of the Hon ble Tribunal under the provisions of the Companies Act, 2013; b. A person, as deemed fit and proper by the Hon ble Tribunal, from the panel of Liquidators maintained by the Central Government as per Section 275(2) of the Act, be appointed as the Company Liquidator, with all the powers under the Companies Act, 2013, including the power to take charge of the assets, affairs, books of account, records, vouchers, papers, and documents, of the Respondent Company and to conduct its affairs in the course of winding-up and to distribute its assets in accordance with law; c. Such further and other relief ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... them to appoint nominee directors from Govt. of Nagaland on the board of IDCNPL and adopt the financials of FY 2018-19 and FY 2019-20 or provide a No objection and waiver so that the way forward for resolving IDCNPL would be decided by its existing directors (all nominees of the IL FS group). 2.6 The IL FC management vide letter dated 16 March, 2021 reached out to Chief Secretary, Govt. of Nagaland seeking their support for arriving at a resolution of IDCNPL under the MCA initiated and NCLAT approved resolution framework. 2.7 IDCNPL has no revenue stream, no cash flows and no business operations. Keeping the entity alive without any business operations would incur additional liabilities and costs. Further, given the prevailing circumstances, where a Board Resolution or special resolution cannot be passed as per Section 271(a) of the Companies Act, 2013, due to the absence of nominee Directors of Govt. of Nagaland on the Board of IDCNPL and in the absence of a specific NOC or waiver for the same from Govt. of Nagaland; it would be deemed fair and equitable to close the Respondent Company under Section 271(e) of the Companies Act, 2013. Accordingly, no divestment process ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nding up had been examined and that it was concluded that the Respondent Company was not engaged in any business operations, and further that they have no contracts in hand and hence, no revenue likely to be generated through any business operations. Accordingly, Hon ble Justice (Retd.) D.K Jain agreed with the decision of the Board stating that there is no point in keeping intact the corporate status of the Respondent Company, and therefore, granted the aforesaid approval for winding up of IDCNPL. 2.15 The aforesaid approval by Hon ble Justice (Retd.) D.K Jain was granted subject to the following conditions, namely, (i) the Proposal being presented before this Hon ble Tribunal for its approval; and (ii) no bearing of the approval on investigations, if any, being conducted by any agency into the affairs of IL FS and/or any of its entities. 2.16 As mandated the proposal for winding up the Respondent Company under Section 271(e) of the Companies Act has been approved by the Hon ble National Company Law Tribunal, Mumbai, vide order dated 15th September, 2021, rectified on 22nd October, 2021, in the matter titled Infrastructure Leasing Financial Services Limited vs. union of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... h this Petition is filed, it is essential to reproduce here the relevant provisions of the Companies Act for passing an appropriate Order. Section 271: Circumstances in which company may be wound up by Tribunal. 271. A company may, on a petition under section 272, be wound up by the Tribunal (e) if the Tribunal is of the opinion that it is just and equitable that the company should be wound up. Section 275: Company Liquidators and their appointments. 275. (2) The provisional liquidator or the Company Liquidator, as the case may, shall be appointed by the Tribunal from amongst the insolvency professionals registered under the Insolvency and Bankruptcy Code, 2016 5. It is observed from the papers, documents made available and the submission of the Petitioner that: 5.1 The Respondent Company, Infrastructure Development Company of Nagaland Private Limited (IDCNPL), was not engaged in any business operations since April 2008, and further that they have no contracts in hand and hence, no revenue likely to be generated through any business operations. 5.2 The petitioner has obtained the approval of the Hon ble Justice (Retd.) D.K Jain as per orders of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Company. The Liquidator is to submit progress report every quarter starting the quarter ending September 2022 onwards and ensure that the winding up process is completed within one year from today i.e. on or before 20.06.2023. 7.2 The above Company is hereby restrained from disposing of its assets and properties; 7.3 The costs and incidental to the instant Petition are to be paid out of the proceeds of the assets and properties of the Company, Infrastructure Development Company of Nagaland Pvt. Ltd, winding up cost must not increase for delay, if any, in completion of the entire Winding up process. 7.4 Since there are no assets as reported by the Petitioner, the fee of the Company Liquidator is fixed at Rs. 75,000.00 per month plus GSTB and is to be paid by the Petitioner. In case, if the Liquidator or the Petitioner feels that the fee of the Company Liquidator fixed now is high or less then it has to be sorted out amicably by the Petitioner and the Company Liquidator. However, the Petitioner can recover the amount to be paid as fee to the Company liquidator from the proceeds, if available, of the assets and properties of the Respondent Company. 7.5 The Company Liquidat ..... X X X X Extracts X X X X X X X X Extracts X X X X
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