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TMI Blog2022 (9) TMI 682X X X X Extracts X X X X X X X X Extracts X X X X ..... Company i.e. Serco Integrated Transport Private Limited is a company incorporated under the provisions of the Companies Act, 1956 having CIN No. U74110HR2009FTC039407 and its registered office is situated at Plot 838, Sector 38, opposite HUDA Market Gurugram, Gurgaon HR 122001 IN. 2.2 It is stated that the main objects of the company was to act as financial consultants, management consultants, and provide advice, services, consultancy in various fields, general administrative, commercial, financial, legal, direct and indirect taxation and other levels, statistical, accountancy, quality control and date processing including consultancy in software solution, IT and application services related to above connected matters. The Memorandum of Association and Articles of Association of the Company, a copy of which is attached as Annexure A-1 of the petition. 2.3. The Authorized Share Capital of the Applicant Company is Rs.5,00,000/- divided into 50,000 Equity shares of Rs.10/- each. Whereas, the issued, subscribed and paid-up capital is Rs. 1,87,520/- divided into 18,752 Equity shares having a face value of Rs. 10/- each. Copy of Master Data of the applicant company, as available on t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ar of Companies about the voluntary liquidation and appointment of liquidator in Form MGT 14 and Form GNL 2 and the same was approved and taken into record by Registrar of Companies, NCT Delhi & Haryana. A copy of Form MGT-14 and Form GNL-2 has been attached with the petition as Annexure A-7 & page 33 of compliance affidavit filed vide Diary No. 01564/05 dated 01.08.2022. 2.8 In compliance with the Regulation 8(1) (a) and 9 of the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 the liquidator had submitted a Preliminary Report dated 10.09.2018 to the members of the applicant company. A copy of the Preliminary Report has also been annexed with the petition as Annexure A-13. 2.9 It is stated that until the last date of receipt of claim i.e. 25.08.2018, no claim has been received from any of the creditors of the corporate person because there were two creditors appearing as on 30.06.2018 as per the declaration of solvency filed by the company and both were paid before the liquidation commencement date. 2.10 It is averred that the liquidator informed the Income Tax Department informing about the voluntary liquidation of the company as we ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ds to liquidate itself voluntarily and has not committed any default may initiate voluntary liquidation proceedings under the provisions of this Chapter. 2. The voluntary liquidation of a corporate person under sub-section (1) shall meet such conditions and procedural requirements as may be specified by the Board. 3. Without prejudice to sub-section (2), voluntary liquidation proceedings of a corporate person registered as a company shall meet the following conditions, namely:- a. a declaration from majority of the directors of the company verified by an affidavit stating that i. they have made a full inquiry into the affairs of the company and they have formed an opinion that either the company has no debt or that it will be able to pay its debts in full from the proceeds of assets to be sold in the voluntary liquidation; and ii. the company is not being liquidated to defraud any person; b. the declaration under sub-clause (a) shall be accompanied with the following documents, namely;- i. audited financial statements and record of business operations of the company for the previous two years or for the period since its incorporation, whichever is later; ii. a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... at the Board of Directors of the Company has taken a conscious decision for closing down the company. Thus, the Board of Directors of the company have unanimously proposed to liquidate the company by invoking the provisions of voluntary liquidation under Section 59 of the Code. 6. It has been mentioned in the petition that the liquidator has satisfied the claims received, therefore, no prejudice and loss will be caused to anyone, if the company is dissolved. In support of the same, the company has duly passed the requisite Special Resolution in its Extra Ordinary General Meeting on 27.07.2018 by confirming the decision of its Board of Directors and proposing for its Voluntary Liquidation. The EOGM had also passed a further resolution to appoint Ms. Monika Kohli, Insolvency Professional, having Registration No. IBBI/IPA-002/IP-N00078/2017-18/10209 as Liquidator of the applicant company. 7. From the perusal of the record of the case, it is seen that the Liquidator, after his appointment has duly performed his duties and completed necessary formalities to complete the liquidation process of the applicant company, which has been averred in the present petition and, thus, the liquidat ..... X X X X Extracts X X X X X X X X Extracts X X X X
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