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TMI Blog2022 (10) TMI 145X X X X Extracts X X X X X X X X Extracts X X X X ..... ) ORDER [ Per se : Shri Prasanta Kumar Mohanty , Member ( T ) ] 1. This present application has been filed by the Petitioner under Section 59(7) of the Insolvency and Bankruptcy Code, 2016 read with Regulation 38(3) of Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 for Dissolution of the Applicant Company i.e. Nefa Road Carrier Private Limited, seeking the following reliefs: a. The Applicant Company NEFA ROAD CARRIER PRIVATE LIMITED (in Voluntary Liquidation) may kindly be ordered to be dissolved. b. Issue necessary direction to the ROC to change the status of Corporate Person from under liquidation to dissolved. 2. NEFA Road Carrier Private Limited (Corporate Person) was incorporated under the provisions of the Companies Act 1956, on 8th November, 2011 having CIN: U60230AS2011PTC010764, as a private company limited by shares with Registrar of Companies, Shillong. The Authorized Share Capital of the Company is Rs. 10,25,00,000 (Rupees Ten Crore Twenty-Five Lakhs only) divided into 1,02,50,000 equity shares of Rs. 10 each and paid up share capital of Rs. 10,01,00,000 (Rupees Ten Crore One Lakh only) divided into 1,00 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 2/IP-N00413/2017-18/11205) as liquidator of the Company. 6.4 Both of the directors of the Applicant Company have furnished a Declaration of Solvency as per Section 59(3)(a) of the IB Code, 2016 along with an affidavit dated 08.01.2022 stating that they have made a full enquiry into the affairs of the Company, and have declared that the Company has no debts and the Company is not being liquidated to defraud any person. The Applicant will be able to pay its liability in full from the proceeds of assets in the voluntary liquidation. 6.5 In compliance to the provisions of the Section 59(3) of the IB Code, 2016 the company has filed Declaration of Solvency along with audited financial statement and record of business operations of the Company for the previous two financial years viz. year ending 31.03.2020 and 31.03.2021 and statement of the Assets and liabilities of the company as on 30.11.2021 being the latest practicable date before making declaration of solvency in FORM GNL-2 with Registrar of Companies vide SRN T73058596 dated 19.01.2022. 6.6 Pursuant to the provisions of Section 59(3)(c)(i) of IB Code, 2016 read with VLP Regulations, 2017, members of the Company have appr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 7 the liquidator has appointed Kushal Bharat Bagaria as Valuer for fair valuation of the unquoted shares of a company namely, TNE AAC PRIVATE LIMITED held by the Corporate Person/ Applicant as investment. 6.13 The Liquidator has made a public advertisement for the sale of unquoted shares of a company namely, TNE AAC PRIVATE LIMITED held by the Applicant as investment in the newspaper namely, The North East Times on 01.02.2022. 6.14 The Liquidator pursuant to the public announcement on 01.02.2022 for sale of assets of the Corporate Person/Applicant received the expression of interest from the one of the prospective buyers on 03.02.2022 at the agreed reserve price of Rs. 5,39,46,453.00 as mentioned in the newspaper advertisement and further he has deposited the Earnest Money amount of Rs. 26,97,323 into the bank account of Applicant/Corporate Person, on 07.02.2022 via cheques. Since there is only one prospective buyer who has submitted EOI and participated in the bidding process hence, the Corporate Debtor sold the entire shares to him and accordingly deposited the balance amount to Corporate Debtor account via Cheque dated 22.02.2022. 6.15 The Liquidator has submitted a l ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Company is Rs. 10,25,00,000 (Rupees Ten Crore Twenty-Five Lakhs only) divided into 1,02,50,000 equity shares of Rs. 10 each and paid up share capital of Rs. 10,01,00,000 (Rupees Ten Crore One Lakh only) divided into 1,00,10,000 equity shares of Rs. 10 each. 7.3 The application for dissolution of the company (under voluntary liquidation) is made through the Liquidator Mr. Amit Pareek, duly appointed by the Company in its Extra- Ordinary General meeting ( EOGM ) held on 17.01.2022. 7.4 On receiving application from the liquidator, a notice dated 20.04.2022 was issued by the office of ROC Guwahati to the Company (under voluntary liquidation) for furnishing documents and clarification. The Liquidator has submitted reply along with documents on 11.05.2022 as mentioned below: i. Shares transferred alone with photocopy of share certificates, Minutes of Board/Share Transfer Committee Meeting ii. Minutes of Board and Shareholders meeting from 01.04.2018 onwards: However, on examination it is observed that the following minutes of Board meetings and General Meeting have not been submitted: a) Minutes of Board Meeting held on 01.09.2021, in which the board of director has appr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Applicant liquidator to place on record the amount paid by the Corporate Person i.e., Nefa Road Carrier Private Limited as Compounding Fee in compliance of the Hon'ble Regional Director (NER), Guwahati in CP No. 10 (441)/S.203/2019 along with the status of case and also directed the Applicant to once again send the copy of petition to the Income Tax Department. 8.3 The Registrar of Companies (NER) has issued show cause notice dated 23.09.2016 to the Company i.e., Nefa Road Carrier Private Limited and its directors for the non-compliance of section 203(1) read with Rule 8/8A of Companies (Appointment Remuneration and Managerial Personnel) Rules, 2014, and subsequently launched the prosecution before the Court of Judicial Magistrate First Class, Shillong vide CR Case No. 445(S)/2017. 8.4 In pursuant to the aforesaid notice, the Company has appointed the whole time Company Secretary in the Board Meeting held on 01.04.2019 and intimated to ROC (NER) by filing Form DIR-12 vide SRN No. H56380579 dated 24.05.2019 and thereafter filed an Application No. CP No. 10(441)/S. 203/2019 under section 441 of the Companies Act, 2013 for compounding of offence under section 203 (1) o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n was passed to appoint a Liquidator for such purposes. Thus, it appointed Mr. Amit Pareek, the Insolvency Professional as Liquidator. 10.2 The Liquidator has filed copies of paper publication and also copy of public announcements. The Liquidator has duly complied with by taking necessary steps of liquidation process. 10.3 The liquidator has submitted the Final Report, to Insolvency and Bankruptcy Board of India (IBBI) ROC through e-mail dated 08.03.2022 and through registered post dated 07.02.2022 stating that the liquidation process has been conducted, investment in the shares of TNE AAC PRIVATE LIMITED disposed of and the proceeds thereof has been distributed among the shareholders of the Applicant. All the debts of the Company have been discharged to the satisfaction of the creditors and no litigation is pending against the Corporate Person. The said Final Report also filed with Registrar of Companies in e-Form GNL-2 vide SRN T84689520 dated 07.03.2022. 10.4 The Liquidator also obtained necessary bank account closer certificate, by closing all the bank accounts of the corporate person maintained with the State Bank of India, West Guwahati Branch, Guwahati-Assam, afte ..... X X X X Extracts X X X X X X X X Extracts X X X X
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