Capita Symonds India Private Limited Vs

Prabhat Kumar, Member (Judicial)

This is a Company Petition filed under section 59 of the Insolvency and Bankruptcy Code, 2016 (hereinafter called “Code”) by a Corporate person, named Capita Symonds India Private Limited [CIN: U74900MH2011FTC253861] through Liquidator Mr. Bharat Ramakant Upadhyay, the Insolvency Professional, having registration no: IBBI/IPA-002/IP-N00120/2017-18/10289, to initiate voluntary liquidation proceedings under Code. The Corporate Person has complied with requisite formalities and procedure of liquidation as per law and has filed this Petition for its dissolution under section 59 of the Code.

The Petitioner Company was incorporated, under the provisions of Companies Act, 2013, on 25.03.2011 as a private company limited by shares with Registrar of Companies, Mumbai. The Authorized Share capital of the company is Rs. 1,00,00,000/- divided into 10,00,000 equity shares of ₹10/- each. The Paid-up Share Capital of the Company is Rs.15,00,000/- divided into 1,50,000 equity shares of ₹10/- each. The Registered office of the Company is situated at Plant No-6, Godrej & Boyce Compound L.B.S Marg, Opp. Vikhroli Bus Depot Mumbai Mumbai City MH 400079.

The Company, at present, has three directors Mr. Yatish Narendra Doshi (DIN: 03263094), Mr. Deviyan Arvind Shah (DIN: 06763609) and Mr. Robert David Tolfts (DIN: 07856778). It is sumbitted that the Company is not carrying any business and not earning any profits. Accordingly, the Board of Directors (BOD) of the Company in their meeting held on 29.03.2021 resolved to voluntarily liquidate the Company.

Mr. Yatish Narendra Doshi and Mr. Deviyan Arvind Shah, both the Directors of the Company have declared on Affidavit dated 29.03.2021 that as per section 59(3) of the IBC, they have made full inquiry into the affairs of the Company and are of the opinion that the Company has no debts and the Company is not being liquidated to defraud any person. The details above have been filed by the Company with the Registrar of Companies in form no. GNL-2 vide SRN No T11143823 on 01.04.2021.

The members of the Company in their Extra Ordinary General Meeting held on 31.03.2021 passed a Special Resolution to liquidate the Company voluntarily and to appoint Mr. Bharat Ramakant Upadhyay, the Insolvency Professional, having registration no: IBBI/IPA-002/IP-N00120/2017-18/10289 with a remuneration of Rs.1,50,000/- plus applicable taxed for performing the job of liquidation of the Corporate Person as required under section 59 of the Code.

The Liquidator made a public announcement of commencement of liquidation in Form A of Schedule I as per regulation 14 of Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 in the Free Press Journal (Mumbai) and Navshakti (Marathi, Mumbai Edition) on 03.04.2021 inviting for the submission of claims due to Capita Symonds India Private Limited by various stakeholders. The aforesaid public announcement was submitted to Insolvency and Bankruptcy Board of India (IBBI).

The Petitioner has submitted the resolution for the commencement of liquidation, the appointment of a liquidator and a public announcement made in the newspaper to the Registrar of Companies in E-Form MGT-14 vide SRN No. T11146677 on 01.04.2021.

The Petitioner notified the Registrar of Companies, Mumbai and the IBBI, New Delhi, Income Tax about the passing of a Special Resolution to liquidate the Petitioner Company.

The Liquidator did not receive any claims from the operational creditors, financial creditors, workmen, employees and other stakeholders under the advertisement published in the newspaper.

The Petitioner submits that the Company doesn’t have any Creditors, hence their consent for Special Resolution is not required.

The Liquidator has intimated his appointment to the Income Tax Officer, and also intimating that the Liquidator has taken into custody or control all assets, property, effects and actionable claims of the company and will be operating the bank accounts of the company for and on behalf of the company. The letter was submitted to Income Tax Department on 05.04.2021 for “No Objection Certificate” or filing claim, if any. As per IBBI notification No. IBBI/LIQ/45/2021 dated 15.11.2021, it was clarified that as per the provisions of the Code and the regulations r/w Section 178 of the Income Tax Act, 1961.

As per regulation 34 of IBBI (Voluntary Liquidation Process) Regulations, 2017, the Liquidator had duly opened a Bank Account in the name and style of “Capita Symonds India Private Limited”– In Voluntary Liquidation” in Citi Bank. The said Account was also closed on 02.05.2022.

The Liquidator has submitted his Preliminary Report dated 12.05.2021 as required under Regulation 9(1) of IBBI (Voluntary Liquidation Process) Regulation, 2017, during the hearing. In the report, the Liquidator has stated that the company is not doing any business and its books of accounts reflect that the company does not have any liabilities and Creditors nor there are any realizable assets.

The copy of the final report dated 21.01.2022 of the Liquidator is annexed to the petition, which shows the realization and payment to the members of the Company, containing the details as required under regulation 38 of IBBI (Voluntary Liquidation Process) Regulation, 2017. The said final report of the Liquidator is submitted with the Registrar of Companies and sent to IBBI.

The Liquidator has filed this petition before this Tribunal under section 59(7) of IBC seeking an order of dissolution of the Petitioner company.

On examining the submission made by the counsel appearing for the petitioner and the documents annexed to the petition it appears that the affairs of the company have been completely wound up, and its assets have been completely liquidated.

In view of the above facts and circumstances and the submissions made by the Liquidator the Company deserves to be dissolved. Accordingly, we direct that the company shall be dissolved from the date of this order.

The Petitioner is further directed to serve a copy of this order upon the Registrar of Companies, with which the company is registered, within fourteen days of receipt of this order. The Registrar shall take necessary action upon receipt of a copy of this order.