In Re: Masonite Doors Private Limited Vs

Mohd. Sharief Tariq, J

Under adjudication is IB/50/ND/2020 that has been filed by Mr. Nirmal Kumar Bhesoni (hereinafter referred to as 'Applicant/Liquidator') under Section 59(7) of the Insolvency and Bankruptcy Code, 2016 r/w Regulation 38 of IBBI (Voluntary Liquidation Process) Regulations, 2017 in relation to M/s. Masonite Doors Private Limited (hereinafter referred to as 'Company under Liquidation).

The prayers made by the Applicant/Liquidator are as follows: -

A. That the applicant Masonite Doors Private Limited (in voluntary liquidation) may kindly be order to he dissolved.

B. To pass such other Order or further orders as this Hon'ble Tribunal may deem fit, proper and just under the circumstances of the case.

It is averred that the "Company under Liquidation" was incorporated as a Private Limited Company in consonance with the provisions of Companies Act, 1956 and has its registered office at S-06 B, Sheikh Sari, Phase-I, Triveni Commercial Complex, South Delhi, New Delhi-110017. The "Company under Liquidation" is a closely held Company. The main object of the "Company under Liquidation" is to carry on the business of manufacturing and trading prefabricated doors and related products.

It is further averred that the business and operations of the "Company under Liquidation" had taken a set back from preceding three years and since there were no business, it was found very difficult for the promoters/shareholders to operate the "Company under Liquidation" as a "going-concern". The Directors felt that there is no other alternative but to wind up the Company voluntarily and as there are no assets to be realized.

It is stated that at the meeting of Board of directors held on 24th April 2019 that a full inquiry have made into the affairs of the Company and have formed an opinion that the company is not having any creditors/debts, except for expenses relating to liquidation process, payment of liabilities towards income Tax/PF/VAT/Service Tax etc for Financial Year 2018-19 and other statutory dues which shall be paid in full form the proceeds of assets to be realized in the Voluntary Liquidation.

It is further stated that the Shareholders of the "Company under Liquidation" in the EoGM held on 26.04.2019 re-approved the initiation of Voluntary Liquidation process and appointed the Applicant as the Liquidator of the "Company under Liquidation". Copy of the EoGM is placed at page 146 of the typed set filed with the Application.

It is averred that the Liquidator took control over the "Company under Liquidation" from 26.04.2019 and in compliance to Regulation 14 of IBBI (Voluntary Liquidation Process) Regulations, 2017 caused public announcement on 30.04.2019 in two editions, one in English and another in vernacular, intimating the stakeholders to submit their claims. Copy of the public announcement is placed at pages 150, 151 and 152 of the typed set filed with the Application. Similarly, the "Company under Liquidation" had intimated the Registrar of Companies, New Delhi, in form MGT-14 and form GNL-2 and this has been enclosed as Annexure-F.

It is stated that the Liquidator opened a bank account in the name of "Masonite Doors Private Limited in Voluntary Liquidation: with State Bank of India to meet out the liquidation cost.

It is stated that the Liquidator did not receive any claims from the creditors. Thus there was no liability in the audited books of account of the company either financial, operational or statutory. As required under the regulations the liquidator submitted its preliminary report to the company on 10.06.2019. The copy of preliminary report is enclosed as Annexure-G.

Subsequent to the payment of liquidation cost, the liquidator has closed the liquidation account. A certificate from the bank for closure of the account is enclosed and marked as annexure-L.

It is averred that the 'Company under Liquidation" had no Assets or liability. Since "Company under Liquidation" had no operation and the affairs of the "Company under Liquidation" being completely wound up, the Applicant informed the statutory authorities regarding dissolution of the "Company under Liquidation" in compliance to the provisions of Insolvency and Bankruptcy Code, 2016.

The Liquidator received "No Objection Certificate" from the Income Tax Department which is placed at page 188 of the typed set filed with the Application. As there were huge accumulated losses amounting to Rs 19,23,51,870/- as on 30.11.2019 in the company, thereby eroding the complete net worth of the company, therefore, no payment could be made to the shareholders of the Company.

In view of the necessary compliances made by the "Company under Liquidation" and the Liquidator, this Authority in exercise of the powers conferred under Sub-section (8) of Section 59 of I&B Code, 2016 do hereby order the dissolution of the Corporate Person viz., M/s. Masonite Doors Private Limited, from the date of this Order i.e. 30.01.2020. Accordingly, the Corporate Person stands dissolved and the Liquidator stands relieved, who is directed to preserve a physical or an electronic copy of the reports, registers and books of account referred to in Regulations 8 and 10 of IBBI (Voluntary Liquidation Process), Regulations, 2017, for at least eight (8) year after the dissolution of the Corporate Person, either with himself or with an information utility.

The Registry will forward a copy of this Order to the RoC, with which the Corporate Person is registered. Accordingly, IB-50/ND/2020 stands disposed of.

The Order is pronounced in open court.