Shreyansh Professionals Limited vs Registrar Of Companies

Shri Raghu Nawar, Technical Member

 This Application is filed by M/s Shreyansh Professionals Limited (‘Company’/‘Corporate Debtor’) through the Liquidator, namely

Mr. Prashant Agrawal, seeking dissolution of the Corporate Person through voluntary liquidation under Section 59 of the Insolvency and Bankruptcy

Code, 2016 (‘Code’) read with Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 (‘IBBI

Regulations’).

 The aforesaid Company is a private limited company incorporated on 03.05.1995 under the provisions of Companies Act, 1956 bearing Corporate

Identification Number U67120RJ1995PLC009961 with its registered office at P-7, Tilak Marg, C-scheme, Jaipur-302005 (Rajasthan). The authorized

share capital of the Company is Rs. 10,00,000/- (Rupees Ten Lakhs Only) divided into 1,00,000 equity shares of Rs. 10/- each and paid up share

capital of the Company Is Rs. 8,50,000/- (Rupees Eight Lakh Fifty Thousand Only) divided into 85,000 equity shares ofRs. 10/- each.

 The main objects of the company include to render service as consultants advisers, planners for project including industrial, mineral, commercial,

trading, agriculture, to prepare project report and work as project appraisers, to do necessary market survey and research to arrange financial

syndicate including loans from institution, bank to execute, monitor set up projects on turnkey basis, to arrange technical and financial collaboration,

technology plant and machinery, stores, equipments and to do all things necessary thereto.

 As per the Master Data, the Company has three directors namely, Mr. Ravindra Singh Bhandari, Ms. Manju Jain and Mr. Prakash Mai Salecha.

Further the Board of Directors (‘BOD’) of the Company in their meeting held on 20.07.2020 resolved to voluntarily liquidate the Company and

appoint a Liquidator, subject to approval from shareholders by special resolution (Annexure 3). In consequence of the aforementioned resolution, the

directors of the Company had filed an affidavit dated 28.07.2020 in support of declaration of solvency stating that they have made full enquiry into the

affairs of the Company and they have formed an opinion that the company has no debts and the Company is not being liquidated to defraud any

person, The Directors have appended, to the aforesaid affidavit, audited financial statements of the Company of previous two financial years, viz. year

ending 31.03.2019 and 31.03.2020. Copy of declaration along with Auditor’s report and directors’ report are annexed as Annexure-6 to the

Application. It is stated that the Company had no fixed assets and inventory, therefore there was no requirement to get valuation of assets of the

Corporate Debtor by registered valuers. .

 The Annual General Meeting (‘AGM’) of directors and shareholders of the Company was held on 13.08.2020 and a special resolution was

passed , in pursuance to the provisions of Section 59(3)(c) of the Code, wherein the Prashant Agarwal an Insolvency Professional (IBBI/IPA-001/IP-

P00053/2017-18/10127) was appointed as the Liquidator of the Company. The copy of special resolution and minutes of AGM are annexed as

Annexure-8.

 In compliance of Regulation 3(2) of the IBBI Regulations, the Company intimated the Registrar of Companies (‘RoC’) by filing Form

MGT-14 on 31.08.2020. Due intimation was also given to the Insolvency and Bankruptcy Board of India (TBBF) vide letter and email dated

25.08.2020 and the IBBI via its reply dated 16.09.2021 stated that they have no objection against the dissolution of the Company and the same has

been recorded through Diary no. 1977/2021 dated 28.09.2021.

 As per the requirement of Regulation 14 of the IBBI Regulations, the Liquidator published notification in two newspapers namely, “Economic

Times’ in English and ‘ Virat Vaibhav’ - Jaipur Edition in Hindi on 19.08.2020 intimating commencement of liquidation proceedings to the

public at large and inviting claims from various stakeholders on or before 12.09.2020. Copies of newspaper advertisements are attached as Annexure

10 (Colly). The Liquidator served a copy of public announcement to IBBI and uploaded a copy of the same along with copies of newspaper

publication on its online portal in compliance of Regulation 5(2) of the IBBI Regulations which was duly approved by IBBI and added in the list of

assignments of Liquidator w.e.f. 22.08.2020.

 Subsequently, the Liquidator intimated all the concerned authorities including the Income Tax Department, Bank of Baroda (Banker of

Company), RoC and Regional Director regarding commencement of Voluntary Liquidation proceedings against the Company.

 In terms of Regulation 9 of IBBI Regulations, the Liquidator submitted a preliminary report dated 20.09.2020 stating that the Company has no

assets available, except cash, bank balance and other financial assets and liabilities in the form of tax liability and other current liabilities as on date of

commencement of liquidation i.e., 13.08.2020. and prepared the accounts from 01.04.2019 till commencement of liquidation on 13.08.2020 of the

Company. (Annexure-13). The Liquidator further stated that he didn’t find any reason to enquire further in relation to the promotion, formation or

failure of the corporate person and its conduct of business thereof.

10.It is submitted that the Liquidator received a claim from M/s N. Bhandari & Co. being Operational Creditor for ?5000/- (Annexure - 15) and

admitted its claim (Annexure - 16) being the sole stakeholder of the Company. M/s N. Bhandari & Co. then nominated Mr. Nitin Bhandari, FCA to be

part of stakeholders’ consultation committee. Later, the Liquidator also published a public announcement pertaining to intimation to public at large

regarding status of claims, in two newspapers i.e., Economic Times (English) and Prathkal (Hindi), Jaipur Edition on 21.10.2020. The said list was also

published on the Liquidator’s website.

It is further stated that the Liquidator appointed an audit firm named H.S Badaya & Co. to audit the accounts of the Company. The Liquidator also

prepared and maintained progress reports of the Company for quarter ending on 30.09.2020, 31.12.2020 and 31.03.2021. It is stated that a Bank

Account in the name of‘Shreyansh Professionals Limited in Voluntary Liquidation’ was opened with IDFC Bank and the said account was

closed after completing all the procedure as per Section 59 of the Code, w.e.f. 17.03.2021,

The Liquidator also approached the Income Tax Officer, Ward 6 (2), Income Tax Office, Statue Circle, Jaipur on 15.12.2020 with a request to

issue a No Objection Certificate (NoC). In this regard, the Company had received the NoC vide letter dated 18.01.2021 stating that the Company has

filed its Income Tax returns upto assessment year 2020-21 and no demand is outstanding in respect of the Company except that the interest of the

revenue be protected to the extent that if any demand arises then the Company may pay the demand as and when it arises. .

The Liquidator had the accounts audited for the liquidation period and submitted his final report dated 21.04.2021 (Annexure-23 of the petition) as

per Regulation 38 of the Voluntary Liquidation Process Regulations, 2017.

The said final report was also sent to RoC by filing e-form GNL-2 and email dated 23.04.2021. The report was sent to IBBI via letter and mail

dated 21.04.2021. The copy of the final report of the Liquidator is annexed to the application, detailing how the liquidation process has been conducted.

It is stated in the report that the Liquidator had made payment towards the sole operational creditor on 22.12.2020. It is further stated that after

completing various proceedings relating to voluntary liquidation of the Company, including distribution to shareholders, the Company’s bank

account was closed w.e.f. 07.12.2020. Thus, the liquidation proceedings headed for conclusion.

The Liquidator has stated that he has maintained registers and books of accounts of the Company as per Regulation 10 of the Regulations. It is

further stated that he shall preserve a physical as well as electronic copy of the reports, registers and books of accounts for at least eight years after

the dissolution of the Company, either with himself or with an information utility.

 When the matter was heard on 20.07.202 f, this Bench had directed that notices be issued to the RoC, Income Tax Department and the IBBI.

It is seen that the IBBI and the Income Tax Department have given the NoC with respect to voluntary liquidation of the Company. The RoC has not

filed any observations and it is presumed that they do not have any objection to voluntary liquidation of the Company.

17.It is seen that necessary compliances of Section 59 and other relevant provisions of the Insolvency and Bankruptcy Code, 2016 read with the

regulations have been made within 12 months from the date of commencement of the liquidation proceedings.

18.In view of the foregoing and the necessary compliances which have been made by the Corporate Person and the Liquidator, this Adjudicating

Authority in exercise of the powers conferred under sub-section (8) of Section 59 of the Insolvency and Bankruptcy Code, 2016 hereby allows CP

No. (IB) 29/59/JPR/2021 with the following directions:

i. Â The Corporate Person, Shreyansh Professionals Limited, stands dissolved from the date of this Order i.e., 07.02.2022.

ii. Â The Liquidator is directed to file a copy of this order with the concerned Registrar of Companies, Income Tax Department and IBBI within 14 days from the date

of receipt of an authentic copy this order, for information and necessary action.

iv. The Liquidator shall preserve a physical or electronic copy of the reports, registers and books of account referred to in Regulations 8 and 10 of IBBI Regulations

for at least eight years after the dissolution of the Corporate Person, either with himself or with an information utility.

 Copy of the order be served to the Applicant.

Accordingly, CP No. (IB) 29/59/JPR/2021 stands disposed of.