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TMI Blog2020 (2) TMI 498X X X X Extracts X X X X X X X X Extracts X X X X ..... reason for its voluntary liquidation and proposed dissolution of the company by contending that the company was incorporated for doing business as a Non-Banking Finance Company and obtained licence from Reserve Bank of India ("RBI") in the year 1999, to become a Non-Banking Finance Company ("NBFC") and it got registered as NBFC Company. However, due to some policy changes made by of the Reserve Bank of India ("RBI") in the revised Regulatory Framework for the NBFC, the RBI issued a notification on 27.03.2015 and specified that Rupees Two Crores as net owned fund is required for a non-banking financial company to commence or carry on its business of non-banking financial institution. Although, all the NBFCs, holding certificate of registration as on the date, holding less than Rupees Two Crores were allowed to carry on its business of non-banking financial institution yet were required to achieve net owned fund of Rupees Two Crores before the 01.04.2017. 4. Therefore, the present Petitioner Company, due to lack of funds could not be able to achieve such target of its net owned funds upto Rupees Two Crores within the deadlines, thus, the company was not able nor remained authorised ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... authorised share capital of the company M/s. Madhumalti Capital Pvt. Ltd. is stated to be Rs. 80,00,000/- (Rupees Eighty Lakhs) divided into 8,00,000 (Eight Lakhs) equity shares of Rs. 10/- (Ten) each. The issued, subscribed and paid-up share capital of the company is Rs. 80,00,000/- (Rupees Eighty Lakhs only) divided into 8,00,000 (Eight Lakhs) equity shares of Rs. 10/- (Rupees Ten) each. 8. In support of the present Company Petition, the Petitioner has filed its solvency declarations made by Board of Directors of the company by way of affidavits of Mrs. Vibha Poddar, Chairman and Mr. Amitabh Agrawal, being director of the company. They both in their separate declaration have stated that the present company is not being dissolved to defraud its creditors or other statutory authorities to avoid its statutory dues. In support of such declaration, the Petitioner has annexed a copy of the audited financial statement for two years which was filed with the Registrar of Companies, Ahmedabad in compliance of Section 59(3) of the IB. Code, 2016 in E-Form GNL-2 wide SRN: G93865442 on 25.07.2018 the petitioner have also produced independent audit report of Chartered Accountant, M/s. Pincha ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... per final distribution of the assets of the company (Annexure C) amount of Rs. 5,40,000/- were paid towards Income Tax dues by the company. Such Final Report is prepared by the Liquidator and duly clarified by a Chartered Accountant of the company, M/s. Pincha & Tola Associates on 18.01.2019. 15. The Petitioner/Liquidator, in his Preliminary Report dated 01.09.2018 has already stated that the company is not doing any business and its books of account reflects that the company was having assets of book value of Rs. 1,09,74,065/- (Rupees One Crore Nine Lakhs Seventy-Four Thousand and Sixty Five only) which may be estimated to be realise with Rs. 1,27,15,877/- (Rupees One Crore Twenty-Seven Lakhs Fifteen Thousand Eight Hundred Seventy Seven only) and long term liabilities of Rs. 10,000/- (Rupees Ten Thousand only). Further, it is stated in the report that the company is having no revenue and its expenses are mainly towards legal and professional charges, auditor's fees, income tax etc. 16. The audited financial statements of the company reflect a true and fair picture of the affairs of the company. 17. The statement of payment in liquidation process furnish details/particulars ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ssued by HDCF Bank, Navrangpura, Ahmedabad Branch showing the account holder's name as M/s. Liquidation AC Madhumalti Capital P. Ltd. (in voluntary liquidation). The statement has been certified by the Bank stating that the account has been closed on 27.12.2018 (page 113 of Annexure N). 22. Thus, the Applicant/Liquidator now submits completed all the statutory procedures as envisaged by the IBC to be completed for the process of Voluntary Liquidation and thereafter filed the present petition seeking for Final Dissolution of the company. 23. In view of the above given facts and circumstances of the present case, we examined the relevant provisions of Section 59 of the IB. Code, 2016 which reads as under: Section 59. Voluntary liquidation of corporate persons (1) A corporate person who intends 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 proce ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ary liquidation proceedings for corporate persons with such modifications as may be necessary. (7) Where the affairs of the corporate person have been completely wound-up, and its assets completely liquidated, the liquidator shall make an application to the Adjudicating Authority for the dissolution of such corporate person. (8) The Adjudicating Authority shall on an application filed by the liquidator under sub-section (7), pass an order that the corporate debtor shall be dissolved from the date of that order and the corporate debtor shall be dissolved accordingly. (9) A copy of an order under sub-section (8) shall within fourteen days from the date of such order, be forwarded to the authority with which the corporate person is registered. 24. Having heard the submission of Learned PCS, Mr. Manish Buchasia for the Liquidator and having gone through the documents annexed with the present petition we find that the petitioner Liquidator has duly complied with the prescribed procedure seeking for voluntary liquidation and dissolution of the petitioner company. It is also found that affairs of the company are completely closed down and the assets of the company have been complet ..... X X X X Extracts X X X X X X X X Extracts X X X X
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