TMI Blog2021 (5) TMI 854X X X X Extracts X X X X X X X X Extracts X X X X ..... fective filing of annual return as well as there is no effective filing of statutory returns before the RoC and no effective return under the Income Tax, Commercial Tax, Service Tax, Central Excise, or any other law are being filed - Looking to the Balance Sheet of the company, it appears that there is no possibility for the company to restart any business activities. The Commercial Tax Department has also cancelled the registration of the company due to piled up tax liabilities and also took notional possession of the fixed assets of the company to recover the outstanding. It clearly reveals that for the object for which the company was started has totally failed and that the substratum of the company has been eroded and there are/were no meeting of the shareholders, members of board, etc. is being held in the recent past and no statutory returns have been filed and there is no possibility of revival of the company, as such, it is a fit case to pass an order on just and equitable ground for winding up of the respondent company. Petition allowed. - TP 191 of 2019 (CP 98 of 2018) and IA 226 of 2019 in TP 191 of 2019 (CP 98 of 2018) - - - Dated:- 23-4-2021 - Manorama Kumari ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tivity in the company. 4. The Commercial Tax Department has also cancelled the registration of the company due to piled up tax liability on the company and also took notional possession of the fixed assets of the company to recover its outstanding dues. 5. It is submitted that during the financial year 2016-17, the turnover of the company from business operations was NIL and due to recurring expenses the company suffered losses of ₹ 27,83,508/-, which was accumulated to the already accounted losses in the balance sheet piling up the accumulated losses to the tune of ₹ 36,14,14,127/-. The statement of Profit Loss for the year 31.03.2017 is enclosed at page no. 143 of the application. 6. It is further submitted that, as on 31st March 2017, the company had certain current liabilities in respect of Asset Reconstruction Companies, Trade payables, other statutory outstanding, etc. appearing from the current liabilities, i.e. total of ₹ 32,40,70,067/-. However, against the aforesaid liabilities as on 31.03.2017 the company had certain fixed assets, i.e. Land, Building, Plant and Machineries, Office Equipment, etc. 7. It is further submitted that, during the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... record certain facts, regarding the respondent company. 15. SEBI, in its reply submitted that the respondent company is listed on the Bombay Stock Exchange, as such, the provisions of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (hereinafter referred to as Delisting Regulations), Securities Contract (Regulations) Act, 1956 and listing agreement entered between the respondent company and the Bombay Stock Exchange are applicable in the present fact of the case. It is further submitted, during the course of argument, that before winding up of the company, the provisions of the above mentioned Regulations will be required to be complied with by the respondent company. 16. It is further submitted that it has come to the knowledge of the answering respondent that Trading in the securities of the respondent company has been suspended w.e.f. October 17, 2018, under the provisions of SEBI Standard Operating Procedure (SOP) circular dated 30.11.2015 for non-compliance with Regulation 76 of Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018. 17. It is further submitted that as the respondent company ha ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Balance Sheet at 31.03.2017, the company has Secured Loan of ₹ 267,811,000/- and Unsecured Loan of ₹ 8,837,000/-. As per Profit Loss Accounts as at 31.03.2017, turnover of the company is NIL. 23. The RoC further submitted that the pending charges in respect of the company as per MCA21 Portal, are as under:- 24. RoC has also reproduced Report of Board of Directors dated 18.08.2017 in its representation. For the sake of convenience, the same is reproduced herein below:- The Company made reference to the Honourable BIFR in August 2003 and had been declared sick under the provisions of SICA, 1985 vide order dated 17th May 2006. The company made efforts and settled the dues of all the Working Capital Banks and IDBI Financial Institution in the year 2007 through Onetime-settlement of their dues. The remaining two secured creditors, Asset Reconstruction Company ARCIL and Edelweiss Asset Reconstruction Company Limited (bought portfolio from the Financial Institution, Exim Bank of India) had initiated recovery action under Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act (SARFAESI Act), 2002. As the Secure ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e its operations in the future. Once the settlement is done, the company is also hopeful of reinstating of its commercial tax registration and start business operations. Further as the company does not have any manufacturing activities, and also does not have any sales income, it faced severe hardship in complying with several statutory requirements like appointment of a Whole-time Company Secretary. The Company tried its best but considering the company's financial position, none of the candidates agreed to join the company. The company is still trying to comply with this requirement . 25. It is further represented by the RoC that no prosecution has been launched against the Company for violation of any provisions of the Companies Act, 2013. It is further stated that, from the record of the office, one complaint forwarded by PMO office is pending against the affairs of the company and on the basis of said complaint Ministry vide its letter. F. No. 8/13/2018/CL-II (NWR) dated 28.02.2019 has ordered inquiry under Section 206(4) of the Companies Act, 2013, which is under process of this office. 26. Heard the petitioner. Gone through the record also seen the documents ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 1,53,25,517/-, which is not sufficient to completely settle the liabilities of the company, since the operations of the company is completely closed down after April 2011. 33. On perusal of the record, it is found that since there are no business activities in the company, there is no effective meetings of the Board of Directors and the shareholders of the company are being taken place, as such, there is no effective filing of annual return as well as there is no effective filing of statutory returns before the RoC and no effective return under the Income Tax, Commercial Tax, Service Tax, Central Excise, or any other law are being filed. 34. Looking to the Balance Sheet of the company, it appears that there is no possibility for the company to restart any business activities. The Commercial Tax Department has also cancelled the registration of the company due to piled up tax liabilities and also took notional possession of the fixed assets of the company to recover the outstanding. 35. It is to be mentioned herein that the learned lawyer appearing on behalf of SEBI fairly submitted, during the course of argument, that they have no objection provided the Liquidator shall co ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the leave of this Tribunal. vi) The winding up order shall be deemed to have a notice of discharge to the officers, employees and workmen of the company. vii) The promoters, directors, officers and employees, who are or have been in employment of the company or acting or associated with the company shall extend full co-operation to the Liquidator in discharge of her functions and duties. 38. Accordingly, the present Company Petition is allowed and disposed off. 39. The Registry is directed to send a copy of this order to the concerned RoC and the Company Liquidator, within 7 days from the date of passing this order. 40. IA 226 of 2019 in TP 191 of 2019 [CP 98 of 2018] The instant application, i.e. IA 226 of 2019 is filed under Section 255 of the IB Code, 2016 read with provisions of Section 271 (1) (e) of the Companies Act, 2013, by the applicant, for appointment of provisional liquidator or the company liquidator from amongst the Insolvency Professionals registered under the IB Code, Since the Company Petition, i.e. CP 98 of 2018 [TP 191 of 2019], is allowed with detailed observation, the instant application is also disposed of. - - TaxTMI - TMITax - ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
