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2025 Supreme(Online)(NCLT) 71
IN THE NATIONAL COMPANY LAW TRIBUNAL
NEW DELHI BENCH
COURT – IV
C.P.(IB)/240/ND/2023
[Under Section 59 of the Insolvency & Bankruptcy Code, 2016 read with
Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process)
Regulations, 2017]
In the matter of:
M/s Marius Risk Management Private Limited
CIN: U72900DL2011PTC225919
Through Liquidator Mr. Amit Gupta
…Applicant
Versus
Registrar of Companies …Respondent
Order Delivered on: 28.02.2025
CORAM:
SHRI MANNI SANKARIAH SHANMUGA SUNDARAM,
HON’BLE MEMBER (JUDICIAL)
DR. SANJEEV RANJAN,
HON’BLE MEMBER (TECHNICAL)
PRESENT:
For the Applicant : Mr. Rishabh Singh, Mr. S. Shiva, Advs.
For the RoC : Ms. Niti Khurana, Adv.
For the Petitioner:KARAN GANDHI
A company can be dissolved under the Insolvency and Bankruptcy Code if all liabilities are cleared and statutory requirements are met.
Headnote:(A) Insolvency and Bankruptcy Code, 2016 - Section 59 - Voluntary liquidation - Application filed by Liquidator for dissolution of M/s Marius Risk Management Private Limited - No claims received from stakeholders, all liabilities cleared, and assets liquidated - Compliance with statutory requirements demonstrated. (Paras 1-12)
(B) Liquidator's duties - The Liquidator must ensure all formalities are completed for dissolution, including public announcements and compliance with regulations. (Paras 7, 10, 12)
Facts of the case:
The application was filed for the dissolution of a company that had voluntarily liquidated after all liabilities were cleared and assets distributed. The company had no pending claims or liabilities as of the liquidation commencement date. (Paras 1, 2, 8, 12)
Findings of Court:
The court confirmed that the liquidation process was duly completed, with no objections from stakeholders or statutory authorities. (Paras 8, 12)
Issues: The main issues included whether the Liquidator had complied with all statutory requirements and whether the dissolution should be granted. (Paras 8, 12)
Ratio Decidendi: The court held that the Liquidator had fulfilled all statutory obligations and that there were no objections to the dissolution, thus allowing the application. (Paras 8, 12)
Result: The Applicant Company is ordered to be dissolved with effect from the date of pronouncement of this order.
ORDER
PER: MANNI SANKARIAH SHANMUGA SUNDARAM, MEMBER (JUDICIAL)
1. The instant application has been filed by the Liquidator Mr. Amit Gupta on behalf of M/s Marius Risk Management Private Limited (Applicant) under Section 59 of the Insolvency & Bankruptcy Code, 2016 (“Code”) read with Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 (“Voluntary Liquidation Regulations”) seeking the following prayer(s): -
a) Allow the present application and pass an order for dissolution of Marius Risk Management Private Limited; and
b) Pass any other Order as this Tribunal may deem fit and necessary in the present circumstances of the case.
2. The brief facts, giving rise to filing of the instant Application, which are just and necessary for adjudication, are narrated hereunder: -
i. The Applicant i.e., M/s Marius Risk Management Private Limited is a private limited company was incorporated on 05.10.2011 under the provisions of the Companies Act, 1956 having CIN: U72900DL2011PTC225919 and having its registered office at 10-B, Sagar Apartment 6, Tilak Marg, New Delhi-110001.
ii. The Applicant submits that since its incorporation it was engaged to develop, create, test, market and buy and sell all kinds of software related to risk analysis and management, system security, system integrity, credit card uses and credit administration and individual/personal/corporate credit information and database administration and to undertake the designing and development of system and applications software for its own use of for sale in India or for export outside India.
iii. The Applicant submits that the Board of Directors in their meeting held on 14.08.2021 had passed a resolution for voluntary liquidation of the Applicant Company and appointment of Mr. Amit Gupta, Insolvency Professional as liquidator of the Company. Further, the directors of the Applicant-Company had signed the declaration of solvency dated 11.08.2021 and in the meeting also took note of the provisional financial statements for the period ended on 14.08.2021. The same were filed in e-form GNL-2 on 19.08.2021 vide SRN T36415693 which was duly approved by ROC.
iv. The Applicant submits that the shareholders of the Company in its Extra-Ordinary General Meeting was held on 14.08.2021 wherein the members of the Company had approved a special resolution relating to voluntary winding up of the company and appointment of Mr. Amit Gupta, Insolvency Professional, having registration no. IBBI/IPA-002/IP-N00021/2016-2017/10048 as Liquidator. The applicant company had duly filed the Special Resolution with the Registrar of Companies of in e-form MGT-14 SRN: T36410025 along with Extracts of the Minutes of EGM.
v. The applicant submits that as per Regulation 14 of the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 , public announcement in Form A of Schedule I was published in the “Business Standard” English and Hindi Language on 17.08.2021, being the newspaper having wide circulation at the location of the registered office of the Applicant Company inviting claims of stakeholders, if any, and to submit their claim within 30 days, from the date of commencement of liquidation. The last date of submission of Claims was 13.09.2021. The Public announcement was notified to the Insolvency and Bankruptcy Board of India (the “IBBI”) for the publication on its website.
vi. That in response to the public announcement made by the Liquidator, the Liquidator did not receive any claims. Further, there were no liabilities outstanding as on the liquidation commencement date i.e., 14.08.2021 as per the provisional financial statement of the company as on 14.08.2021 submitted with the Liquidator.
vii. That the Liquidator had sent an intimation letters to various statutory authorities such income tax, IBBI, ICSI (IPA) and the Registrar of Companies etc.
viii. That as per Section 53 of the Code, the only stakeholders of the company is the sharehold
