The tribunal's discretion allows for the winding up of a company under the Companies Act, even without certain procedural requirements, when justified by the company’s incapacity to conduct business.

NATIONAL COMPANY LAW TRIBUNAL

COURT ROOM NO. 1

MUMBAI BENCH

Item No. 34

CP/107(MB)2025

CORAM:

SH. PRABHAT KUMAR SH. SUSHIL MAHADEORAO KOCHEY HON’BLE MEMBER (TECHNICAL) HON’BLE MEMBER (JUDICIAL)

ORDER SHEET OF THE HEARING ON 23.09.2025

NAME OF THE PARTIES: GITANJALI GEMS LIMITED THROUGH V/s

BEZEL JEWELRY (INDIA) PRIVATE LIMITED

Section 271-273 of the Companies Act, 2013

ORDER

CP/107(MB)2025

1. Adv. Rohit Gupta, Adv. Abha Patel i/b Fortis India Law for the Petitioner are

present.

2. This is an Application filed by Gitanjali Gems Limited Through, its Liquidator,

Mr. Santanu T Ray under Section 271-273 of the Companies Act, 2013 r/w Rule 9 of the Companies (Winding Up) Rules, 2020 r/w Rule 11 of the NCLT Rules,

2016. The Applicant seeking following reliefs :

a. This Tribunal be pleased to dispense with the requirement of filing a

statement of affairs of the Respondent No.1 Company proposed to be wound up, as contemplated under Section 272(4) of the Companies Act,

2013;

b. This Tribunal be pleased to dispense with the requirement for a special

resolution to be passed either by the board of the Respondent No.1

company or in the shareholder’s meeting of the Respondent No.1 Company or any resolution of the Petitioner Company;

c. This Tribunal be pleased to pass an order for winding up of the Respondent No.1 Company under Section 272 of Companies Act, 2013;

d. The Tribunal be pleased to appoint Mr. Santanu T Ray having ꞏregistration number IBBI/IP A002/IPN00360/2017-2018/11055, as Liquidator of the Respondent No. I Company for a fee as prescribed under Regulation 4 of the IBBI (Liquidation Process) Regulations, 2016;

e. This Hon’ble Tribunal be pleased to pass any further directions and orders as this Tribunal may deem fit in the facts and circumstances of the present case.

3. The present Petition is filed by Gitanjali Gems Limited (hereinafter referred to as "Petitioner/Parent Company") through its Liquidator under the provisions of Section 271 (a) read with Section 2 72(1 )(a) of the Companies Act, 2013 ("Act") read with Rule 9 of the Companies (Winding up) Rules, 2020 and other applicable provisions of the Companies Act, 2013 and rules made thereunder for seeking an order of winding up of the Respondent No.1 Company, namely Bezel Jewelry (India) Private Limited, and to appoint a liquidator as per Section 275 of the Companies Act as liquidator with all powers as mentioned under the Act.

4. The present Petition has been filed through Mr. Santanu T. Ray, being the liquidator of Gitanjali Gems Limited i.e. the Petitioner herein, appointed vide order dated 7^th February 2024 of this Tribunal in Company Petition No 3585 of 2018, filed against the Respondent. The Respondent No.1 Company was incorporated on 23^rd December 2003 whereby the Parent Company is stated to have subscribed to 100% shares of the Respondent No.1. The Respondent No. 1 is stated to be carrying no business since the promoters directors have been absconding and its directors are absconding/not available.

5. It is stated by the Petitioner Liquidator that he is liquidator of the holding company of Respondent No. 1 company and the Respondent No. l has accumulated losses which it is unable to pay off especially in light of the fact that the Respondent No. 1 has not been carrying on any business activities since several years and the last financial statements had been filed in the year 2016. Further, the Petitioner also submits that there are no reasonable prospects for the Respondent No. l of doing any business at profit, anytime in the foreseeable future since the only assets are the moveable assets i.e. stocks of diamonds, assorted watches, precious stones, jewelries, ornaments which are attached and seized by ED.

6. It is further stated that the lenders of Respondent No. 1, namely Canara Bank, Bank of Maharashtra and Karnataka bank, who are almost common lenders of the Petitioner Company as well, convened a joint lenders' meeting on 7th March 2025 to resolve the dues owed by Respondent No. 1and resolv