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2025 Supreme(Online)(NCLT) 6198
NATIONAL COMPANY LAW TRIBUNAL
SUNIL KUMAR AGGARWAL, RADHAKRISHNA SREEPADA, JJ
M/s. Ferroli Heating (South Asia) Pvt. Ltd. – Appellant
Versus
ROC, Karnataka – Respondent
C.P. (IB) No.70/BB/2025
For the Petitioners: Ms. Manasa Sundaraman, Ms. Sushma Rao, Ms. Nishi Bhankaria
For the I.T. Dept.: Shri Ganesh R. Ghale
The tribunal upheld the voluntary liquidation and dissolution of the company, confirming compliance with statutory requirements and absence of stakeholder claims.
Headnote:(A) Insolvency and Bankruptcy Code, 2016 - Section 59 - Voluntary liquidation - Applicant company was incorporated in 2013 and voluntarily liquidated upon passing a special resolution and declaring solvency - No stakeholders’ claims received during the liquidation process. (Paras 1-2)
(B) Company dissolution - The tribunal found that the affairs of the applicant were completely wound up and assets entirely liquidated, thus deserving dissolution under the provision used. (Paras 6-8)
Facts of the case:
Applicant company decided to voluntarily liquidate due to solvency, and all requisite legal procedures were followed including public announcements and stakeholder notifications.
Findings of Court:
The company is dissolved as its affairs have been wound up completely, and assets liquidated.
Issues: Whether the company meets the criteria for dissolution under applicable insolvency laws.
Ratio Decidendi: The tribunal observed that since no claims were received and applicant complied with statutory requirements, dissolution is justified.
Result: Application for dissolution is granted.
| Table of Content |
|---|
| 1. voluntary liquidation procedures and conditions. (Para 1 , 2) |
| 2. criteria for dissolution under applicable laws. (Para 5 , 6) |
ORDER
The Petition is allowed, and the Petitioner Company is dissolved vide separate order. File be consigned to Record Room.
ORDER
1. The Company Petition has been filed with the prayer to Order dissolution of Ferroli Heating (South Asia) Private Limited
2. The relevant facts emanating out of application are:
(a) The Applicant Company was incorporated on 06.11.2013 in Bengaluru, Karnataka under the provisions of the Companies Act, 2013 , bearing CIN: U74120KA2013FTC071696.
(b) The Board of Directors of Applicant at their meeting held on 05.12.2023 decided to voluntarily liquidate the Applicant and executed a Declaration of Solvency on 05.12.2023 as required under Section 59 (3) of the IBC, 2016 confirming that they have made full enquiry into the affairs of the Company and are of the opinion that the Company will be able to pay its debts if any. Further, it is declared that the Applicant is not being liquidated to defraud any person. A Special Resolution to liquidate the Company voluntarily was passed on 06.12.2023 and Shri Shailen Shah was appointed as Liquidator.
(c) The Audited Financial Statements of the Applicant for the Financial Year 31.03.2023 & 31.03.2022 along with the Auditor’s Report have been filed.
(d) The commencement of liquidation and appointment of liquidator is intimated to the Registrar of Companies in Form MGT–14 on 27.12.2023 and Form GNL-2 on 19.01.2024. The Public Announcement was simultaneously placed on the IBBI website.
(e) It is submitted that as per Regulation 14 of the IBBI (Voluntary Liquidation Process) Regulations, 2017, the Liquidator has made a Public Announcement of commencement of liquidation in Form A, in ‘Financial Express’, English Newspaper, in ‘Jansatta’, Hindi Newspaper and in ‘Udayakala’, Kannada Newspaper on 09.12.2023 seeking submission of the claim/s by Stakeholders on or before 05.01.2024.
(f) The Liquidator has duly informed the Registrar of Companies (ROC), Income Tax Department, Employees Provident Fund Organization (EPFO), Insolvency and Bankruptcy Board of India (IBBI), Professional Tax Department, Goods and Service Tax (GST) Department, Delhi and Bangalore, Central Board of Indirect Taxes and Customs (CBITC) and Bureau of Energy Efficiency (BEE), Principal Commissioner of Central Tax, Gratuity Team, LIC of India.
(g) As per Regulation 30 of the IBBI (Voluntary Liquidation Process) Regulations, 2017, it is submitted that the Liquidator did not receive any claims. Accordingly, as per Regulation 30 of the VL Regulations, the Liquidator submitted the list of stakeholders as on 5th January 2024 with the shareholders and directors of the Company on 20th January 2024. The list of stakeholders was also sent to the IBBI vide email dated 19th January 2024. A copy of the list of stakeholders and email dated 19th January 2024 is annexed herewith as Exhibit K & Exhibit L, respectively.
(h) It is submitted that as per Regulation 9 (1) of Chapter IV of the IBBI (Voluntary Liquidation Process) Regulations, 2017, the Liquidator submitted the preliminary report to the Company on 20.01.2024.
(i) It is also submitted that as required under Regulation 34 of the IBBI (Voluntary Liquidation Process) Regulations, 2017 – The Applicant was maintaining a current account with the Axis Bank Ltd. and it has been closed on 13.01.2025. Liquidator had opened a separate Liquidation Bank Account in the name of the Applicant Company with HDFC Bank, which has been closed in due course.
(j) It is also submitted that as per Regulation 38 of the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 the Liquidator, Shri Shailen Shah had the Accounts Audited for the liquidation period and submitted his Final Report on 05.03.2024 & 20.02.2025 respectively. In connection with the Accounts of the Liquidation, the CA Certificate showing receipts and
