The National Company Law Tribunal (NCLT) Ahmedabad Bench has ordered the immediate dissolution of Captivate Foods Private Limited , concluding that continuing the liquidation process would serve no useful purpose. The decision, delivered by a bench comprising Judicial Member Mrs. Chitra Hankare and Technical Member Dr. V. G. Venkata Chalapathy, follows the discovery that the corporate debtor possesses no traceable assets and its management has remained absconding throughout the proceedings.

The insolvency process for the company began on April 25, 2022 , when the NCLT admitted a petition filed by Givaudan (India) Private Limited under Section 9 of the Insolvency and Bankruptcy Code (IBC), 2016 . Mr. Atul Jashwantrai Sheth was appointed as the Interim Resolution Professional, and subsequent efforts to revive the entity proved unsuccessful, leading the Committee of Creditors to unanimously authorize the initiation of liquidation proceedings . By the time the liquidation order was passed on January 13, 2024 , it became clear that the corporate debtor ’s registered office—situated in a rented premise—had been vacated and its machinery removed.

Failure to Locate Assets and Management Throughout the liquidation phase, the liquidator engaged in exhaustive efforts to locate the company’s assets and its directors, Mr. Manish Joshi and Mr. Anantray Joshi. Despite filing a formal police complaint regarding the disappearance of the directors, their whereabouts remain unknown. Bank of India , serving as the sole secured creditor , corroborated these findings during the proceedings. Records indicated that the bank had sanctioned credit facilities totaling over Rs. 1.95 crore, secured by machinery and book debts. However, a site inspection conducted in August 2021 revealed that the premises were abandoned, the machinery was missing, and the directors had reportedly sold their residences.

The tribunal observed that “it is evident from the record that the Corporate Debtor has no traceable assets, its registered office was situated at rented premises, and the Directors of the Corporate Debtor are not traceable.” Consequently, the bank confirmed it had no information regarding the current location of stocks or the status of outstanding book debts. Given that the Bank of India had solely funded the entire Corporate Insolvency Resolution Process (CIRP) and liquidation costs, the tribunal found that the conditions for maintaining a functional liquidation process were entirely absent.

Tax Objections and Regulatory Compliance The Income Tax Department appeared before the tribunal to object to the dissolution, citing outstanding tax demands of Rs. 280 for the assessment year 2015-16 and Rs. 8,140 for 2016-17. The department argued that these unpaid amounts precluded the issuance of a No Objection Certificate . However, the bench dismissed this objection, ruling that the minimal nature of the demands did not warrant the continued expenditure of time and resources on a liquidation process that had no assets available for distribution.

The tribunal further noted the liquidator’s compliance with regulatory mandates, including the filing of Form H under Regulation 45(3) of the Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations. Mr. Sheth confirmed that the company’s bank account, opened specifically for the liquidation process, had been closed, and all relevant distributions in accordance with Sections 52 and 53 of the IBC had been accounted for. The Registrar of Companies also confirmed that no prosecution, complaints, or compounding proceedings remained pending against the company, clearing the path for its legal dissolution.

Final Orders and Legal Implications In its concluding order, the tribunal directed that Captivate Foods Private Limited be dissolved, effective immediately. The liquidator, Mr. Atul Jashwantrai Sheth , was discharged from his duties subject to the final completion of mandatory statutory filings . The tribunal explicitly stated, “The charge created by Bank of India over the assets of the Corporate Debtor shall stand dealt with in accordance with law consequent upon the dissolution of the Corporate Debtor and the cessation of its existence.”

While the order effectively ends the corporate existence of the entity, the court provided a critical caveat for creditors. It clarified that this dissolution does not prevent creditors from pursuing independent legal proceedings against the suspended management in other appropriate courts to recover assets that were previously mortgaged or charged. The tribunal emphasized that the dissolution of the corporate debtor does not affect any ongoing statutory or legal actions that are otherwise enforceable by law.

The liquidator has been instructed to preserve the company’s books, records, and relevant documentation as required by law. The Registrar of Companies is now tasked with implementing the consequential steps of the dissolution, effectively removing the company from the active registry. By finalizing this matter, the tribunal has underscored the limitation of the liquidation framework when faced with complete asset erosion and non-cooperative management, favoring the conclusion of proceedings over the indefinite continuation of cases with no prospect of recovery.

This judgment reinforces the principle that once the utility of the liquidation process is exhausted and statutory obligations have been met, the tribunal will act to dissolve the entity to prevent administrative stagnation. The case serves as a clear illustration of the practical challenges faced during insolvency proceedings where the corporate debtor ’s management chooses to abscond rather than cooperate with the statutory mandate for liquidation and asset realization . All stakeholders have been ordered to take notice and implement the tribunal's directions, ensuring the finality of the company’s closure in the eyes of the law.