NCLT Mumbai Orders Dissolution of BSE Institute of Research Development & Innovation Private Limited After Voluntary Liquidation Formalities Satisfied
Overview of the Matter
The National Company Law Tribunal (NCLT), Mumbai Bench, recently adjudicated a Company Petition filed by BSE Institute of Research Development & Innovation Private Limited, seeking formal dissolution of the corporate entity under the voluntary liquidation framework. The petition was filed invoking Section 59(7) and Section 59(8) of the Insolvency and Bankruptcy Code, 2016, read alongside the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017. The Tribunal, after reviewing the compliance record and addressing objections raised by the Registrar of Companies (RoC), Mumbai, granted the dissolution order.
Background of the Corporate Person
BSE Institute of Research Development & Innovation Private Limited was incorporated as a Private Limited Company under the provisions of the Companies Act, 2013, on 05.12.2019. Its registered office was situated at the 25th Floor, Jeejeebhoy Tower, Dalal Street, Bombay Stock Exchange, Fort, Mumbai – 400001.
The company had a modest capital structure:
- Authorised Share Capital: Rs. 1,00,000/- divided into 10,000 equity shares of Rs. 10/- each
- Paid-up Share Capital: Rs. 1,00,000/- divided into 10,000 equity shares of Rs. 10/- each
Given the limited scale of operations and no outstanding liabilities, the shareholders decided to voluntarily wind up the entity.
Initiation of Voluntary Liquidation
Special Resolution and Appointment of Liquidator
At an Extraordinary General Meeting convened on 11.12.2024, the shareholders of the Corporate Person passed a Special Resolution resolving to commence voluntary liquidation proceedings. Through the same resolution, Mr. Balaji Shrirang Sagar was appointed as the Liquidator to oversee the entire winding-up process. The resolution further authorized the directors, as well as the Liquidator, jointly and/or severally, to carry out all necessary acts required to give effect to the voluntary liquidation.
Declaration of Solvency
Prior to the Special Resolution being passed, the directors of the Corporate Person — Mr. Narayanan Venkatraman Iyer and Mr. Vishal Kamalaksha Bhat — executed a declaration of solvency by way of an affidavit dated 10.12.2024, in compliance with Section 59(3)(a) of the Insolvency and Bankruptcy Code, 2016.
Since the Corporate Person had no outstanding debts whatsoever, the requirement for creditor approval under
Section 59(3)(c)of the IBC was not attracted and accordingly was not sought.
Procedural Steps Undertaken by the Liquidator
The Liquidator meticulously adhered to the procedural requirements prescribed under the Insolvency and Bankruptcy Code, 2016 and the Voluntary Liquidation Regulations. A step-by-step account of the compliance measures undertaken is set out below:
1. Regulatory Intimations
- The Special Resolution passed by the shareholders was intimated to the Registrar of Companies, Mumbai, by filing Form MGT-14 on 13.12.2024.
- The commencement of voluntary liquidation was reported to the Insolvency and Bankruptcy Board of India (IBBI) on 16.12.2024.
- In accordance with
Section 178of the Income-tax Act, 1961, the Liquidator formally notified the Income-tax Authority on 16.12.2024 regarding the commencement of the liquidation process and his appointment as Liquidator.