In re Centerpiece Business Solutions Pvt. Ltd. (NCLT Delhi)
Summary: The National Company Law Tribunal, Principal Bench, New Delhi, allowed the application filed by the liquidator of Centerpiece Business Solutions Private Limited for dissolution under Section 59 of the Insolvency and Bankruptcy Code, 2016. The company, incorporated on 6 April 2021 to provide business process outsourcing and IT-enabled services, initiated voluntary liquidation on 15 October 2025 because further business prospects were unavailable and continuation of its activities was considered financially unviable. A majority of its directors executed a declaration of solvency, and the shareholders passed a special resolution appointing Mr. Hardev Singh as liquidator. The application stated that no secured or unsecured creditors existed on the liquidation commencement date, making creditor approval unnecessary. The company held only cash and cash equivalents, and no valuation report was obtained.
The liquidator issued a public announcement, prepared the preliminary report and stakeholder list, opened a separate liquidation bank account, and subsequently submitted the final report and compliance certificate in Form H. The process extended beyond 90 days because Employees Provident Fund and Employees State Insurance Corporation notices required verification, reconciliation and settlement. The order recorded realisation of ₹14,99,598, application of ₹10,42,459 towards liquidation costs and ₹4,57,139 towards claims. A separate income-tax demand of ₹2,36,270 for FY 2024-25 was paid on 31 July 2026. The return for FY 2025-26 was subsequently filed after the relevant portal utility became available, and its acknowledgement was placed on record.
The Tribunal found that the company’s affairs had been completely wound up, its assets completely liquidated and the requirements of Section 59 satisfied. The Registrar of Companies had no further observations or objections. The Tribunal condoned the explained delay and allowed dissolution, while expressly recording that any future liability must be dealt with by the directors and shareholders in accordance with law. It directed the liquidator to serve the order on the Registrar of Companies, Delhi, immediately and within fourteen days of receipt, and to preserve physical or electronic copies of the reports, registers and books of accounts for at least eight years as directed in the order with reference to Regulation 41.
FULL TEXT OF THE NCLT JUDGMENT/ORDER
1. This is an application filed under Section 59 of the Insolvency and Bankruptcy Code, 2016 (IBC/Code) by Mr. Hardev Singh, Liquidator of M/s Centerpiece Business Solutions Private Limited (CIN: U74999DL2021FTC379653) (Applicant/Applicant Company/Corporate Person/Company), seeking the following prayers:
“a) Pass an order for dissolution of the Company i.e., Centerpiece Business Solutions Private Limited (Under Voluntary Liquidation) having CIN: U74999DL2021FTC379653; and/or
b) Pass such other order(s) as this Hon’ble Tribunal may deem fit and proper in the facts and circumstances of the present case.”
Brief facts of the case as stated in the application:
2. The Applicant was incorporated on 06.04.2021 under the Companies Act, as a private limited company. The Company’s registered office is situated at E-19, Ground Floor, Lajpat Nagar-III, Lajpat Nagar, New Delhi – 110024. Accordingly, this Bench has jurisdiction to deal with the present petition.
3. The Company was incorporated to undertake the business of providing end-to-end business process outsourcing and IT-enabled services, including data, voice and video processing, call centre operations, technical support, software development, consultancy, analytics, ERP, payroll and other back-office solutions across industries globally. The main objects of the Company as set out in Clause III of its Memorandum of Association are as under:
1. To carry on the business of providing business solutions and outsourcing services for all processes, sub-processes, transactions, activities and all other work performed by business in various industries within India and across the globe.
2. To carry on the business of those processes or sub-processes that are enabled by information technology.
3. To carry on the business of data, voice or video collection and processing; call centre services, including inbound and outbound calling services of all kinds; technical support; managed data centre; managed technical centre; training centre; web support; back office; business or financial analysis; research work and analysis; accounting; payroll; inventory management; customer relationship management; enterprise resource planning; and to develop software, provide consultancy, software solutions and services that are normally offered by the outsourcing business and information technology services provider, the software development houses, application services providers and recruitment services.
4. The Capital Structure of the Company is as follows:
| Particulars | Amount (in Rupees) |
|---|---|
| Authorised Share Capital | |
| 10,000 equity Shares of Rs. 10/- each | 1,00,000/- |
| Issued / Subscribed / Paid-up Capital | |
| 10,000 equity Shares of Rs. 10/- each | 1,00,000/- |
5. The Board of Directors of the Corporate Person comprise of the following:
A. Mr. Sushant Kumar Panigrahi, DIN: 09473897
B. Mr. Rohit Shrivastava, DIN: 07855463
C. Mr. Gauri Shankar Malpani, DIN: 10951582
6. The Shareholders of the Corporate Person comprise of the following:
| S. No. | NAME OF SHAREHOLDERS | NO. OF EQUITY SHARES HELD | PERCENTAGE HOLDING |
|---|---|---|---|
| 1. | Tehrab for Customer Experience Limited | 7,600 | 76% |
| 2. | Romooz Altaweer for I.T. and Business Solution Company | 2,400 | 24% |
| Total | 10,000 | 100% |
7. The Board of Directors (BoD) of the Company, at its meeting held on 15.10.2025, decided to wind up the Company’s affairs by voluntary liquidation, as per Section 59 of the Code read with Regulation 3 of the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 (Voluntary Liquidation Process Regulations), on the ground that, due to the non-availability of further business prospects, it is not financially viable to carry on the business activities.
8. It is submitted that the directors on the Board of the Corporate Person have given the Declaration of Solvency as per Section 59(3) of the Code, wherein they have declared that they have made a full inquiry into the affairs of the Company and have formed the opinion that the Company will be able to pay its debts in full, that the Company is not being liquidated to defraud any person, that the Company has made sufficient provision to meet obligations arising on account of pending matters and for preservation of its records after dissolution, and that there are no pending proceedings or assessments before statutory authorities or pending litigations in respect of the Company. The Declaration of Solvency, executed by Mr. Gauri Shankar Malpani and Mr. Rohit Shrivastava, i.e., two of the three directors and hence a majority of the Board, dated 15.10.2025, is present at Annexure F of the petition. The Company filed the Declaration of Solvency with the Registrar of Companies, NCT of Delhi & Haryana in e-form GNL-2 which is present in Annexure G of the petition.
9. The Declaration of Solvency is accompanied by the audited financial statements for the financial year ended 31.03.2025 (Annexure A of the petition). As the Company has no assets other than cash and cash equivalents, no valuation report under Section 59(3)(b)(ii) of the Code was obtained.
10. Further, as proposed by the BoD, the Members/shareholders of the Company, at the Extraordinary General Meeting (EGM) held on 15.10.2025, passed a special resolution to voluntarily liquidate the Corporate Person under Section 59 of the Code and to appoint Mr. Hardev Singh, Insolvency Professional, having IP Reg. No. IBBI/IPA-002/IP-N00177/2017-18/10449, as the liquidator of the Corporate Person, with remuneration of Rs. 1,00,000/- (Rupees One Lakh Only), exclusive of GST and actual out-of-pocket expenses. The Special Resolution appointing the Liquidator is extracted below:
29. On hearing the submissions made by the liquidator and perusing the documents annexed to the petition, it appears that the affairs of the Corporate Person have been completely wound up and its assets have been completely liquidated.
30. We are satisfied that the requisites of Section 59 of the Code are met in the present case and from perusal of documents on record. The Declaration of Solvency by a majority of the directors, the audited financial statements for the preceding two financial years, the special resolution requiring the Company to be liquidated voluntarily and appointing the Liquidator, the public announcement, the intimations to the RoC and IBBI, the preliminary report, the list of stakeholders, the final report and the compliance certificate in Form H are all on record. No valuation report was required as the Company has no assets other than cash and cash equivalents. The Independent Auditor’s Report for the financial year ended 31.03.2025 also notes that the Company does not have any pending litigation which would impact its financial position.
31. We also find it pertinent to note that Ld. Counsel for the RoC has appeared before this Adjudicating Authority and has submitted that the RoC has no further observations or objections to the voluntary liquidation of the Corporate Person, as recorded in our order dated 22.09.2026. The delay, if any, in completing the liquidation process within 90 days from the Liquidation Commencement Date has been explained by the Liquidator, and the said delay is condoned. The demand raised by the Income Tax Department for the financial year 2024-25 has been paid, and the Income Tax Return for the financial year 2025-26 has been filed. Nevertheless, we specifically record that any liability arising in future shall be strictly dealt with by the directors and shareholders of the Company in accordance with the law.
32. In view of the above facts and circumstances, we are inclined to pass orders for dissolution of the Company, Centerpiece Business Solutions Private Limited, and CP (IB) No. 172/PB/2026 is ALLOWED accordingly.
33. The Liquidator of the Corporate Person is further directed to serve a copy of this order upon the Registrar of Companies (hereinafter referred as RoC), Delhi, immediately and, in any case, within fourteen days of receipt of this order. The RoC shall take further necessary action upon receipt of a copy of this order.
34. The liquidator is also directed to preserve a physical or electronic copy of the reports, registers and books of accounts for at least 8 years as per Regulation 41 of the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process Regulations) 2017.
35. The Company Petition bearing CP (IB) No. 172/PB/2026 is disposed of with the above directions.
36. The registry is directed to send email copies of the order forthwith to the Corporate Person represented by its Liquidator and its Ld. Counsel for taking further steps. The Registry is directed to serve copy of order upon the parties.
37. File be consigned to the record storage (current).
