Teil Projects Limited Vs Registrar of Companies Delhi & Haryana (NCLT Delhi)
Summary: The NCLT, Principal Bench, New Delhi, allowed the application under section 59(7) of the Insolvency and Bankruptcy Code, 2016 for dissolution of Teil Projects Limited, a joint venture equally owned by Engineers India Limited and Tata Projects Limited. The company had completed its ongoing projects by 31 December 2015, incurred losses over several years and found no promising business prospects. Its Board decided on voluntary winding up on 21 July 2016, followed by the shareholders’ special resolutions on 28 July 2016 and appointment of the liquidator. The directors’ declaration of solvency recorded no secured creditors and trade payables of Rs. 34,10,942. The order records that proceedings initially followed the Companies Act, 1956 and the Companies (Court) Rules, 1959, with reference to the transitional provision in G.S.R. 732(E) dated 29 June 2017.
The liquidator published the public announcement on 1 August 2016 and intimated the statutory authorities. An income-tax demand of Rs. 16,680 for AY 2012-13 was stated to have already been paid, and the Income Tax Department issued its no-objection certificate on 9 November 2020. The order also recorded an intimation for AY 2018-19 showing no amount payable and a refund of Rs. 10,050. Engineers India Limited’s claim, initially rejected by the liquidator, was allowed by the NCLT on 29 November 2019 and upheld by the NCLAT on 22 May 2020; payment was thereafter made. The remaining funds were distributed equally to the two shareholders at Rs. 8,39,000 each. The liquidator’s final report dated 5 April 2023 stated that the affairs had been wound up, assets completely liquidated and proceeds distributed.
During the proceedings, the Tribunal repeatedly sought financial statements, tax-compliance records, resolutions, stakeholder details, Form H, audited receipts and payments, clarification of creditor payments, the RoC’s position and evidence of bank-account closure. The applicant filed successive compliance affidavits and furnished Form H while explaining its position concerning the earlier commencement and completion of the process. In the reproduced clarification, the liquidator stated that acknowledged liabilities had been paid without awaiting claims, including total payment of Rs. 42,86,787.50 to Engineers India Limited and accrued expenses of Rs. 1,35,208. The Tribunal condoned the delay in filing a clarification affidavit. The liquidator and counsel affirmed that no dues remained outstanding and all bank accounts were closed; the RoC ultimately stated that it had no further observations.
On considering the submissions and documents, the Tribunal found that the company’s affairs had been completely wound up and its assets liquidated in accordance with applicable provisions. It recorded that Engineers India Limited’s adjudicated claim had been paid in full, no other claim had been received pursuant to the public announcement, creditors and stakeholders had been paid, and no further stakeholder objection remained. While treating the company as absolved from its liabilities, it preserved the possibility of proceedings against directors and shareholders, subject to applicable law and limitation, if acknowledged dues remained unpaid and affidavits were found to contain false particulars, including concerning satisfaction of creditors’ dues. The dissolution petition was allowed. The liquidator was directed to serve the order on the RoC immediately and within fourteen days of receipt, and to preserve a physical or electronic copy of reports, registers and books of accounts for at least eight years under Regulation 41.
Cases Discussed
- Mr. Harrish Khurana, Liquidator of M/s TEIL Projects Limited (In Voluntary Liquidation) Vs M/s Engineers India Limited & Anr. — Company Appeal (AT) (Insolvency) No. 58 of 2020, decided on 22.05.2020 (NCLAT, New Delhi). The order records that the NCLAT upheld the earlier order allowing Engineers India Limited’s claim, which was subsequently paid.
- Engineers India Limited claim proceedings — IB-1451(ND)/2019, order dated 29.11.2019 (NCLT, New Delhi, Court-III). The earlier order allowed the claim that the liquidator had rejected; the present order records compliance through payment.
