In re Punjab State Biotech Corporation (NCLT Chandigarh)
The National Company Law Tribunal (NCLT), Chandigarh Bench, allowed the petition filed by Punjab State Biotech Corporation under Sections 271 and 272 of the Companies Act, 2013, read with the Companies (Winding Up) Rules, 2020, seeking its winding up pursuant to a special resolution passed by its members.
The petitioner company was incorporated on 12.01.2011 as a Section 25 company under the Companies Act, 1956, limited by guarantee and without share capital, for establishing a Biotechnology Park at Knowledge City, Mohali, through a public-private partnership. Ernst & Young was engaged as the bid process consultant, and land was earmarked for the project. Subsequently, the originally earmarked land was swapped with land allotted to the Indian School of Business, while the replacement land suffered from connectivity issues. As a result, the selected developer withdrew from the project, and its bank guarantee of ₹1 crore was invoked. Although revival efforts involving various State agencies were undertaken over several years, the project did not materialise.
The Board of Directors considered these developments during its meetings. On 30.05.2022, the Board concluded that the Department of Science, Technology and Environment, Government of Punjab, was not equipped to undertake the land development. On 14.07.2022, the Minister for Science, Technology and Environment decided that the company should be wound up, which was approved by the Council of Ministers on 21.10.2022. The Board thereafter resolved to liquidate the company, and on 30.01.2024, an Extraordinary General Meeting unanimously passed a special resolution for winding up under Sections 270, 271 and 272 of the Companies Act, 2013. The Board subsequently approved filing the petition before the Tribunal. The petition was accompanied by the prescribed Statement of Affairs in Form WIN-4 and audited financial statements.
