In re BSE Institute of Research Development & Innovation Private Limited (NCLT Mumbai)
NCLT Mumbai Finds Voluntary Liquidation Formalities Complied With
BSE Institute of Research Development & Innovation Private Limited filed a Company Petition under Sections 59(7) and 59(8) of the Insolvency and Bankruptcy Code, 2016, read with the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017, seeking dissolution of the Corporate Person. The Company was incorporated on 05.12.2019. Pursuant to a Special Resolution passed at its Extraordinary General Meeting on 11.12.2024, voluntary liquidation was initiated and Mr. Balaji Shrirang Sagar was appointed as Liquidator.
Voluntary Liquidation Process and Compliance
The Applicant submitted that the directors had made a declaration of solvency by affidavit dated 10.12.2024 under Section 59(3)(a) of the IBC. It stated that there were no debts owed by the Corporate Person and therefore approval under Section 59(3)(c) was not required. The audited financial statements, statement of affairs and other records were placed before the Tribunal.
The special resolution was intimated to the RoC and IBBI through the prescribed filings. The Liquidator also intimated the Income-tax Authority under Section 178 of the Income-tax Act, 1961. A public announcement was published in Business Standard and Navshakti on 13.12.2024 inviting claims. The Liquidator submitted the preliminary report on 24.01.2025 and the final report dated 23.05.2025 to the RoC and IBBI on 26.05.2025.
The Corporate Person had no secured or unsecured creditors, employee liabilities, outstanding claims or pending litigation. Its liquidation bank account was closed on 09.05.2025.
RoC Objection Regarding Unsecured Loan Write-Back
RoC Mumbai reported that the Balance Sheet as on 31.03.2023 showed an unsecured loan of Rs. 18,49,706/-, which was reported as written back in the Balance Sheet as on 31.03.2024. The Liquidator clarified through an affidavit dated 02.01.2026 that the write-off and corresponding write-back had been properly approved, audited and disclosed in the financial statements and represented a bona fide commercial decision between a holding company and its wholly owned subsidiary. Additional affidavits enclosing the bank statement, financial statement and no-dues certificate were also submitted.
The Bench observed that the concern raised by RoC had been suitably explained.
NCLT Mumbai Orders Dissolution Under Section 59(8)
The Bench found that the Liquidator had complied with the requisite liquidation formalities and procedures and had filed the application under Section 59(7) of the IBC. It further observed that the affairs of the Corporate Person had been completely wound up, its assets liquidated and the necessary formalities completed.
Accordingly, NCLT Mumbai ordered dissolution of BSE Institute of Research Development & Innovation Private Limited under Section 59(8) of the IBC from the date of the Order. The Registry and Liquidator were directed to serve copies of the Order on the RoC, Income-tax Department and IBBI within 14 days. The Liquidator was also directed to preserve records in accordance with Regulation 41(3) of the Voluntary Liquidation Regulations. Company Petition No. 666/MB-IV/2025 was allowed and disposed of.
FULL TEXT OF THE NCLT JUDGMENT/ORDER
This Company Petition has been filed under Section 59(7) and Section 59(8) of the Insolvency and Bankruptcy Code, 2016 (Code) read with the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 (Voluntary Liquidation Regulations) by BSE Institute of Research Development & Innovation Private Limited, (Corporate Person) seeking dissolution of the Corporate Person.
1. BACKGROUND
1.1. The Corporate Person was incorporated as a Private Limited Company under the provisions of the Companies Act, 2013, on 05.12.2019, having its Registered Office at 25th Floor, Jeejeebhoy Tower, Dalal Street, Bombay Stock Exchange, Fort, Mumbai- 400001. The Authorised Share Capital is Rs.1,00,000/- divided into 10,000 shares of Rs. 10/- each. The Paid-up Share Capital of the Company is Rs.1,00,000/- divided into 10,000 shares of Rs. 10/- each.
2. SUBMISSIONS OF APPLICANT
2.1. Pursuant to a Special Resolution passed at the Extraordinary General meeting of the Corporate Person on 11.12.2024, the voluntary liquidation was initiated and Mr. Balaji Shrirang Sagar was appointed as the Liquidator for the Corporate Person. It was also resolved in the Extraordinary General meeting that any Director of the Corporate Person, or Mr. Balaji Shrirang Sagar would be jointly and/or severally authorised to do all necessary acts, deeds, things as may be required for voluntary liquidation of the Corporate Person.
2.2. The Applicant submits that prior to the Special resolution, the Directors of the Corporate Person have given a declaration of solvency affirmed on an affidavit dated 10.12.2024 as per Section 59(3)(a) of IBC. There was no debt owed by the Corporate person; hence, the approval under Section 59(3)(c) was not required.
2.3. The Audited Financial Statements for the F.Y. 2022-2023, 2023-2024, and statement of affairs of the Company for the period of 01.04.2024 to 30.11.2024 are also placed on record.
2.4. The Applicant submits that the Registrar of Companies, Mumbai, was intimated about the aforesaid special resolution passed by the shareholders of the Corporate Person by filing Form MGT-14 on 13.12.2024 and to the Insolvency and Bankruptcy Board of India (IBBI) on 16.12.2024, which are placed on record.
2.5. The Applicant submits that, as per provisions of Section 178 of the Income-tax Act, 1961, the Liquidator intimated the commencement of the liquidation process and appointment of the Liquidator to the Income-tax Authority on 16.12.2024.
2.6. The Applicant submits that a public announcement as per Regulation 14 of the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulation, 2017 (Voluntary Liquidation Regulations) was published; intimating the commencement of the liquidation process by the Liquidator, in Business Standard (English Newspaper) and Navshakti (Marathi Newspaper) on 13.12.2024 respectively, for submission of claims by the stakeholders, if any, on or before 10.01.2025.
2.7. Furthermore, it is submitted that as required under Regulation 9 of the Voluntary Liquidation Process Regulations, the Liquidator submitted his preliminary report on 24.01.2025.
2.8. The Corporate Person has no secured or unsecured creditors as on date of filing of this petition. The Corporate Person does not have any liabilities and obligations towards its employees and has no outstanding claims or demands against it.
2.9. The Applicant submits that the Liquidator had opened a bank account in the name of the Corporate Person with HDFC Bank, for receipt of all money due to the Corporate Person. The Bank Account (Liquidation) No. 57500000448842 of the Corporate Person with HDFC Bank has been closed with effect from 09.05.2025. It is also submitted that there are no litigations pending against the Corporate Person.
2.10. It is submitted that the Liquidator submitted the final report dated 23.05.2025 to the RoC in form GNL-2 and to the IBBI both on 26.05.2025, respectively, as per Regulation 38 of the Voluntary Liquidation Regulations.
3. ANALYSIS AND FINDINGS
3.1 We have heard the Ld. Counsel for the Applicant and perused all the materials available on record.
3.2 The Bench observes that the directors of the Corporate Person, namely, Mr. Narayanan Venkatraman Iyer and Mr. Vishal Kamalaksha Bhat, made a declaration of solvency on an affidavit dated 10.12.2024, as per Section 59(3) of the IBC.
3.3 It is observed that the Liquidator has prepared and submitted the Preliminary Report on 24.01.2025, within the prescribed time limit of forty-five days from the liquidation commencement date, i.e., 11.12.2024.
3.4 The Bench has taken note that the Liquidator has intimated the commencement of the voluntary liquidation process and appointment of the Liquidator of the Corporate Person to the Income-tax Department.
3.5 The Applicant has submitted the summary of the Liquidator’s Account for the period from 11.12.2024 to 09.05.2025, which is given in the table below:
| Receipts since 11/12/2024 | Estimated Value (INR) | Value Realized (INR) | Payment since 11/12/2024 | Payment (INR) |
|---|---|---|---|---|
| 1. Cash & Bank Balance as on 11/12/2024 | 21,038 | 21,038 | Legal, Liquidation Fee and other incidental payments & provisions: | |
| 1. Insolvency Professional Fees | 15,000 | |||
| 2. Filings and postage, printing & stationery charges with ROC and NCLT | 4,038 | |||
| 3. Professional Fees | 1,988.42 | |||
| 4. Bank Charges | 11.80 | |||
| Total Receipts | 21,038 | 21,038 | Total Expenses | 21,038.22 |
3.6 It is further noted that the Applicant has placed on record GNL-Form 2 and the MGT-14, respectively, submitted to the RoC.
3.7 RoC Mumbai has filed its report stating that, as per the Balance Sheet dated 31.03.2023, there was an Unsecured Loan of Rs. 18,49.706/-, which was then reported as Written Back in the Balance Sheet as on 31.03.2024. The Liquidator vide Affidavit dated 02.01.2026 clarified that the Corporate Person has followed due process in relation to the write-off by BIL and the corresponding write-back by BIRDI, and the same has been properly approved, audited, and disclosed in the financial statements, The aforesaid write-off and write-back represent a bona fide commercial decision between a holding company and its wholly owned subsidiary and are in accordance with applicable accounting standards and corporate governance requirements. Additionally, the Liquidator has submitted an additional affidavit dated 13.02.2026 enclosing the Bank statement of Corporate Person and the Financial statement of BIL. Furthermore, the Liquidator has submitted an additional affidavit enclosing the no-dues certificate issued by BIL. Thus, we observe that the concern raised by RoC has been suitably explained.
3.8 The Liquidator has complied with the requisite formalities and procedures of liquidation, in compliance with law, and has filed this Application for its dissolution under Section 59(7) of the IBC.
3.9 The Applicant has submitted that the affairs of the Corporate Person have been completely wound up and its assets completely liquidated in accordance with the provisions of Section 59 of the IBC, read with the Voluntary Liquidation Process Regulations, and, consequently, he has filed the Final Report.
3.10 It also appears that the Liquidator has duly performed his duties and completed the necessary formalities to complete the liquidation process of the Corporate Person. We observe that the affairs of the Corporate Person have been completely wound up and that its assets have been liquidated. As such, we are of the opinion that the Company should be dissolved.
ORDER
4. In the result of the aforesaid, we hereby order the dissolution of BSE Institute of Research Development & Innovation Private Limited, in exercise of the powers under 59(8) of the IBC from the date of this Order.
a. The Registry and the Liquidator are directed to serve a copy of this Order upon the RoC, the Income-tax Department, and also on the IBBI within 14 (fourteen) days from the date of this Order.
b. The Liquidator shall preserve all the records in terms of Regulation 41(3) of the Voluntary Liquidation Regulations.
c. Accordingly, the above Company Petition No.666/MB-IV/2025 stands allowed and disposed of.
d. et the file be consigned to records.
