Case Overview

The National Company Law Tribunal (NCLT) Chennai heard a Company Petition (CP(IBC)/351(CHE)/2025) filed under Section 59 of the Insolvency and Bankruptcy Code, 2016 by Mr. Chennur Dwarakanath, the Liquidator of Atlas Material Testing Technology (India) Private Limited (CIN: U33112TN1998PTC041204). The petition sought dissolution of the company following completion of voluntary liquidation proceedings.

Atlas Material Testing Technology (India) Private Limited was incorporated on 29.09.1998 as Seifert X-Ray & Atlas MTT (India) Private Limited and renamed on 04.04.2002. The company was engaged in manufacturing, exporting, importing, and dealing in scientific apparatus, chemical testing apparatus, and quality control testing equipment. The company became non-operational from 31.03.2013 after its operations were integrated with Ametek Instruments India Private Limited, a fellow subsidiary of Ametek Inc. USA.

The voluntary liquidation process began with a Board resolution on 25.03.2025, followed by a Special Resolution passed in an Extraordinary General Meeting on 07.04.2025 appointing Mr. Chennur Dwarakanath as Liquidator. The company had no debts at the commencement of liquidation, with an issued, subscribed, and paid-up capital of ₹15,49,000 consisting of 15,490 equity shares of ₹100 each.

Key steps in the liquidation process included:

  • Filing Declaration of Solvency with ROC in e-Form GNL-2 (SRN: AB3392291) on 15.04.2025
  • Public announcement in Business Standard (English) and Hindu Tamil (Tamil) on 11.04.2025
  • Intimation to ROC, IBBI, RBI, and Income Tax Department
  • Opening of liquidation bank account with Standard Chartered Bank
  • Preparation of Preliminary Report on 21.05.2025
  • Completion of liquidation process on 03.11.2025 (within 270 days)
  • Submission of Final Report to IBBI and ROC on 03.11.2025

The total realization from liquidation was ₹28,40,431, comprising:

  • Cash/Bank balance: ₹11,16,910
  • Other (Income tax demand payment): ₹17,23,521

Distribution was made as follows:

  • Liquidation costs (Section 53(1)(a)): ₹11,16,910 (100% of claim)
  • Income tax demand for AY 2009-10 (Section 53(1)(f)): ₹17,23,521 (100% of claim)
  • No distribution to equity shareholders as no surplus remained

The Registrar of Companies (ROC) filed a report dated 29.01.2026 noting that the company had not filed BEN-2 form under Section 90 of the Companies Act, 2013 regarding significant beneficial ownership. However, the company clarified that its ultimate holding company was Ametek Inc. USA, a publicly listed entity where no individual held more than 10% shares, making BEN-2 filing inapplicable.

The Income Tax Department confirmed via memo dated 30.03.2026 that their outstanding demand of ₹17,23,521 for Assessment Year 2009-10 had been fully paid on 29.08.2025 and raised no objection to the dissolution.

Final Outcome

The NCLT Chennai bench comprising Shri. Sanjiv Jain (Member Judicial) and Shri. Venkataraman Subramaniam (Member Technical) allowed the petition and ordered dissolution of Atlas Material Testing Technology (India) Private Limited under Section 59(8) of the IBC, 2016. The company stands dissolved from the date of the order (16.06.2026).

The Tribunal directed the Liquidator and company officials to preserve books and records for eight years from the date of dissolution, referencing Section 347 of the Companies Act, 2013. The Liquidator was discharged from his duties, and the ROC was directed to change the company's status to "Dissolved."

Topics: Corporate Insolvency, Voluntary Liquidation, Regulatory Compliance