Authority: National Company Law Tribunal, Mumbai Court - IV

Order Date: 16.07.2026

Case Overview

This order pertains to a Company Petition (CP (IB) No. 666/MB-IV/2025) filed under Section 59(7) and Section 59(8) of the Insolvency and Bankruptcy Code, 2016 by BSE Institute of Research Development & Innovation Private Limited (CIN: U85490MH2019PTC334011). The petition sought the dissolution of the corporate person following the completion of its voluntary liquidation process.

The company was incorporated on 05.12.2019 with a registered office at 25th Floor, Jeejeebhoy Tower, Dalal Street, Bombay Stock Exchange, Fort, Mumbai- 400001. Its authorized and paid-up share capital was Rs. 1,00,000, divided into 10,000 shares of Rs. 10 each.

The voluntary liquidation was initiated pursuant to a special resolution passed at an Extraordinary General Meeting on 11.12.2024. Mr. Balaji Shrirang Sagar was appointed as the liquidator. The directors, Mr. Narayanan Venkatraman Iyer and Mr. Vishal Kamalaksha Bhat, had previously provided a declaration of solvency via an affidavit dated 10.12.2024, as required under Section 59(3)(a) of the IBC. The company had no debt, so creditor approval under Section 59(3)(c) was not required.

The liquidator complied with all regulatory formalities:

  • Notified the Registrar of Companies (RoC), Mumbai, by filing Form MGT-14 on 13.12.2024.
  • Notified the Insolvency and Bankruptcy Board of India (IBBI) on 16.12.2024.
  • Notified the Income-tax Authority under Section 178 of the Income-tax Act, 1961, on 16.12.2024.
  • Made a public announcement in Business Standard (English) and Navshakti (Marathi) newspapers on 13.12.2024, inviting claims from stakeholders by 10.01.2025.
  • Submitted a preliminary report to the IBBI on 24.01.2025.

The company had no secured or unsecured creditors, no employee liabilities, and no outstanding claims or pending litigations.

The RoC, Mumbai, raised a concern regarding an unsecured loan of Rs. 18,49,706 appearing in the Balance Sheet as of 31.03.2023, which was reported as 'Written Back' in the Balance Sheet as of 31.03.2024. The liquidator clarified via an affidavit dated 02.01.2026 that this represented a bona fide commercial decision between a holding company and its wholly-owned subsidiary, was properly approved, audited, and disclosed, and was in accordance with accounting standards. An additional affidavit dated 13.02.2026 enclosed relevant bank statements, financial statements, and a no-dues certificate from BIL, satisfactorily addressing the RoC's query.

A liquidation bank account was opened with HDFC Bank (Account No. 57500000448842), which was closed on 09.05.2025. The liquidator's account summary for the period 11.12.2024 to 09.05.2025 showed total receipts and realized value of INR 21,038 (from cash and bank balance). Total expenses of INR 21,038.22 were incurred, comprising Insolvency Professional Fees (INR 15,000), printing and stationery charges for ROC and NCLT filings (INR 4,038), additional professional fees (INR 1,988.42), and bank charges (INR 11.80).

The liquidator submitted the final report to the RoC in form GNL-2 and to the IBBI on 26.05.2025.

Final Outcome

The NCLT bench, comprising Shri Anil Raj Chellan (Member Technical) and Shri K.R. Saji Kumar (Member Judicial), ordered the 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 are directed to serve a copy of the order to the RoC, the Income-tax Department, and the IBBI within 14 days. The liquidator is to preserve all records as per Regulation 41(3) of the Voluntary Liquidation Regulations. The company petition is allowed and disposed of.

Topics: Corporate Dissolution, Voluntary Liquidation, NCLT Order