Authority: National Company Law Tribunal, Kolkata Bench, Court-II (Shri. Labh Singh, Member (Judicial) & Ms. Rekha Kantilal Shah, Member (Technical))

Order Date: 22 June 2026

Case Overview

The Registrar of Companies (RoC), West Bengal, filed a winding up petition (C.P. No. 192/KB/2022) against TopTrack Traders Private Limited (TTTPL) and its directors, Dipak Sarkar and Sarit Chakraborty, under Sections 271-272 of the Companies Act, 2013. The petition was based on an investigation triggered by the Ministry of Corporate Affairs (letter dated 15 February 2018) into the Vibgyor Group of companies. TTTPL, incorporated on 25 September 2010 with an authorized capital of ₹2 crore and paid-up capital of ₹1.76 crore, was struck off the register on 30 June 2017 for not carrying on business for two preceding financial years.

The investigation revealed TTTPL was an integral part of the Vibgyor Group, which had fraudulently mobilized public funds. TTTPL's primary role was as a conduit for siphoning these funds. The key evidence was an allotment of 17.5 lakh shares at an exorbitant premium of ₹40 per share in March 2012 to eight Vibgyor Group companies, raising ₹8.3 crore with no commercial justification. The company's financial statements showed substantial investments in unquoted shares of other Vibgyor companies, totaling ₹16.14 crore by FY 2012-13.

Bank statement analysis revealed round-tripping of funds. Large sums received from group companies were swiftly transferred out, primarily to Vibgyor Allied Infrastructure Limited (VAIL). For instance, ₹5 crore and ₹1 crore were transferred to VAIL on 7 and 18 February 2011, and ₹4 crore received from Vibgyor Gold Ltd. was transferred to VAIL on 17 November 2011. The company filed no statutory returns after FY 2012-13, deliberately concealing its financial affairs. The RoC argued the company's affairs were conducted fraudulently, prejudicing creditors and investors.

The Regional Director issued a notice under Section 272(3) on 22 March 2022, but the company did not respond. The Directorate granted sanction to file the petition on 7 April 2022. The NCLT directed notice via speed post (2 August 2022) and publication in 'The Times of India' and 'Ei Samay' (6 December 2024). Despite these efforts, the respondents filed no reply or representation.

Final Outcome

The NCLT admitted the petition and ordered the winding up of TopTrack Traders Private Limited under Section 271(c) read with Section 248(8) of the Companies Act, 2013. The Official Liquidator attached to the High Court at Calcutta was appointed as the Company Liquidator. The Liquidator is directed to take custody of all company properties, preserve them, examine the statement of affairs, recover assets, finalize lists of creditors and contributories, and undertake the entire liquidation process as per the Act. The matter is listed next on 14 August 2026 for filing a periodical report.

Topics: Corporate Fraud, Insolvency Proceeding, Fund Diversion