Authority: National Company Law Tribunal, Kolkata Bench (Court No.- II)

Order Date: 22 June 2026

Case Overview

The Registrar of Companies, West Bengal filed a winding up petition under Sections 271(c) & (d) read with Sections 272(1)(d) and 272(3) of the Companies Act, 2013 against Vibgyor Housing Limited (CIN: U45208WB2008PLC131477) and its directors Sarit Chakraborty, Mrinal Kumar Dey, and Rabindra Nath Dey.

The Respondent Company was incorporated on 24 December 2008 as a public company with registered office at 46D, Rafi Ahmed Kidwai Road, Kolkata 700016. It had an authorized share capital of ₹50,00,00,000 and paid-up capital of ₹34,54,20,000, with main objects in real estate, construction, and development activities.

The Ministry of Corporate Affairs directed an investigation into Vibgyor Group companies on 15 February 2018 under Section 210(1)(c). The investigation revealed that the company failed to file annual returns and financial statements for seven consecutive financial years from 2013-14 to 2019-20, constituting default under Section 271(d).

Further findings indicated the company conducted affairs fraudulently and was formed for unlawful purposes. The company allegedly mobilized ₹7,56,60,497 from the public through various investment schemes, secured redeemable debentures, and ponzi-like deposit mobilization activities without RBI permissions. Funds were diverted to group entities including Vibgyor Gold Limited, Vibgyor Allied Industries Limited, and Tuff Tubes Orissa Private Limited, showing evidence of round-tripping.

The investigation relied on materials from multiple sources including the Justice S.P. Talukdar Committee reports, SEBI and RBI information, bank statements, and pending writ petitions before Calcutta High Court. A One Man Committee headed by Justice S.P. Talukdar (Retd.) had identified 219 properties belonging to the Vibgyor Group and initiated auction proceedings for investor repayment, with thousands of depositors submitting claims.

SEBI had previously restrained key persons from accessing securities markets. The Regional Director (Eastern Region) issued notice under Section 272(3) proviso, but the company failed to respond, leading to sanction for filing this petition.

Final Outcome

The NCLT admitted the petition and ordered:

  • Vibgyor Housing Limited to be wound up under the Companies Act, 2013
  • Official Liquidator of Calcutta High Court appointed as Company Liquidator under Section 275(1)
  • Registry to intimate the Liquidator and Registrar of Companies, who must endorse the order and notify in Official Gazette under Section 277(1)-(2)
  • Liquidator to file conflict declaration in Form WIN 10 within 7 days
  • Liquidation process to be initiated under Sections 277(4)-(8), 293, and 294, including taking custody of properties, asset preservation, examination of affairs, asset recovery, audit review, asset sales, creditor list finalization, claim settlement, and dividend payments
  • All legal proceedings against the company require tribunal leave under Section 279(1)
  • Liquidator to submit Form 16 report within 60 days and periodic reports under Section 288
  • Provisional list of contributories to be filed within 21 days under Winding Up Rules
  • Advisory Committee to be formed with powers under Section 287
  • Matter listed on 14 August 2026 for periodical report filing

Topics: Corporate Fraud, Winding Up Proceedings, Investor Protection