# In the matter of Aqui Software Lab Private Limited

> NCLT judgment dated 2025-01-31. Citation: TCN-2025-NCLT-00544. The case pertains to a Company Petition filed under Section 59(7) of the Insolvency &…

- **Court:** NCLT
- **Order date:** 31 Jan 2025
- **Citation:** TCN-2025-NCLT-00544
- **Category:** IBC
- **Source page:** https://caseease.in/cases/ibc/nclt-division-bench-court-i-chenn/aqui-software-lab-private-limited-8c593353

## Summary

### Background

The case pertains to a Company Petition filed under Section 59(7) of the Insolvency & Bankruptcy Code, 2016, regarding the voluntary liquidation of M/s. Aqui Software Lab Private Limited. The corporate person, a wholly-owned subsidiary of a foreign company, sought voluntary liquidation due to the non-viability of operating in India without incurring significant losses. The Board of Directors declared under Section 59(3) of the IBC that the corporate person was not being liquidated to defraud anyone and had made a full inquiry into its affairs.

## Facts

M/s. Aqui Software Lab Private Limited, a wholly-owned subsidiary of a foreign company, was incorporated on April 22, 2022. The company's main objective was to provide information technology and software-related services. Due to the non-availability of business prospects and the potential for incurring huge losses, the Board of Directors decided to wind up the Corporate Person. A special resolution was passed on February 28, 2024, to liquidate the Corporate Person by way of voluntary liquidation, and Rajendran P.R. was appointed as the liquidator. The liquidator made a public announcement inviting claims from stakeholders. The last date for filing claims was March 29, 2024. The only asset of the Corporate Person was a cash balance of Rs.3,66,521.92 and an Income Tax

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## Issues and analysis

### Issue 1: Whether the voluntary liquidation process of M/s. Aqui Software Lab Private Limited was conducted …

**Ratio:** The legal principle applied is that voluntary liquidation must adhere to the procedures

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**Reasoning:** The court reasoned that the liquidator had taken all necessary steps as required by the

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**Interpretation:** This issue involves interpreting the provisions of Section 59 of the IBC and

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**Application:** The ratio and reasoning were applied to the specific facts of the case, where

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## Parties

- **Judges:** JYOTI KUMAR…; RAVICHANDRAN…
- **Respondents:** M/s. Aqui…; Registrar of…

## Timeline

- **2022-04-22 — Incorporation of…**: M/s. Aqui Software Lab…
- **2024-02-28 — Special Resolution for…**: Shareholders passed a special resolution to liquidate the Corporate Person by way of…

## Legal provisions

- [Insolvency and Bankruptcy Code, 2016, Section 59(7) — Voluntary liquidation of corporate persons](https://caseease.in/legal-provisions/insolvency-and-bankruptcy-code-2016/section-59)

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