NCLT Mumbai Dissolves BSE Institute of Research Development & Innovation After Voluntary Liquidation

The National Company Law Tribunal (NCLT) in Mumbai on Thursday ordered the dissolution of BSE Institute of Research Development & Innovation Private Limited after finding that its voluntary liquidation had been completed in accordance with law and that the company's affairs had been completely wound up.

A bench of Judicial Member K.R. Saji Kumar and Technical Member Anil Raj Chellan observed that the liquidator had completed the required formalities and that the company's assets had been liquidated.

"It also appears that the Liquidator has duly performed his duties and completed the necessary formalities to complete the liquidation process of the Corporate Person. We observe that the affairs of the Corporate Person have been completely wound up and that its assets have been liquidated. As such, we are of the opinion that the Company should be dissolved.", the Tribunal said.

The company incorporated on December 5, 2019, commenced voluntary liquidation pursuant to a special resolution dated December 11, 2024 after its directors executed a declaration of solvency on December 10, 2024. Balaji Shrirang Sagar was appointed as the Liquidator.

A public announcement inviting claims was issued on December 13, 2024 while the final report was submitted on May 26, 2025. The Registrar of Companies raised concerns regarding an unsecured loan that had been written back in the company's financial statements.

Examining the material on record, The Tribunal held that the write off by BSE Investments Ltd. (BIL) and the corresponding write back were bona fide commercial decisions between a holding company and its wholly owned subsidiary.

"The aforesaid write-off and write-back represent a bona fide commercial decision between a holding company and its wholly owned subsidiary and are in accordance with applicable accounting standards and corporate governance requirements. Additionally, the Liquidator has submitted an additional affidavit dated 13.02.2026 enclosing the Bank statement of Corporate Person and the Financial statement of BIL."

It also held that the Liquidator's bank records, financial statements and no-dues certificate adequately addressed the RoC's concerns.

The Tribunal noted that the directors, Narayanan Venkatraman Iyer and Vishal Kamalaksha Bhat had furnished the declaration of solvency on December 10, 2024 as required under Section 59(3) of the IBC.

The Tribunal further observed that the Liquidator submitted the preliminary report on January 24, 2025, within the prescribed 45 day period from the liquidation commencement date and had duly intimated the commencement of voluntary liquidation to the Income Tax Department.

Accordingly, the Tribunal ordered dissolution of the company with effect from the date of its order dated July 16, 2026.

For Petitioner: PCS Dhrumil Shah

For AROC: V. Madhumita