2020 (7) TMI 778 - Tri - Insolvency and Bankruptcy

Application filed by Voluntary Liquidator - Dissolution of Company - Section 59 of the Insolvency and Bankruptcy Code, 2016 read with Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 - HELD THAT - Necessary compliances of Section 59 and other relevant provisions of the Insolvency and Bankruptcy Code, 2016 read with the regulations have been made within 12 months from the date of commencement of the liquidation proceedings - the Application is duly supported by the affidavit of the Voluntary Liquidator. The Liquidator has distributed all the proceeds to the shareholders and has closed the account. Further, in terms of Regulation 38 of the IBBI Regulations, the voluntary liquidator has submitted the final report to the IBBI and RoC on 22.04.2019 along with all annexures. In view of the satisfaction accorded by the Voluntary Liquidator by way of the present application, duly accompanied by his affidavit, the said applicant Company is hereby dissolved with effect from the date of the present order - Petition allowed.

Issues Involved:
Application for dissolution of a company under Section 59 of the Insolvency and Bankruptcy Code, 2016 read with Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017.

Detailed Analysis:

1. Background of the Company:
The application was filed seeking dissolution of a private limited company named Satish Finance Private Limited, incorporated under the Companies Act, 1956. The company's main objective was to provide financial assistance for various transactions related to hire purchase, deferred payments, sales, purchases, imports, exports, and maintenance of goods.

2. Procedural Compliance:
The petition detailed the steps taken for voluntary winding up, including the resolution passed by the Board of Directors, appointment of a Voluntary Liquidator, and declaration of solvency. The company also surrendered its Certificate of Registration with the Reserve Bank of India, conducted necessary meetings, filed required resolutions with the Registrar of Companies (RoC), and informed the Insolvency and Bankruptcy Board of India (IBBI) as per regulations.

3. Financial Obligations and Creditor Consent:
The company had outstanding debts to specific creditors, which were disclosed in the petition along with letters of consent from the concerned creditors. The voluntary liquidator ensured compliance with financial reporting requirements by submitting audited balance sheets, profit and loss accounts, and final reports.

4. Public Notifications and Stakeholder Claims:
The liquidator fulfilled obligations regarding public notifications in newspapers and on official websites, as mandated by the IBBI regulations. No claims were received from stakeholders during the liquidation process, and the final report was submitted to the IBBI and RoC within the stipulated timelines.

5. Approvals and Dissolution:
Upon hearing the matter, both the IBBI and RoC did not raise objections to the dissolution of the company. The voluntary liquidator confirmed the absence of objections from any authority regarding the liquidation proceedings. The application for dissolution was supported by the liquidator's affidavit, confirming distribution of proceeds to shareholders and closure of accounts, leading to the company's dissolution.

6. Conclusion and Order:
Based on the satisfaction of procedural requirements and compliance with relevant provisions, the Tribunal allowed the petition for dissolution, ordering the company's dissolution with immediate effect. The order required filing a copy with the RoC within the statutory period as per applicable provisions, thereby concluding the voluntary liquidation process.

This detailed analysis outlines the comprehensive steps, compliance, financial aspects, stakeholder involvement, regulatory approvals, and the final dissolution of the company as per the legal judgment delivered by the National Company Law Tribunal, Chandigarh Bench.

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