2021 (2) TMI 1260 - Tri - Insolvency and Bankruptcy

Seeking for Voluntary liquidation - section 59 of Insolvency and Bankruptcy Code, 2016 - HELD THAT - As per the submissions made by the counsel appearing for the applicant and the documents placed on record it appears that the affairs of the company have been completely wound up and there are no assets in the company as on date - Considering the facts and circumstances and the submissions and reports filed by the Liquidator, the Company deserves to be dissolved. Application allowed.

Summary

Issues:
1. Application for voluntary liquidation proceedings under section 59 of Insolvency and Bankruptcy Code, 2016.
2. Dissolution of the company.
3. Preservation of company records.
4. Compliance with regulations and winding up of affairs.

Analysis:
1. The application was filed by Prognosys E Consulting India Private Limited through its liquidator seeking voluntary liquidation proceedings under section 59 of the Insolvency and Bankruptcy Code, 2016. The company had no debts and held an Annual General Meeting where a Special Resolution was passed to voluntarily liquidate the company. The Liquidator published a Public Announcement, prepared a Preliminary Report, and completed all necessary formalities as per the regulations.

2. The Tribunal, after reviewing the submissions and reports filed by the Liquidator, found that the affairs of the company had been completely wound up, and there were no assets remaining. Consequently, the Tribunal ordered the dissolution of the company, effective from the date of the order.

3. In terms of preserving company records, the Tribunal directed the liquidator to maintain a physical or electronic copy of reports, registers, and books of account for at least eight years from the date of the dissolution order. This preservation was to be done either with the liquidator or an information utility.

4. The judgment highlighted the compliance with regulations and the proper winding up of the company's affairs. The Liquidator had followed all necessary steps, including filing the Final Report with the Registrar of Companies through Form GNL 2. The Tribunal acknowledged that all required compliances had been met as per the Insolvency and Bankruptcy Code and the applicable regulations.

Overall, the Tribunal's decision to dissolve the company was based on the thorough review of the liquidation process, compliance with regulations, and the completion of all necessary formalities. The preservation of company records for a specified period was also emphasized to ensure compliance with legal requirements.