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2019 (9) TMI 453 - Tri - Insolvency and BankruptcyDissolution of the Corporate Person - Section 59 of the Insolvency and Bankruptcy Code, 2016 - HELD THAT - The Petition is filed by the Liquidator under Section 59 of the IB Code, 2016. This Adjudicating Authority has to see whether the liquidator has complied with all the provisions of Section 59 of the IB Code, 2016 read with Regulation 3 of the Regulations before initiating voluntary liquidation of the company. It is on record that the board of directors have passed necessary resolution on 11.12.2017 to liquidate the company voluntarily and the directors have also executed the Declaration of Solvency dated 16.11.2017 by way of an affidavit in terms of provisions of Section 59(3)(a) of the IB Code, 2016 - The Company has issued notice to all the shareholders and an Extraordinary General Meeting was also held on 11.12.2017 in which the approval for liquidating the company was also given. The Company has also filed MGT 14 informing the special resolution passed by the members to the ROC. The voluntary liquidator has complied with the requirement of the provisions of section 59 of the IB Code, 2016 and filed this Petition under section 59(7) of the IB Code, 2016 to dissolve the Petitioner/Corporate Person viz., Cognistreamer Consulting India Private Limited. Petition disposed off.
Issues:
1. Company Petition for dissolution under Section 59 of the Insolvency and Bankruptcy Code, 2016. 2. Compliance with the provisions of Section 59 of the IB Code, 2016 and Regulations for voluntary liquidation. 3. Approval and resolution by the board of directors for voluntary liquidation. 4. Declaration of solvency, public announcements, and compliance with regulatory requirements. 5. Dissolution of the Company under voluntary liquidation. Analysis: 1. The Company Petition was filed by the Voluntary Liquidator for the dissolution of the Corporate Person under Section 59 of the Insolvency and Bankruptcy Code, 2016. The company, engaged in software development and related services, decided to wind up voluntarily due to economic challenges and reduced profitability. The necessary resolutions were passed by the board of directors, and the liquidator was appointed to oversee the process. 2. The Liquidator complied with various regulatory requirements, including filing necessary declarations, reports, and public announcements. The company had no creditors other than expenses which were fully paid. The Liquidator also obtained approvals from tax authorities and prepared reports documenting the liquidation process. 3. The Registrar of Companies confirmed the compliance with regulatory filings and approvals. The Adjudicating Authority reviewed the petition to ensure adherence to Section 59 of the IB Code, 2016, and found that all necessary steps were taken by the Liquidator, including shareholder approvals and public announcements. 4. The Adjudicating Authority noted that the Company had no secured or unsecured creditors at the time of filing the application for voluntary liquidation. The Liquidator published public announcements in English and Telugu newspapers as required by regulations. 5. Based on the compliance with all regulatory requirements and the satisfactory completion of the voluntary liquidation process, the Adjudicating Authority ordered the dissolution of the Company under voluntary liquidation. The Liquidator was directed to file a copy of the order with the Registrar of Companies within a specified timeframe to formalize the dissolution process.
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