2019 (9) TMI 890 - Tri - Insolvency and Bankruptcy

Dissolution of company - section 59 of Insolvency and Bankruptcy Code, 2016 - HELD THAT - It appears that the affairs of the company have been completely wound up, and its assets have been completely liquidated. The Company deserves to be dissolved. Accordingly, at this moment direct that the company shall be dissolved from the date of this order.

Summary

Issues:
- Voluntary liquidation proceedings under section 59 of Insolvency and Bankruptcy Code, 2016
- Approval of amalgamation order by the Tribunal
- Resolution for voluntary liquidation by the company
- Appointment of an Insolvency Professional as a liquidator
- Public announcement for submission of claims
- Submission of preliminary and final reports by the Liquidator
- Distribution of assets and liabilities to shareholders
- Dissolution of the company by the Tribunal

Analysis:
- The company petition was filed to initiate voluntary liquidation proceedings under section 59 of the Insolvency and Bankruptcy Code, 2016. The company had no significant business activity since its incorporation, leading to the decision to voluntarily liquidate. The directors filed an Affidavit of Solvency affirming no debts and no intent to defraud, along with financial statements and business records.

- An amalgamation order was previously passed by the Tribunal, transferring the business and assets of other companies to the petitioner company as a "going concern." The company's authorized share capital, issued share capital, and registered office details were also outlined.

- The Liquidator was appointed, and a public announcement was made inviting claims from stakeholders. However, no claims were received except from the two equity shareholders who were also directors of the company. The Liquidator managed the company's bank account and distributed assets and liabilities among shareholders.

- The Liquidator submitted preliminary and final reports, confirming the completion of the liquidation process, discharge of debts, and no pending litigations. Auditors' certificates were obtained on the liquidation accounts, ensuring compliance with regulations and the accurate representation of receipts and payments.

- The Liquidator filed a petition seeking an order of dissolution, which was granted by the Tribunal after verifying the completion of winding up affairs and asset liquidation. The company was directed to be dissolved, and the Registrar of Companies was informed for necessary action.

This detailed analysis of the judgment highlights the key legal aspects and procedural steps involved in the voluntary liquidation process, amalgamation order approval, appointment of a Liquidator, distribution of assets, and the final dissolution of the company by the Tribunal.