2020 (6) TMI 492 - Tri - Insolvency and Bankruptcy

Dissolution of Applicant/Liquidator/Petitioner's Company - section 59(7) of the Insolvency and Bankruptcy Code - HELD THAT - The affairs of the company have been completely wound up, and its assets have been completely liquidated. The petitioner Liquidator has duly complied with the above stated provision and prescribed procedure, seeking for voluntary liquidation and dissolution of the petitioner company - By perusal of the material available on record in the present petition, it is evident that, the affairs of the company are completely closed down and the assets of the company have been completely liquidated. Thus, the petitioner company stands wound-up. Hence, the Petitioner Company deserves to be dissolved. Accordingly, this Adjudicating Authority hereby order that the company shall stand dissolved with effect from the date of this order. Petition allowed.

Issues Involved:
1. Application for dissolution under Section 59(7) of the Insolvency and Bankruptcy Code, 2016.
2. Compliance with procedural requirements for voluntary liquidation.
3. Submission and approval of necessary declarations and financial documents.
4. Appointment and actions of the liquidator.
5. Final report and distribution of assets.
6. Order for dissolution of the company.

Issue-wise Detailed Analysis:

1. Application for Dissolution under Section 59(7) of the Insolvency and Bankruptcy Code, 2016:
The Applicant/Liquidator sought the dissolution of the company under Section 59(7) of the Insolvency and Bankruptcy Code, 2016. The petition emphasized the need for the company to be dissolved as per the provisions of the Insolvency and Bankruptcy Code, 2016 and the Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017.

2. Compliance with Procedural Requirements for Voluntary Liquidation:
The company was incorporated on 6-9-1993 and decided to close down due to non-availability of business prospects and long-term financial resources. The Board of Directors proposed voluntary liquidation on 30-3-2018, approved the draft declaration under Section 59(3) with majority consent, and convened an Extra Ordinary General Meeting on 25-4-2018 to appoint a liquidator.

3. Submission and Approval of Necessary Declarations and Financial Documents:
The company filed a declaration signed by the Board of Directors along with audited financial statements for the last two years with the Registrar of Companies, Gujarat, Ahmedabad, in compliance with Section 59(3) of the IB Code, 2016. The declaration included a statement that the company had no creditors and was not being liquidated to defraud any person.

4. Appointment and Actions of the Liquidator:
The company appointed Mr. Manish Santosh Buchasia as the Liquidator in the Extra Ordinary General Meeting on 25-4-2018. The Liquidator published a public announcement calling upon stakeholders to submit their claims within 30 days from the date of commencement of liquidation. The announcement was published in "Times of India" and "Aaj Kaal" and sent to the Insolvency and Bankruptcy Board of India (IBBI).

5. Final Report and Distribution of Assets:
The Liquidator submitted a preliminary report to the shareholders on 3-5-2018, detailing the company's assets and liabilities. The Liquidator opened a bank account for the liquidation process and distributed the proceeds from the realization of assets to the stakeholders. The final report, submitted to the Registrar of Companies and IBBI, confirmed that all assets were disposed of, there were no creditors, and no litigation was pending against the company.

6. Order for Dissolution of the Company:
The Tribunal, after examining the relevant provisions of Section 59 of the IB Code, 2016, and the compliance by the Liquidator, concluded that the affairs of the company were completely wound up and its assets liquidated. The Tribunal ordered that the company shall stand dissolved with effect from the date of the order and directed the Liquidator to serve an authentic copy of the order to the Registrar of Companies within fourteen days. The Registrar was instructed to take necessary action as per law upon receipt of the order.

Conclusion:
The Tribunal found that all procedural requirements for voluntary liquidation were duly complied with, and the company's affairs were completely wound up. Consequently, the petition for dissolution was allowed, and the company was ordered to be dissolved.

← Previous Next →