2020 (12) TMI 838 - Tri - Insolvency and Bankruptcy

Seeking voluntary dissolution of Company - whether the Liquidator has complied the provisions of Section 59 of Insolvency and Bankruptcy Code, 2016 Read with Regulation 3 of Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 before initiating voluntary liquidation of Company? - HELD THAT - As per Section 59 of the Code, a declaration from the majority of the Directors of the Company verified by an affidavit to the effect that, they have made a full inquiry in to the affairs of the Company and they have formed an opinion that, either the Company has no debt or that it will able to pay its debt in full from the proceeds of the assets to be sold in the Voluntary Liquidation and the Company is not being liquidated to defraud any person - In the instant case, the Board of Directors of the Company passed a resolution for voluntarily liquidating the Company. The Liquidator has filed a copy of Board Meeting dated 02.01.2018 wherein it was proposed to liquidate the company voluntarily. The Liquidator also filed the declaration of solvency by Directors Siddharth Kalidas Vedula, Archana Chepalli Raghunath and Dean Akio Shigenag, Directors have given their declaration of Solvency as Contemplated under Section 59(3) (a) of the Insolvency and Bankruptcy Code, 2016. The Liquidator has complied the Liquidation process as per the Provisions of Section 59 of the Code and also as per IBBI (Voluntary Liquidation Process) Regulations, 2017 and preferred this Application under Section 59(7) for seeking dissolution of the Company M/s. ALEXANDRIA SERVICES (INDIA) PRIVATE LIMITED . Therefore, it is a fit case to order dissolution of the said Company. The Company M/s. ALEXANDRIA SERVICES (INDIA) PRIVATE LIMITED stands dissolved with effect from 10.09.2020 - Petition allowed.

Summary

Issues:
Liquidation of M/s. ALEXANDRIA SERVICES (INDIA) PRIVATE LIMITED under Section 59 (7) of Insolvency and Bankruptcy Code, 2016.

Detailed Analysis:

1. Compliance with Liquidation Process:
The Liquidator, an Insolvency Professional, filed a petition seeking dissolution of the company under Section 59 (7) of the Insolvency and Bankruptcy Code, 2016. The company's objective was to provide various services, and it was decided to voluntarily liquidate the company through a special resolution. The Liquidator conducted necessary meetings, made public announcements, and opened a new liquidation bank account. No claims were received from creditors, and the Liquidator submitted reports as per regulations.

2. Declaration of Solvency:
The Directors of the company filed a declaration of solvency in accordance with the Code and regulations. The Board passed a resolution for voluntary liquidation, and shareholders approved the same in an extraordinary general meeting. The Liquidator complied with the requirements of public announcements and notified the concerned authorities about the liquidation process.

3. Tax Compliance and Finalization:
The Liquidator confirmed the absence of tax liabilities and received a no-objection letter from the income tax officer. After distributing proceeds to the members and finalizing the liquidation process, the Liquidator prepared and submitted the final report to the Register of Companies and the Insolvency and Bankruptcy Board of India.

4. Tribunal Decision:
The Tribunal reviewed the compliance with Section 59 of the Code and regulations. Finding that all necessary steps had been taken for voluntary liquidation, the Tribunal ordered the dissolution of M/s. ALEXANDRIA SERVICES (INDIA) PRIVATE LIMITED with effect from 10.09.2020. The Registry was directed to inform the relevant authorities and update the MCA website accordingly.

This detailed analysis showcases the thorough compliance with legal requirements and procedures leading to the successful dissolution of the company as per the Insolvency and Bankruptcy Code, 2016.