2021 (2) TMI 118 - Tri - Insolvency and Bankruptcy

Dissolution of the Corporate Person through voluntary liquidation - Section 59(7) of the Code, 2016 read with Rules and Regulations therein - HELD THAT - The final report showing the realisation and payment to the creditors and Members of the Company, containing the details as required under Regulation 38 of IBBI Regulations has been annexed with the application. The Liquidator filed this application along with final report forwarding a copy of the final report to the Registrar of Companies, Kerala and IBBI in Compliance of Section 59(6) of the Code, read with Regulations 32 and 34 of IBBI Regulations. The liquidator has produced the email sent to the Registrar of Companies and the Insolvency Bankruptcy Board of India intimating the voluntary liquidation of the Corporate Debtor. He has also produced the screenshot of approval by IBBI on the aforesaid intimation along with a copy of IP-1 filed by him to the IBBI. In the application filed by the Liquidator under Section 59 of the Code for dissolution of this Corporate Person, this Tribunal noticed that the affairs of the Corporate Person have been completely wound up and its assets were liquidated. Hence, this Tribunal is of the considered view that the Corporate Person, through its Liquidator, voluntarily liquidated itself so as to get dissolved. This Tribunal approves the dissolution of the Corporate Person. The Liquidator is directed to file a copy of this order with the Registrar of Companies, Kerala and also the Insolvency and Bankruptcy Board of India within fourteen days from today in compliance of Section 59 (7 to 9) of the I B Code - Application allowed.

Summary

Issues:
Application for voluntary liquidation under Section 59 of the Insolvency and Bankruptcy Code, 2016.

Analysis:
The application was filed for the voluntary liquidation of a company, M/s. Living Springs Private Limited, through its Liquidator, Mr. P. D. Vincent, under Section 59(7) of the Insolvency and Bankruptcy Code, 2016. The company's Board of Directors decided to liquidate due to unprofitable business operations and no future prospects, following all legal formalities. The Directors made a declaration, and the audited financial statements confirmed no debts or creditors, eliminating the need for creditor approval. A special resolution was passed by the members in an Extraordinary General Meeting to appoint Mr. P. D. Vincent as the Liquidator.

The Liquidator initiated the liquidation process by making a public announcement, submitting required documents to regulatory authorities, and opening a bank account for asset realization and payments. Necessary intimation was provided to the Income Tax and Goods and Service Tax Authorities, obtaining No Objection Certificates. After settling all dues to creditors and members, the liquidation account was closed, and the process was completed on 03.09.2020. The final report detailing realizations and payments was filed with the Registrar of Companies and IBBI, complying with relevant regulations.

Upon review, the Tribunal observed that the company's affairs were wound up, assets liquidated, and all necessary steps for dissolution were completed. Consequently, the Tribunal approved the dissolution of the Corporate Person and directed the Liquidator to file a copy of the order with the Registrar of Companies and IBBI within fourteen days, in accordance with Section 59 (7 to 9) of the Insolvency and Bankruptcy Code. As a result, the application for voluntary liquidation was allowed, and the dissolution of the company was approved on the 10th day of November, 2020.