2021 (5) TMI 435 - Tri - Insolvency and Bankruptcy

Seeking approval of Tribunal for dissolution of the company - HELD THAT - The requirement of the provisions of Section 59, read with the relevant rules, have been satisfied by the Liquidator. Since there is no liability on the Company and no fraud has been found against it, either by the Auditors in their report or by the Liquidator, particularly, in the absence of any response from the Registrar of Companies, West Bengal and the Official Liquidator, the dissolution of the Company is ordered. The company stands dissolved - application allowed.

Issues Involved:
1. Approval for voluntary liquidation of Bakreswar Ispat Private Limited.
2. Compliance with the provisions of the Insolvency and Bankruptcy Code, 2016, and Voluntary Liquidation Process Regulations, 2017.
3. Verification of the company's solvency and absence of fraud.
4. Submission and acceptance of claims by creditors and stakeholders.
5. Final report submission and dissolution order.

Issue-Wise Detailed Analysis:

1. Approval for Voluntary Liquidation:
The application for voluntary liquidation was filed by the Liquidator, Mr. Saurabh Basu, under the Insolvency & Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017, seeking Tribunal approval to dissolve Bakreswar Ispat Private Limited as per the provisions of the Insolvency and Bankruptcy Code, 2016. The decision to liquidate was taken due to the company’s inability to continue its business activities and lack of operations.

2. Compliance with Legal Provisions:
The company adhered to Section 59 of the Insolvency and Bankruptcy Code, 2016, which outlines the conditions and procedural requirements for voluntary liquidation. The Board of Directors approved the liquidation proposal on 18th September 2019, followed by a declaration of solvency by the directors, ensuring that the company could pay its debts in full and was not being liquidated to defraud any person. The declaration was accompanied by audited financial statements and a statement of assets and liabilities.

3. Verification of Solvency and Absence of Fraud:
The directors affirmed that the company was solvent and capable of meeting its debts, and no fraud was involved. The declaration was filed with the Registrar of Companies, West Bengal, and the necessary public announcements were made. The Liquidator confirmed that no valuation report was prepared as the company had no assets requiring valuation.

4. Submission and Acceptance of Claims:
Public announcements were made, and the last date for submission of claims was set as 11th November 2019. The Liquidator verified and accepted all claims received from creditors and stakeholders, with no rejections or statutory dues claims filed by statutory authorities.

5. Final Report Submission and Dissolution Order:
The Liquidator prepared and submitted the final report after completing the liquidation process, confirming that all assets were liquidated and the affairs of the company wound up. The final report was submitted to the Registrar of Companies and the Insolvency and Bankruptcy Board of India. The Tribunal reviewed all documents and found that the liquidation process complied with the relevant provisions. Consequently, the Tribunal ordered the dissolution of Bakreswar Ispat Private Limited under Section 59(8) of the Insolvency and Bankruptcy Code, 2016, effective from the date of the order.

Order:
i) The company stands dissolved under Section 59(8) of the Insolvency and Bankruptcy Code, 2016, from the date of the order.
ii) The Registry is directed to communicate the order to the Registrar of Companies, West Bengal, and the Insolvency and Bankruptcy Board of India within seven days.
iii) CP(IB No. 45/2021 stands disposed of accordingly.
iv) Certified copies of the order may be issued to concerned parties upon compliance with requisite formalities.

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