2021 (8) TMI 948 - Tri - Insolvency and Bankruptcy

Dissolution of Corporate Person - Section 59 of the Insolvency and Bankruptcy Code, 2016 - HELD THAT - The affairs of the Corporate Person have been completely wound up and its assets are liquidated. This Corporate Person, through its Liquidator, voluntarily liquidated itself so as to get dissolved. We hereby allow the Company Petition. Hence ordered. The Applicant Company is dissolved in terms of section 59 of the Code - Petition allowed.

Summary

Issues Involved:
- Voluntary winding up of a corporate person under Section 59 of the Insolvency and Bankruptcy Code, 2016.
- Compliance with legal formalities and procedures for voluntary liquidation.
- Appointment of a liquidator and declaration of solvency by the board of directors.
- Passing of special resolution for liquidation and appointment of liquidator.
- Notification to the Insolvency and Bankruptcy Board of India (IBBI) and public announcement.
- Realization of assets, settlement of liabilities, and distribution of surplus to shareholders.
- Audit of accounts, submission of final reports, and closure of bank account.
- Judicial determination of the completion of liquidation process and dissolution of the corporate person.

Detailed Analysis:
1. The Company Petition was filed under Section 59 of the Insolvency and Bankruptcy Code, 2016 by the Corporate Person seeking voluntary dissolution through its Liquidator due to inactivity for more than 2 years. The board of directors passed a resolution for voluntary liquidation and appointed the Liquidator, complying with legal requirements.

2. The Corporate Person, a non-government company limited by shares, initiated the voluntary winding-up process by making a declaration of solvency, passing special resolutions, and notifying the IBBI. The Liquidator conducted a public announcement, inviting stakeholders to submit claims, and managed the realization of assets and settlement of liabilities.

3. The Liquidator obtained a No Objection Certificate from the Income Tax Officer, settled tax liabilities, distributed surplus to shareholders, and closed the corporate person's bank account after completing all necessary formalities and procedures. Audited accounts were filed, final reports submitted to regulatory authorities, and the dissolution process was concluded.

4. After considering the submissions and records, the Tribunal found that the affairs of the Corporate Person were fully wound up, assets liquidated, and all necessary steps for dissolution were completed. The Tribunal allowed the Company Petition, directing the Liquidator to file the dissolution order with the Registrar of Companies and IBBI for further action within the specified timeline.