2021 (9) TMI 441 - Tri - Insolvency and Bankruptcy

Dissolution of the Corporate Person through voluntary liquidation - Section 59 of Insolvency and Bankruptcy Code, 2016 - HELD THAT - On the Petition filed by the Liquidator under sub-section 7 of Section 59 of the Code for dissolution of this Corporate Person, it is noticed 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 - this Corporate Person is dissolved directing the Liquidator to file this order with concerned Registrar of Companies and IBBI within 14 days thereof - petition allowed.

Summary

Issues:
Company petition for voluntary liquidation under Section 59(7) of the Insolvency and Bankruptcy Code, 2016.

Analysis:

1. Background and Petition Filing:
- A Company Petition was filed under Section 59(7) of the Insolvency and Bankruptcy Code, 2016 by a Corporate Person, FF Foto Fast Private Limited, through its Insolvency Professional for voluntary liquidation and dissolution.
- The Corporate Person completed all requisite formalities and procedures for liquidation in compliance with the law before filing the petition.

2. Corporate Details and Decision-Making:
- FF Foto Fast Private Limited was incorporated in 1982 with its Registered Office in Mumbai.
- The Board of Directors decided to voluntarily liquidate the company due to the absence of operations since 2018, in the best interest of stakeholders.

3. Resolution and Compliance:
- The Board passed a Special Resolution in 2020 to liquidate the company and appointed a Liquidator, following due process as required by the Code.
- Declarations of solvency and absence of debts were made, and necessary financial statements were submitted.

4. Registrar Filings and Notifications:
- Various documents, including audited financial statements, resolutions, and appointment of the Liquidator, were filed with the Registrar of Companies in compliance with legal requirements.
- Notifications were also sent to IBBI, New Delhi, and the Income-tax Department regarding the liquidation process.

5. Public Announcement and Bank Account:
- Public announcements were made in newspapers to invite stakeholders to submit claims, which did not result in any claims.
- The Liquidator opened a bank account as per regulations and submitted reports detailing the company's financial status.

6. Liquidation Process and Assets:
- The liquidation process was completed, and the available assets were distributed to shareholders after meeting liquidation expenses.
- Final reports were filed with the Registrar of Companies and IBBI, confirming the completion of the liquidation process.

7. Judgment and Dissolution:
- The Tribunal, after reviewing the petition and confirming the completion of liquidation and asset distribution, ordered the dissolution of the Corporate Person.
- The Liquidator was directed to file the dissolution order with the concerned authorities within the specified timeline, in compliance with the relevant sections of the Code.

8. Conclusion:
- The Company Petition for voluntary liquidation was allowed, and the Corporate Person was dissolved as per the order of the Tribunal, marking the successful conclusion of the voluntary liquidation process.

This detailed analysis covers the key aspects of the judgment, highlighting the procedural compliance, decision-making process, filings, notifications, and the final dissolution of the Corporate Person through voluntary liquidation.