2021 (12) TMI 1270 - Tri - Insolvency and Bankruptcy

Seeking dissolution of Corporate Debtor - Section 59(7) of the Insolvency and Bankruptcy Code, 2016 and other applicable provisions of the IB Code, 2013 read with Regulation 38(3) of Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 - HELD THAT - The Applicant Company is having no creditors, i.e. either secured creditors or unsecured creditors. The Company has duly passed necessary Special Resolution in its Extra-Ordinary General Meeting on 14.02.2019 by confirming the decision of its Board of Directors by proposing its Voluntary Liquidation. Further, in Extra-Ordinary General Meeting a Resolution was passed to appoint a Liquidator for such purposes. Thus, it appointed Mr. Om Prakash Rathi, the Insolvency Professional as Liquidator and after his demise, through Special Resolution passed in its Extra-Ordinary General Meeting on 26.07.2019, appointed Mr. Amit Pareek, the Insolvency Professional as Liquidator. This Adjudicating Authority in exercise of power conferred under Section 59 (8) of the Insolvency and Bankruptcy Code 2016, the Applicant Company i.e., M/s. Guwahati Real Estate Limited is ordered to be dissolved with effect from the date of this Order i.e. 30.11.2021 - Petition allowed.

Issues Involved:
1. Application for dissolution of Guwahati Real Estate Limited (GREL).
2. Compliance with the Insolvency and Bankruptcy Code, 2016 and related regulations.
3. Appointment and replacement of the liquidator.
4. Handling of claims and distribution of liquidation proceeds.
5. Transfer of unclaimed funds to the appropriate account.
6. Communication of the dissolution order to relevant authorities.

Detailed Analysis:

1. Application for Dissolution:
The application CP (IB) No. 17/GB/2021 was filed by the voluntary liquidator for the dissolution of Guwahati Real Estate Limited (GREL) under Section 59(7) of the Insolvency and Bankruptcy Code, 2016. The company, originally incorporated as Gauhati Stock Exchange Ltd., changed its name following a SEBI order allowing it to exit as a stock exchange. The company had no significant business operations for the last few years and decided to wind up voluntarily.

2. Compliance with Insolvency and Bankruptcy Code:
The liquidation process was initiated following the provisions of Section 59 of the Insolvency and Bankruptcy Code, 2016, and the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017. The Board of Directors passed a resolution on 18th January 2019 to liquidate the company and appointed Mr. Om Prakash Rathi as the liquidator, later replaced by Mr. Amit Pareek due to the former's health issues and subsequent demise.

3. Appointment and Replacement of Liquidator:
Mr. Om Prakash Rathi was initially appointed as the liquidator but resigned due to health issues and subsequently passed away. The company appointed Mr. Amit Pareek as the new liquidator through a special resolution passed on 26th July 2019. This change was communicated to the Registrar of Companies and other relevant authorities.

4. Handling of Claims and Distribution of Liquidation Proceeds:
The liquidator issued public announcements and invited claims from stakeholders. No claims were received from stakeholders or regulatory departments. The liquidator prepared and submitted a preliminary report, appointed a valuer for fair valuation of unquoted equity shares, and conducted meetings with contributories to approve the final report and audited accounts. The final report was submitted to the Insolvency and Bankruptcy Board of India (IBBI) and the Registrar of Companies.

5. Transfer of Unclaimed Funds:
The liquidator transferred the unclaimed proceeds of three shareholders and one security deposit to the IBBI-Corporate Voluntary Liquidation Account as per the applicable circular. The ROC, NER, Guwahati, highlighted the need to transfer ?9,09,596 to the IBBI-Corporate Liquidation Account, which was duly addressed by the liquidator.

6. Communication of Dissolution Order:
The Tribunal ordered the dissolution of GREL with effect from 30.11.2021 and directed the liquidator to communicate the order to the Registrar of Companies, IBBI, and other concerned statutory authorities within fourteen days. The registry was also directed to communicate the order to the relevant authorities.

Conclusion:
The Tribunal allowed the petition for the dissolution of Guwahati Real Estate Limited, confirming that all necessary steps and compliance measures were duly followed. The company was ordered to be dissolved, and the liquidator was instructed to ensure that the dissolution order is communicated to all relevant authorities.

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