2022 (1) TMI 211 - Tri - Insolvency and Bankruptcy

Seeking dissolution of M/s. Medanta Duke Research Private Limited - section 59 of the Insolvency and Bankruptcy Code, 2016 (Code) read with Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 - HELD THAT - In compliance of the direction of Hon'ble NCLT's order, registrar of companies has filed a report to the petition filed u/s. 59 of insolvency bankruptcy code dated 17.03.2021 stating that As per data available and maintained no inquiry/inspection/complaint/legal action has been proceeded/pending against the subject Company. That this office has compiled the above factual report on the basis of the records maintained document filed by the concerned Company on MCA21 portal. There is no legal impediment in allowing the prayer of the applicant - the Prayer of Liquidator to dissolve the Company U/s. 59 of IBC, is allowed - application allowed.

Summary

Issues involved:
Application for dissolution of a company under section 59 of the Insolvency and Bankruptcy Code, 2016.

Detailed Analysis:
1. Background of the Company: The Company was incorporated to conduct clinical research and trials. The registered office is in New Delhi, falling under the jurisdiction of the Bench.
2. Voluntary Liquidation Process: The shareholders passed a special resolution for voluntary liquidation, appointing an Insolvency Professional as the liquidator. Notifications were made to relevant authorities within the prescribed time.
3. Compliance with Regulations: Declarations of solvency, financial statements, and business operations records were duly filed. Public notifications were published as per regulations. No creditors were reported during the liquidation commencement.
4. Stakeholder Communication: No claims were received by the liquidator till the deadline. Intimations were sent to statutory authorities, and necessary actions were taken with the bank and tax authorities.
5. Tax Compliance: Tax liabilities were addressed, and compliance affidavits were filed as directed by the Tribunal.
6. Distribution of Proceeds: Proceeds were distributed to shareholders as per the Code's requirements. The bank account was closed once all assets were realized.
7. Reporting and Dissolution: Preliminary and final reports were submitted to authorities, confirming the winding up of the company. The Registrar of Companies filed a report confirming no pending legal actions. The Tribunal allowed the dissolution of the company, directing the liquidator to preserve relevant documents for eight years post-dissolution.

This judgment showcases a comprehensive process of voluntary liquidation, highlighting adherence to legal requirements, stakeholder communication, tax compliance, asset realization, reporting, and final dissolution of the company. The Tribunal's decision to dissolve the company was based on the satisfaction of all legal obligations and procedures outlined in the Insolvency and Bankruptcy Code, ensuring a transparent and lawful conclusion to the liquidation process.