2022 (1) TMI 455 - Tri - Insolvency and Bankruptcy

Seeking dissolution of the Corporate Person through voluntary liquidation - voluntarily winding up under Section 59 of I B Code, read with Rules and Regulations - 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, therefore, this Corporate Person is dissolved directing the Liquidator to file this order with concerned Registrar of Companies and IBBI within 14 days thereof. (Compliance of Section 59 (7-9) of the Code). Petition allowed.

Summary

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

Detailed Analysis:

1. Background and Initiation of Petition:
The Company Petition was filed by Broadway Contractors and Developers Private Limited under Section 59(7) of the Insolvency and Bankruptcy Code, 2016, for voluntary liquidation. The Corporate Person completed all necessary formalities and procedures for liquidation in compliance with the law.

2. Corporate Details and Resolution for Liquidation:
Broadway Contractors and Developers Private Limited, incorporated on 08.03.1995, decided to voluntarily wind up during a Board meeting held on 23.03.2019. Shareholders approved the decision through a Special Resolution on 12.04.2019, appointing a Liquidator for the process.

3. Compliance and Declarations:
The company provided an explanatory statement under Section 102 of the Companies Act, 2013, stating the absence of business activities for four years and the decision to wind up. Declarations of solvency and non-fraudulent intent were made by the Directors.

4. Financial Statements and Resolution Approval:
The Petition included audited financial statements for the years 2017-18 and 2018-19 as required by the Code. A Special Resolution was passed by the members on 12.04.2019 to liquidate the company, appoint a Liquidator, and determine remuneration.

5. Notification and Intimations:
The Liquidator informed the Registrar of Companies, IBBI, and the Income-tax Department about the liquidation process. No dues certificate was obtained from the Income Tax Department.

6. Public Announcement and Claims Submission:
A public announcement was made regarding the liquidation, calling stakeholders to submit claims. No claims were received from any creditors during the process.

7. Capital Structure and Liabilities:
The Liquidator submitted reports detailing the company's capital structure, assets, liabilities, and distributions. The company had minimal assets, primarily cash at bank, and an unsecured loan as the only liability.

8. Finalization and Dissolution:
The Liquidator completed the liquidation process and filed a final report, leading to the dissolution of the Corporate Person. The Tribunal ordered the Liquidator to file the dissolution order with the relevant authorities within 14 days.

In conclusion, the Tribunal allowed the Company Petition for voluntary liquidation, acknowledging the completion of the liquidation process and directing the dissolution of the Corporate Person.