2022 (2) TMI 13 - Tri - Insolvency and Bankruptcy

Seeking voluntary liquidation - 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 the present case, it may be seen from the records the main intention for the company to wind up its services is that company decided to close down its business operations in India and doesn't intend to carry on its business operations and pursue objects for which it was incorporated. Further, the applicant has informed the concerned authorities i.e. IBBI, RoC and Income Tax Department and has also made paper publication in Form-A in two newspapers. The Liquidator has completed the final distribution of assets and has also closed the bank account. The Liquidator has also prepared and submitted the final report to the IBBI and RoC. The Application is duly supported by the affidavit of the Liquidator. The concerned RoC has also submitted in its report that as per data available and maintained, no inquiry/inspection/complaint/legal action has been proceeded/pending against the subject company. Further, it is submitted that the liquidation process of corporate person could not be completed within time period of one year as prescribed under Regulation of 37(1) of IBBI (Voluntary Liquidation Process) Regulation, 2017. The applicant Company is hereby dissolved in terms of Section 59(8) of the Insolvency Bankruptcy Code, 2016 with effect from the date of the present order - Application allowed.

Summary

Issues:
- Voluntary liquidation of a company under Section 59 of the Insolvency and Bankruptcy Code, 2016
- Compliance with the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017
- Declaration of solvency by the Board of Directors
- Appointment of a Liquidator and approval of liquidation process
- Submission of audited financial statements and reports
- Communication with regulatory authorities and stakeholders
- Dissolution of the company and post-liquidation obligations

Analysis:
The Company Petition filed under Section 59 of the Insolvency and Bankruptcy Code, 2016, along with the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017, sought voluntary liquidation of the company. The petition detailed the incorporation details, registered office, objectives, and decision to wind up operations due to lack of future plans. The Board of Directors made a Declaration of Solvency, approved liquidation, appointed a Liquidator, and notified stakeholders through a special resolution.

The Liquidator, appointed in an Extra Ordinary General Meeting, commenced the liquidation process and notified regulatory bodies like the Insolvency and Bankruptcy Board of India (IBBI) and the Registrar of Companies. Public announcements were made inviting claims from stakeholders, and necessary approvals and No Objection Certificates were obtained. The Liquidator submitted reports, settled creditor claims, and audited the company's accounts as per regulations.

After fulfilling all requirements and completing the final distribution of assets, the Liquidator closed the bank account, prepared the final report, and communicated with IBBI and the Registrar of Companies. The Tribunal, after reviewing the submissions and reports, dissolved the company in compliance with Section 59(8) of the Insolvency & Bankruptcy Code, 2016. The Liquidator was directed to inform relevant authorities within a specified timeframe, and the application for voluntary liquidation was allowed and disposed of.

The Tribunal noted the compliance with regulations, proper communication with authorities, and the completion of the liquidation process, leading to the dissolution of the company. The Liquidator's actions and submissions were found satisfactory, and the company was dissolved effectively.