2022 (2) TMI 549 - Tri - Insolvency and Bankruptcy

Voluntary liquidation of the Petitioner/Corporate Person - section 59 of the Insolvency and Bankruptcy Code, 2016 - HELD THAT - It appears that the affairs of the Corporate Person have been completely wound up and its assets have been completely liquidated. No liabilities have been left unsatisfied. It is satisfying from the documents on record that the voluntary liquidation is not with the intent to defraud any person. The Corporate Person is eligible for dissolution, and it is ordered accordingly - Liquidator of the Corporate Person is further directed to serve a copy of this order upon the Registrar of Companies (RoC), Kanpur immediately and, in any case, within fourteen days of receipt of this order. The RoC shall take further necessary action upon receipt of a copy of this order - Petition disposed off.

Summary

Issues involved:
Voluntary liquidation under section 59 of the Insolvency and Bankruptcy Code, 2016 by a Corporate Person.

Detailed Analysis:

1. Corporate History and Jurisdiction: The petitioner, a private company, was incorporated under the Companies Act, 1956, with its registered office in Uttar Pradesh. The court established jurisdiction based on the company's incorporation details.

2. Reasons for Voluntary Liquidation: The company, being family-owned, decided to liquidate voluntarily as the next generation wanted to pursue their own businesses. The Board of Directors passed a resolution for voluntary liquidation under section 59 of the Code.

3. Procedural Compliances: The directors approved the Declaration of Solvency stating the company had no assets, debts, or liabilities to defraud any person. Various forms were filed with the Registrar of Companies and meetings were held to comply with statutory requirements.

4. Creditor Consent and Public Announcement: Creditors provided a no-objection certificate, and the liquidator issued public announcements inviting claims. Claims were verified, admitted, and distributed to claimants. The liquidator also notified regulatory authorities and published liquidation details.

5. Audit and Reports: The liquidation accounts were audited, and reports were submitted to contributors, directors, and regulatory bodies. Realization of assets, payment of liabilities, and distribution of remaining funds among shareholders were confirmed.

6. Completion of Liquidation: The liquidator closed the liquidation account after completing all processes, including submission of final reports to regulatory authorities. The court found that all affairs of the company had been wound up satisfactorily, with no unsatisfied liabilities.

7. Order and Dissolution: Based on the evidence and documents, the court concluded that the company was eligible for dissolution. The liquidator was directed to inform the Registrar of Companies for further necessary action. The Company Petition was disposed of, and parties were notified accordingly.

8. Record Keeping: The court directed the issuance of a certified copy of the order upon formalities compliance and consignment of the file to records for future reference.