2022 (4) TMI 76 - Tri - Insolvency and Bankruptcy

Seeking dissolution of the Petitioner Company - Section 59 of the Insolvency and Bankruptcy Code, 2016 read with Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 - HELD THAT - In the present case, it can be seen that the Company is incorporated to carry on the business of coal loading, coal transportation and allied materials and to enter into contracts, submit tenders and execute work orders. The company was incorporated on 25.06.2004 to carry on the business of transportation and loading of coal and it is not carrying on any business from last past many years and there is no business opportunities under consideration for future. Therefore, the Board of Directors in its meeting on 15.05.2017 have decided to voluntary liquidation of the company and members in EOGM dated 06.06.2017 have approved the resolution for voluntary liquidation of the company and approving the appointment of liquidator. Further, the liquidator 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. The voluntary liquidator has also prepared and submitted the final report to the IBBI and RoC vide speed post on 10.08.2019. The application is duly supported by the affidavit of the liquidator. To meet the ends of justice the Petition 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 - Petition disposed off.

Summary

Issues:
1. Voluntary liquidation petition under Section 59 of the Insolvency and Bankruptcy Code, 2016.
2. Compliance with regulations and rules for voluntary liquidation process.
3. Approval of members for voluntary liquidation and appointment of liquidator.
4. Preparation and submission of necessary documents and reports by the liquidator.
5. Dissolution of the company and communication of the order to relevant authorities.

Analysis:
1. The Company Petition was filed under Section 59 of the Insolvency and Bankruptcy Code, 2016, along with relevant regulations and rules, by the liquidator of a private limited company for its dissolution. The company was engaged in coal loading and transportation business.

2. The Board of Directors passed a resolution for voluntary liquidation, and the members in an Extra Ordinary General Meeting approved the resolution and appointed a liquidator. Various documents, including audited financial statements, declaration of solvency, and notices to stakeholders, were submitted in compliance with regulations.

3. The liquidator fulfilled requirements such as public announcements in newspapers, notification to authorities, and preparation of reports like the preliminary report, list of stakeholders, and final report. Meetings with contributories were also conducted, and the final distribution of assets was completed.

4. After considering the records, provisions of the Code, and regulations, the Tribunal found that the company had ceased business operations and had no future prospects. The liquidator had completed all necessary steps for dissolution, including communication with relevant authorities and submission of final reports.

5. Consequently, the Tribunal ordered the dissolution of the company in accordance with Section 59(8) of the Insolvency & Bankruptcy Code, 2016. The liquidator was directed to notify the concerned Registrar of Companies and other statutory authorities within the specified timeframe. The petition was allowed, and the matter was disposed of.

This detailed analysis highlights the procedural compliance, decision-making process, and final outcome of the voluntary liquidation petition, ensuring all legal aspects and actions taken by the parties involved are thoroughly addressed.