2022 (4) TMI 1110 - Tri - Insolvency and Bankruptcy

Seeking dissolution of Company - section 59 of the Insolvency and Bankruptcy Code, 2016 (Code) read with Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 (IBBI Regulations) - HELD THAT - When the matter was first heard, this Bench had directed that notices be issued to the RoC. The ROC has filed their reply stating that an Affidavit of Solvency was filed by the Director deposing that the Company was not being liquidated to defraud any person - Pursuant to the service of the notices to the ROC and IBBI, no objection has been raised by them. The voluntary liquidator has filed an affidavit confirming that neither he nor the Company has received any objection with regard to the present liquidation proceedings of the company from any authority whatsoever. The applicant states that necessary compliances of Section 59 and other relevant provisions of the Insolvency and Bankruptcy Code, 2016 read with the regulations have been stated within time, more specifically submission of the Form GNL-2 to the ROC and the intimation to the IBBI vide email, after realisation and distribution of the assets to its members and closure of the Bank account. In view of the satisfaction accorded by the voluntary liquidator by way of the present application, the said company is hereby dissolved with effect from the date of the present order - Petition allowed.

Summary

Issues:
Voluntary liquidation process under the Insolvency and Bankruptcy Code, 2016.

Analysis:
The application was filed seeking dissolution of a company under voluntary liquidation. The company was incorporated under the Companies Act, 1956 with a specific objective related to the oil business. The decision for voluntary liquidation was made due to the lack of significant business operations, with necessary resolutions passed and a liquidator appointed as per the Insolvency and Bankruptcy Code. Various compliances were met, including filing declarations, notifications, and financial statements as required by the regulations.

The liquidator undertook steps such as publishing notifications in newspapers, opening a bank account for liquidation purposes, and distributing assets among stakeholders and contributories. Affidavits and indemnity bonds were furnished by stakeholders to indemnify any losses arising from interim distributions. The final distribution was made, accounts were audited, and a final report was submitted to the relevant authorities in compliance with the regulations.

Notices were issued to the Registrar of Companies (RoC), who confirmed the solvency of the company. No objections were raised by the RoC or the Insolvency and Bankruptcy Board of India (IBBI) during the proceedings. The applicant affirmed the completion of necessary compliances under the Code and regulations, leading to the dissolution of the company as per the satisfaction of the voluntary liquidator. The order directed the filing of a copy with the RoC within the statutory period, thereby concluding the voluntary liquidation process successfully.