2022 (6) TMI 1218 - Tri - Insolvency and Bankruptcy

Seeking dissolution of the company - Section 59 of the Insolvency and Bankruptcy Code, 2016 - HELD THAT - A bare perusal of the material available on record shows that the Board of Directors of the Company has taken a conscious decision for closing down the company, because the company has no significant business operations from last two years. Thus, the Board of Directors of the company have unanimously proposed to liquidate the company by invoking the provisions of voluntary liquidation under Section 59 of the Code - It has been mentioned in the petition that the liquidator has not received any claims, therefore, no prejudice and loss will be caused to anyone, if the company is dissolved. In support of the same, the company has duly passed the requisite Special Resolution in its Extra Ordinary General Meeting on 06.08.2020 by confirming the decision of its Board of Directors and proposing for its Voluntary Liquidation. From the perusal of the record of the case, it is seen that the Liquidator, after his appointment has duly performed his duties and completed necessary formalities to complete the liquidation process of the applicant company, which has been averred in the present petition and, thus, the liquidator has prayed for an order from this Tribunal to dissolve the applicant company. Since there is no objection received from any angle opposing the proposed voluntary liquidation/dissolution of the company either from the side of the shareholders or from creditors, nor any adverse comment have been received from the public at large against such liquidation/dissolution, despite there being a public announcement by the liquidator and also updation of the same in the website of the Insolvency and Bankruptcy Board of India (IBBI). It is also evident from the record that the proposed liquidation was duly communicated to the Registrar of Companies, NCT of Delhi Haryana as per Form MGT-14 and Form GNL-2 and the same is also reported to have been approved. Apart, as per record of the present case, it is seen that the company is not found involved in such kind of business activities, which are detrimental to the interest of public at large. Further, it is not the case that the proposed liquidation may affect adversely to its shareholders/members or is contrary to the provisions of law - the present application deserves to be allowed for the proposed Liquidation/Dissolution of the Corporate Person. This Adjudicating Authority in exercise of power conferred to it under Section 59 (8) of the Insolvency and Bankruptcy Code, 2016, orders that the Corporate Person (Applicant Company) SAIF Advisors Private Limited shall stand dissolved with effect from 27.06.2022 - application allowed.

Issues Involved:
1. Compliance with Section 59 of the Insolvency and Bankruptcy Code, 2016.
2. Compliance with the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017.
3. Appointment and actions of the Liquidator.
4. Notification and approval by the Registrar of Companies and other authorities.
5. Public announcement and claims by stakeholders.
6. No Dues Certificate from the Income Tax Department.
7. Final report and dissolution order.

Detailed Analysis:

1. Compliance with Section 59 of the Insolvency and Bankruptcy Code, 2016:
The petition was filed under Section 59 of the Insolvency and Bankruptcy Code, 2016, seeking the dissolution of the company. The applicant company, SAIF Advisors Private Limited, complied with Section 59(3) by filing a declaration signed by the Board of Directors. The declaration stated that a full inquiry into the affairs of the company had been conducted, the company had no debts, and it was not being liquidated to defraud any person. The company also provided audited financial statements for the last two years and a Declaration of Solvency.

2. Compliance with the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017:
The company followed the required regulations, including publishing a public announcement in newspapers and notifying the Insolvency and Bankruptcy Board of India (IBBI). The liquidator submitted a Preliminary Report to the members, and no claims were received from any creditors. The liquidator also informed the Income Tax Department and obtained a No Dues Certificate.

3. Appointment and Actions of the Liquidator:
The Board of Directors convened an Extra Ordinary General Meeting and passed a special resolution to voluntarily liquidate the company and appointed Mr. Suman Kumar Jha as the Liquidator. The liquidator performed his duties, including publishing a public announcement, notifying relevant authorities, and distributing the proceeds from the realization of assets to stakeholders. The liquidation account was closed after making necessary payments to the members.

4. Notification and Approval by the Registrar of Companies and Other Authorities:
The company notified the Registrar of Companies about the voluntary liquidation and the appointment of the liquidator. The Registrar of Companies, NCT of Delhi & Haryana, approved and took the notification into record. Notice was issued to the Registrar of Companies, and no adverse comments were received.

5. Public Announcement and Claims by Stakeholders:
The liquidator published the public announcement in newspapers and on the IBBI website, inviting claims from stakeholders. No claims were received, indicating no operational or financial creditors. This lack of claims supported the company's assertion that no prejudice or loss would be caused by the dissolution.

6. No Dues Certificate from the Income Tax Department:
The company obtained a No Dues Certificate from the Income Tax Department. However, a demand of Rs. 2,50,810/- was outstanding for the Assessment Year 2016-17. This outstanding amount was noted in the judgment, and the liquidation was subject to this amount being addressed.

7. Final Report and Dissolution Order:
The liquidator prepared and submitted the final report to the Registrar of Companies and IBBI. The tribunal reviewed the petition, the actions taken by the liquidator, and the compliance with relevant regulations. The tribunal found no objections or adverse comments and concluded that the liquidation process was duly completed. Consequently, the tribunal ordered the dissolution of the company effective from 27.06.2022, subject to the outstanding amount to the Income Tax Department. The liquidator was directed to file the financial statement for the year 2018-2019 and communicate the order to relevant authorities within fourteen days.

Conclusion:
The tribunal allowed the company petition and ordered the dissolution of SAIF Advisors Private Limited, confirming that all necessary procedures and regulations were followed, and no objections were raised against the voluntary liquidation.

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