2022 (7) TMI 1188 - Tri - Insolvency and Bankruptcy

Seeking Voluntary Dissolution of Company (M/s. R.S. Earthmovers Private Limited) - 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 - In view of the steps taken and the satisfaction accorded by the voluntary liquidator by way of the present application, there is no legal impediment in allowing the prayer of the applicant. The Prayer of Liquidator to dissolve the Company U/S. 59 of IBC is allowed and the said company is hereby dissolved with effect from the date of the present order. The Liquidator is directed to preserve a physical or electronic copy of the reports, registers, books of account referred to in Regulation 8 and 10 for at least eight years after the dissolution of the corporate person, either with himself or with an information utility. Application allowed.

Summary

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

Analysis:
The judgment pertains to an application filed by the Voluntary Liquidator seeking the dissolution of a company under section 59 of the Insolvency and Bankruptcy Code, 2016. The company in question was incorporated with the objective of coal loading, coal transportation, and allied materials. The resolution for voluntary liquidation was passed by the Board of Directors and shareholders, appointing Mr. Mast Ram as the liquidator. The necessary notifications were made to the Registrar of Companies and the Insolvency and Bankruptcy Board of India within the prescribed time. The liquidator published notifications in newspapers as required by regulations.

The company prepared and filed a Declaration of Solvency along with financial statements, confirming no creditors on the Liquidation Commencement Date. No claims were received by the liquidator till the last date for submission. Intimations were sent to statutory authorities, and the company's bank account was converted into a Liquidation Account. The Income Tax authorities were informed about the voluntary liquidation process, confirming no pending proceedings or outstanding tax demands.

As the liquidation could not be completed within twelve months, a meeting of contributories was called, and an Annual Status Report was presented. The liquidator distributed proceeds to stakeholders in proportion to their shareholdings. The company's assets were completely realized, and the bank account used in the liquidation process was closed. Reports and registers were preserved as per regulations.

The Tribunal, satisfied with the steps taken and the liquidator's application, allowed the dissolution of the company under section 59 of the IBC. The liquidator was directed to preserve necessary documents for at least eight years post-dissolution. A copy of the order was to be filed with the Registrar of Companies within the statutory period. The file was to be consigned to the Record Room, concluding the judgment.