2022 (7) TMI 1280 - Tri - Insolvency and Bankruptcy

Dissolution of the Corporate Debtor - Section 59 of the Insolvency and Bankruptcy Code, 2016 - HELD THAT - A bare perusal of the material available on record shows that the partners of the LLP has taken a conscious decision for closing down the partnership, because the LLP was incorporated for the object as stated hereinabove and the applicant is not carrying any business for the several past financial years due to availability of no business opportunities in India. Thus, the partners have unanimously proposed to liquidate the LLP by invoking the provisions of voluntary liquidation under Section 59 of the Code. 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 LLP, which has been averred in the present petition and, thus, the liquidator has prayed for an order from this Tribunal to dissolve the applicant LLP. Apart, as per record of the present case, it is seen that the LLP 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 partners or is contrary to the provisions of law - The present application deserves to be allowed for the proposed Liquidation/Dissolution of the LLP.

Issues Involved:
1. Compliance with Section 59 of the Insolvency and Bankruptcy Code, 2016.
2. Appointment and actions of the liquidator.
3. Notification and public announcement of liquidation.
4. Submission of reports and finalization of accounts.
5. No objections or adverse claims against liquidation.
6. Dissolution order and communication to relevant authorities.

Issue-wise Detailed Analysis:

1. Compliance with Section 59 of the Insolvency and Bankruptcy Code, 2016:
The Applicant LLP, Zepetto India LLP, filed the petition under Section 59 of the Insolvency and Bankruptcy Code, 2016, seeking dissolution. The LLP was incorporated on 05.09.2016, and the partners declared that the LLP had no debts and was solvent. The partners passed a special resolution for voluntary liquidation and appointed Mr. Rajeev Bhambri as the liquidator. The liquidator published a public announcement and notified the Registrar of Companies and the Insolvency and Bankruptcy Board of India (IBBI) as required.

2. Appointment and Actions of the Liquidator:
Mr. Rajeev Bhambri was appointed as the liquidator per the partners' resolution. He performed his duties by publishing the public announcement, notifying the Registrar of Companies, and submitting a Preliminary Report. The liquidator confirmed that no claims were received during the liquidation process, and the LLP had no creditors at the commencement of liquidation.

3. Notification and Public Announcement of Liquidation:
The liquidator published the public announcement in "Financial Express" (English) and "Jansatta" (Hindi) on 15.01.2020 and 16.01.2020, respectively. The announcement invited claims from stakeholders within 30 days. Copies of the announcement were sent to IBBI and uploaded on its website. The Registrar of Companies was also notified about the liquidation and appointment of the liquidator.

4. Submission of Reports and Finalization of Accounts:
The liquidator submitted a Preliminary Report on 26.02.2020 and a Final Report to the Registrar of Companies and IBBI on 19.01.2020. He opened a liquidation bank account with Shinhan Bank, New Delhi, for realizing money and making payments to the members. The proceeds from the realization of assets were distributed to the partners, and the liquidation account was closed.

5. No Objections or Adverse Claims Against Liquidation:
No objections or adverse claims were received from any stakeholders, partners, or the public. The Registrar of Companies, NCT of Delhi & Haryana, confirmed that no inquiry, inspection, complaint, or legal action was pending against the LLP. The liquidator complied with all statutory provisions and completed the liquidation process without any adverse comments.

6. Dissolution Order and Communication to Relevant Authorities:
The Tribunal found that the partners had taken a conscious decision to liquidate the LLP due to the lack of business opportunities. The liquidator performed his duties diligently, and no objections were received. Consequently, the Tribunal ordered the dissolution of Zepetto India LLP effective from 27.07.2022. The liquidator was directed to communicate the order to the Registrar of Companies, NCT of Delhi & Haryana, IBBI, and other statutory authorities within 14 days.

Conclusion:
The present Petition was allowed, and the Tribunal ordered the dissolution of Zepetto India LLP. The liquidator was directed to communicate the order to the relevant authorities, and the Registry was instructed to send copies of the order to the Registrar of Companies and IBBI. The petition stands disposed of.

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