2022 (9) TMI 1288 - Tri - Insolvency and Bankruptcy

Initiation of Voluntary Liquidation proceedings under IBC - section 59 of the Insolvency and Bankruptcy Code, 2016 - HELD THAT - On examining the submission made by the counsel appearing for the petitioner and the documents annexed to the petition it appears that the affairs of the company have been completely wound up, and its assets have been completely liquidated. The submissions made by the Liquidator the Company deserves to be dissolved - Petition allowed.

Summary

Issues involved:
Company petition for voluntary liquidation under section 59 of the Insolvency and Bankruptcy Code, 2016.

Detailed Analysis:

1. Background and Petition Filing:
- The Company Petition was filed by a Corporate person, NOVELIS (INDIA) INFOTECH LIMITED, a subsidiary of Novelis Inc., Canada, providing software-based services, seeking voluntary liquidation under the Insolvency and Bankruptcy Code, 2016.
- The Company was incorporated as a Public Company Limited by Shares with an authorized share capital of Rs. 25,00,00,000 divided into 2,50,00,000 Equity Shares of Rs. 10/- each.

2. Directors and Decision for Liquidation:
- The Company had three directors who decided to voluntarily liquidate the Company as it was not carrying out any business.
- A Declaration of Solvency was passed by the Board of Directors, and the liquidation commencement date was set.

3. Compliance and Meeting Resolutions:
- The Directors affirmed in an affidavit that the Company could pay its debts in full through liquidation proceeds and was not liquidated to defraud anyone.
- An Extraordinary General Meeting was held to pass a Special Resolution for voluntary liquidation and appoint a liquidator.

4. Public Announcement and Creditor Claims:
- The Liquidator made a public announcement inviting claims from stakeholders through newspaper publications and notified the Registrar of Companies.
- Claims were received from Operational Creditors, and the list of Creditors and Shareholders was submitted.

5. Regulatory Compliance and Reports:
- Various regulatory compliances were met, including opening a bank account for liquidation purposes and submitting reports to the authorities.
- The Liquidator submitted a Preliminary Report and a Final Report detailing the realization and payment to members of the Company.

6. Order for Dissolution:
- After examining submissions and documents, the Tribunal found that the Company's affairs were wound up, and assets were liquidated.
- The Tribunal directed the dissolution of the Company, and the Petitioner was instructed to serve a copy of the order to the Registrar of Companies for necessary action.

7. Conclusion:
- The Company Petition for voluntary liquidation was allowed, and the Company was ordered to be dissolved from the date of the Tribunal's order.
- The Petitioner was directed to inform the Registrar of Companies about the dissolution within fourteen days of receiving the order for further actions.