2022 (10) TMI 696 - 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 - This Bench had directed that notice be issued to the RoC. Pursuant to the service of the notices to the ROC, ROC has filed their status report dated 17.08.2022 and had no objection qua acceptance of the present Application. Necessary compliances of Section 59 and other relevant provisions of the Insolvency and Bankruptcy Code, 2016 read with the regulations have been made within time. More specifically, the submission of the Form GNL-2 to the ROC, after realisation and distribution of the assets to its members and closure of the Bank account. In view of the necessary compliances made and satisfaction accorded by the voluntary liquidator, the present company namely M/s. Lonely Planet India Private Limited hereby stands dissolved with effect from the date of the present order. Accordingly, the Copy of this order be filed with the ROC within the statutory period as per the applicable provisions. The present petition for voluntary Liquidation stands allowed.

Summary

Issues:
Application for dissolution of a company under the Insolvency and Bankruptcy Code, 2016.

Analysis:
The application was filed under section 59 of the Insolvency and Bankruptcy Code, 2016, seeking dissolution of a private limited company, M/s. Lonely Planet India Private Limited. The company was incorporated under the Companies Act, 1956, with a specific Corporate Identification number. The petition stated that the company had ceased its business activities, and the shareholders had unanimously approved the voluntary liquidation. A declaration of solvency was made, and a voluntary liquidator was appointed during an Annual General Meeting. The necessary intimation was sent to relevant authorities, including IBBI, ICSI-IIP, and ROC. The audited balance sheet, along with other required documents, was submitted as part of the application.

The ROC filed a status report with no objections to the application after being served notice. The necessary compliances under the Code and regulations were made within the stipulated time, including the submission of Form GNL-2 after asset realization, distribution, and bank account closure. Due to the satisfaction of compliances by the voluntary liquidator, the company was dissolved with immediate effect from the date of the order. The order was to be filed with the ROC within the statutory period. Consequently, the petition for voluntary liquidation was allowed, and the file was consigned to records.

This detailed analysis of the judgment highlights the procedural aspects followed in the voluntary liquidation process, including compliance with statutory requirements, appointment of a voluntary liquidator, submission of necessary documents, and approval from relevant authorities leading to the dissolution of the company.