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2021 (2) TMI 517 - Tri - Insolvency and BankruptcyDissolution of the Corporate Person through voluntary liquidation - Section 59 of the Insolvency and Bankruptcy Code, 2016 read with the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process ) Regulations, 2017 - HELD THAT - It is clear that the affairs of the company have been completely wound up and its assets have been completely liquidated. The Liquidator has also made necessary application to this Adjudicating Authority for dissolution. Application is allowed with the following directions i. The Corporate Person, India Steamship Limited, stands dissolved from the date of this Order, i.e. 09.02.2021. ii. The Liquidator is directed to file this order with the concerned Registrar of Companies, Income Tax Department and IBBI within 14 days from the date of receipt of an authentic copy this order, for information and necessary action. iii. The Liquidator is also directed to file this order with all other Statutory Authorities connected with the affairs of the Company. iv. The Liquidator shall preserve a physical or an electronic copy of the reports, registers and books of account referred to in Regulations 8 and 10 of IBBI Regulations for at least eight years after the dissolution of the Corporate Person, either with himself or with an information utility.
Issues:
1. Application for dissolution of a Corporate Person through voluntary liquidation under the Insolvency and Bankruptcy Code, 2016. Analysis: The application was filed by India Steamship Limited for voluntary liquidation under Section 59 of the Insolvency and Bankruptcy Code, 2016. The company was incorporated as a Public Limited Company under the Companies Act, 1956, with specific share capital details. The main objects of the company included dealing in ships and vessels, but it was no longer operational with no prospects for future business. The Board of Directors resolved to voluntarily liquidate the company as it was financially sound to pay off its debts. Directors made an affidavit declaring the company's ability to pay debts in full through liquidation without any intention to defraud. The members of the company passed a Special Resolution in an Extra-Ordinary General meeting to liquidate the company voluntarily and appointed an Insolvency Professional as the Liquidator. The necessary notifications were sent to the Registrar of Companies and the Insolvency and Bankruptcy Board of India. Public announcements were made inviting claims from stakeholders, and the Liquidator informed the Income Tax Department of his appointment. The Liquidator submitted reports detailing the company's financial status and the liquidation process. Payments were made to stakeholders, and all assets were liquidated, leading to the conclusion of the liquidation proceedings. The Liquidator complied with all regulatory requirements, including opening a bank account for the liquidation process. After examining the submissions and documents, the Adjudicating Authority found that the company's affairs were completely wound up and assets liquidated. The Liquidator applied for dissolution, and the Authority, in exercise of its powers under the Insolvency and Bankruptcy Code, allowed the dissolution of India Steamship Limited with specific directions for filing the order with relevant authorities and preserving necessary documents post-dissolution. In conclusion, the Adjudicating Authority granted the dissolution of India Steamship Limited through voluntary liquidation, effective from the date of the order, with specific directions for the Liquidator to comply with post-dissolution requirements and file the order with relevant authorities. This comprehensive analysis covers the detailed proceedings and compliance with legal provisions leading to the dissolution of the Corporate Person through voluntary liquidation as per the Insolvency and Bankruptcy Code, 2016.
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