2021 (8) TMI 850 - Tri - Insolvency and Bankruptcy

Voluntary liquidation of the Petitioner/Corporate person - section 59 of the Insolvency and Bankruptcy Code, 2016 - HELD THAT - It appears that the affairs of the Petitioner/Corporate Person have been completely wound up and its assets have been completely liquidated. The documents on record also satisfy that the voluntary liquidation is not with intent to defraud any person. The bank account for the purpose of Liquidation has been closed. The Petitioner/Corporate Person deserves to be dissolved and it is ordered accordingly - Dated this the 05th day of August, 2021.

Summary

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

Analysis:
1. Corporate History and Jurisdiction: The Petitioner, a Corporate Person, was incorporated under the Companies Act, 1956, with a specific business objective. The jurisdiction of the Mumbai Bench was established as the Registered office of the Petitioner is in Pune, Maharashtra.

2. Reasons for Voluntary Liquidation: The Petitioner decided to wind up its affairs due to unsuccessful business development and inability to achieve profitability in the Indian Market. The decision was made by the Board of Directors and the process was initiated under the provisions of the Insolvency and Bankruptcy Code, 2016.

3. Procedural Compliances: The necessary procedural steps were followed, including approval of Declaration of Solvency by the Directors, passing of Special Resolution by members, appointment of a Liquidator, and public announcements inviting claims from stakeholders. Declarations were made regarding the ability to pay debts and absence of fraudulent intent.

4. Assets Realization and Distribution: The Liquidator realized assets, paid off liabilities, and distributed remaining funds as per the regulations. Detailed accounts of receipts and payments were maintained, including payments to creditors, taxes, fees, and remuneration to stakeholders involved in the process.

5. Completion of Liquidation Process: The Liquidator submitted preliminary and final reports, demonstrating the conduct of the liquidation process, asset disposal, debt discharge, and compliance with regulatory requirements. The Liquidator sought an order of dissolution, and the Tribunal, after examining the submissions and documents, ordered the dissolution of the Petitioner/Corporate Person.

6. Order of Dissolution: The Tribunal, satisfied with the completion of the liquidation process and absence of fraudulent intent, ordered the dissolution of the Petitioner/Corporate Person. Directions were given to serve a copy of the order to the Registrar of Companies for necessary action.

7. Conclusion: The Tribunal's order for dissolution marked the successful conclusion of the voluntary liquidation process, ensuring compliance with legal requirements and the fair treatment of stakeholders involved in the proceedings. The case exemplifies the effective application of the insolvency and bankruptcy regulations in resolving corporate liquidation matters.