2021 (8) TMI 1151 - Tri - Insolvency and Bankruptcy

Dissolution of Corporate Person - affairs of the Corporate Person have been completely wound up and its assets having completely liquidated - Section 59(7) of the Insolvency Bankruptcy Code, 2016 - HELD THAT - The requirement of the provisions of Section 59, read with the relevant rules, have been satisfied by the Liquidator - Since there is no liability on the Company and no fraud has been found against it either by the Auditors in their report or by the Liquidator, particularly, in the absence of any response from the Registrar of Companies, West Bengal and the Official Liquidator, the dissolution of the Company Manraj Tradecom Private Ltd. is ordered. The Company, Manraj Tradecom Private Limited, stands dissolved under Section 59(8) of the Insolvency and Bankruptcy Code, 2016, from the date of the Order - application allowed.

Summary

Issues:
Approval for dissolution of a Corporate Person under Section 59(7) of the Insolvency & Bankruptcy Code, 2016.

Analysis:
The application was filed seeking approval to dissolve the Corporate Person, Manraj Tradecom Private Limited, after its affairs were completely wound up and assets liquidated. The company was incorporated in 2007 and dealt with wholesale trading. Directors declared solvency in 2019, stating no debt or outside liability, ensuring assets covered shareholders' money in full. The voluntary liquidation was initiated by shareholders' resolution in 2019, appointing Mr. Kamal Nayan Jain as the Liquidator.

Analysis:
The Liquidator made a public announcement and received claims only from shareholders, which were admitted after verification. Assets, including fixed assets and investments, were liquidated, and proceeds transferred to a bank account. The Liquidator appointed an auditor to review all transactions, confirming full disposal of the company's affairs. A final report was prepared, stating completion of the liquidation process, with no pending litigations.

Analysis:
The Liquidator complied with all legal requirements, including filing necessary documents, final statement of accounts, and seeking dissolution from 2019. Despite issuing notices, no objections were raised by authorities. The Tribunal, after thorough review of documents and absence of liabilities or fraud, ordered the dissolution of Manraj Tradecom Private Limited under Section 59(8) of the Insolvency and Bankruptcy Code, 2016. The Registry was directed to communicate the order to relevant authorities for further action.