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2021 (9) TMI 679 - Tri - Insolvency and BankruptcySeeking dissolution of the Corporate Debtor - Sections 54 of the Insolvency Bankruptcy Code, 2016 read with Regulation 14(a) of Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations, 2016 and also read with Rule 11 National Company Law Tribunal, Rules 2016 - HELD THAT - On examining the submissions made by the Counsel appearing for the Applicant and the documents annexed to the Application, it appears that the affairs of the Corporate Debtor have been standstill since last 15 years and there are no assets to liquidate. Also, the name of the company was struck off from the list of the companies by the Registrar of the Companies vide public notice dated 03.10.2018. We are satisfied from the documents on record that the dissolution is not with intent to defraud any person. The liquidation process has been duly completed as per the provisions of the Code without success. From the facts narrated and the law on the subject it would be just and equitable to dissolve the Corporate Debtor. No party is going to be adversely affected or prejudiced thereby - the above the Corporate Debtor deserves to be dissolved - Application allowed.
Issues: Dissolution of Corporate Debtor under Section 54 of the Insolvency & Bankruptcy Code, 2016
Analysis: Issue 1: Application for Dissolution under Section 54 of the Code The Liquidator of the Corporate Debtor filed an Application seeking dissolution under Sections 54 of the Insolvency & Bankruptcy Code, 2016, read with relevant Regulations and Rules. The Tribunal noted the history of the case, including the admission of the Company Petition for Corporate Insolvency Resolution Process (CIRP) and subsequent appointment of the Interim Resolution Professional (IRP) and Resolution Professional (RP). Issue 2: Non-Operational Status and Liquidation Process The Liquidator submitted that the Corporate Debtor had been non-operational for over 15 years, with no available details for preparing an information memorandum. The company's name was struck off the list of companies by the Registrar of Companies. The Committee of Creditors (CoC) resolved to liquidate the Corporate Debtor, appointing the Liquidator. The Liquidator published a notice for claims and received only one claim from a Financial Creditor. Issue 3: Stakeholders Consultation and Dissolution The Liquidator constituted a Stakeholders Consultation Committee (SCC) and held a meeting where it was resolved to file an Application for Dissolution under Section 54 of the Code. The Liquidator submitted necessary reports and documents, affirming the absence of assets and the need for dissolution. The relevant provisions of Section 54 and Regulation 14 of the Regulations were highlighted to support the dissolution application. Issue 4: Tribunal's Decision and Order After examining the submissions and documents, the Tribunal found that the Corporate Debtor had been inactive for 15 years with no assets to liquidate. The dissolution was not intended to defraud any party, and the liquidation process had been completed without success. The Tribunal deemed it just and equitable to dissolve the Corporate Debtor, with no adverse impact on any party. Consequently, the Tribunal allowed the application, ordering the immediate dissolution of the Corporate Debtor, discharge of the Liquidator, and closure of the Company Petition. This detailed analysis outlines the key aspects of the judgment, including the application for dissolution, the status of the Corporate Debtor, the stakeholders' consultation, and the Tribunal's decision to dissolve the entity under Section 54 of the Insolvency & Bankruptcy Code, 2016.
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