2022 (2) TMI 15 - Tri - Insolvency and Bankruptcy

Seeking dissolution of Corporate Debtor - Voluntary Liquidation - Section 59(7) of the Insolvency and Bankruptcy Code, 2016 - HELD THAT - On examining the submissions made by the Ld. Counsel for the Applicant and perusing the documents annexed to the Application it appears that the affairs of the Company have been completely wound up and the assets of the Applicant Company have been completely liquidated and as such the Applicant Company deserves to be dissolved. Accordingly, in exercise of the powers conferred under Section 59(8) of IBC, 2016, the dissolution of Singh Dugal Sons (Construction) Private Limited and the Applicant Company shall stand dissolved from the date of this order. The Company Application stands Allowed.

Summary

Issues Involved:
Application for voluntary liquidation under Section 59(7) of the Insolvency and Bankruptcy Code, 2016.

Analysis:

1. Background and Incorporation of the Company:
The Applicant Company, Uttam Singh Dugal and Sons Private Limited, was incorporated under the Companies Act, 1956, with the main object of carrying out various engineering and construction activities. However, it had ceased business operations and was not generating profits for the past two years.

2. Resolution for Voluntary Liquidation:
The members and Board of directors of the company passed a special resolution under Section 59 of the IBC, 2016, to voluntarily liquidate the company. An Insolvency Professional was appointed as the Liquidator in accordance with the provisions of the IBC.

3. Declaration of Insolvency and Financial Statements:
The directors of the Applicant Company declared insolvency to settle the debts, supported by audited financial statements and records of business operations for the financial years 2016-17 and 2017-18. The necessary declarations and resolutions were submitted as per the requirements of the IBC and IBBI regulations.

4. Liquidation Process and Compliance:
The Liquidator issued public announcements as mandated by the regulations, notified the Income Tax authorities, and submitted required forms to the Registrar of Companies. The Liquidator also managed the company's bank account, changed its name, and ensured payment to stakeholders.

5. Closure and Dissolution:
After completing all necessary procedures and submitting reports, the Liquidator closed the liquidation account and submitted the final report showing realization and payment to all members of the company. Upon examination of the submissions and documents, the Tribunal ordered the dissolution of the Applicant Company in accordance with Section 59(8) of the IBC, 2016.

6. Direction and Compliance:
The Registry and the Liquidator were directed to serve a copy of the dissolution order to the Registrar of Companies and IBBI within the specified timeframe, ensuring compliance with the legal requirements for the dissolution process.

This detailed analysis highlights the procedural aspects, compliance with regulations, and the final decision to dissolve the company following a voluntary liquidation process as per the provisions of the Insolvency and Bankruptcy Code, 2016.