2022 (7) TMI 237 - Tri - Insolvency and Bankruptcy

Seeking voluntary liquidation of the Petitioner/Corporate person - section 59 of the Insolvency and Bankruptcy Code, 2016 - HELD THAT - On examining the submissions made by the counsel appearing for the Petitioner/Corporate Person and the documents annexed to the petition, it appears that the affairs of the Petitioner/Corporate Person have been completely wound up and its assets have been completely liquidated. It is also satisfying from the documents on record 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 - Application allowed.

Summary

Issues Involved:
Voluntary liquidation under section 59 of the Insolvency and Bankruptcy Code, 2016 by a Corporate Person.

Detailed Analysis:

Corporate History and Jurisdiction (Issues 1-3):
The Corporate Person was incorporated under the Companies Act, 2013, with its registered office in Mumbai. The main objects of incorporation included CSR activities with various entities. The authorized share capital, directors, and corporate details were provided to establish jurisdiction for the petition.

Reasons for Voluntary Liquidation (Issues 4-6):
The decision for voluntary liquidation was based on the lack of profit-making opportunities post the handover of business to the Government of India. The Board of Directors resolved to wind up the company, appointing an Insolvency Professional as the Liquidator. Procedural compliances, including the Declaration of Solvency, EGM resolutions, and public announcements, were duly followed.

Procedural Compliances and Notifications (Issues 7-11):
Directors signed the Declaration of Solvency, and necessary resolutions were passed in EGM for liquidation and appointment of the Liquidator. Public announcements were made, and notifications were sent to regulatory authorities as required by the Code. No objection certificates from the Income Tax Department were not deemed necessary during voluntary liquidation.

Assets Realization and Distribution (Issues 12-18):
The liquidator provided details of assets realization and distribution, including refunds, cash/bank balance, and payments to creditors and stakeholders. A tabular format outlined the claims, admission, and distribution of amounts to various stakeholders, ensuring compliance with IBBI regulations. The final report detailed the liquidation process, asset disposal, debt discharge, and compliance with reporting requirements.

Order of Dissolution (Issues 19-23):
The Liquidator sought an order of dissolution for the Corporate Person, supported by submissions and documents confirming the completion of liquidation proceedings without fraudulent intent. The Tribunal, satisfied with the liquidation process, ordered the dissolution of the Corporate Person, directing the submission of the order to the Registrar of Companies for necessary action.

This comprehensive analysis highlights the key aspects of the judgment, covering the voluntary liquidation process, procedural compliances, asset realization, stakeholder distributions, and the final order of dissolution issued by the Tribunal.