2022 (7) TMI 239 - Tri - Insolvency and Bankruptcy

Seeking voluntary dissolution of the company - Section 59 of the Insolvency and Bankruptcy Code, 2016 - HELD THAT - From the perusal of the record of the case, it is seen that the Liquidator, after his appointment has duly performed his duties and completed necessary formalities to complete the liquidation process of the applicant company, which has been averred in the present petition and, thus, the liquidator has prayed for an order from this Tribunal to dissolve the applicant company. Since there is no objection received from any angle opposing the proposed voluntary liquidation/dissolution of the company either from the side of the shareholders or from creditors, nor any adverse comment have been received from the public at large against such liquidation/dissolution, despite there being a public announcement by the liquidator and also updation of the same in the website of the Insolvency and Bankruptcy Board of India (IBBI). It is also evident from the record that the proposed liquidation was duly communicated to the Registrar of Companies, Punjab and Chandigarh as per Form MGT-14 and Form GNL-2 and the same is also reported to have been approved. Apart, as per record of the present case, it is seen that the company is not found involved in such kind of business activities, which are detrimental to the interest of the public at large. Further, it is not the case that the proposed liquidation may affect adversely to its shareholders/members or is contrary to the provisions of law. The present application deserves to be allowed for the proposed Liquidation/Dissolution of the Corporate Person - this Adjudicating Authority in exercise of power conferred to it under Section 59 (8) of the Insolvency and Bankruptcy Code, 2016, orders that the Corporate Person (Applicant Company) M/s Dunwell Enterprises Private Limited shall stand dissolved with effect from the date of this order i.e. 04.07.2022. Petition allowed.

Issues Involved:
1. Compliance with Section 59 of the Insolvency and Bankruptcy Code, 2016.
2. Declaration of solvency by the Board of Directors.
3. Appointment of Liquidator and publication of public announcement.
4. Notification to Registrar of Companies and IBBI.
5. Submission of Preliminary and Final Reports by the Liquidator.
6. Claims received from stakeholders.
7. Communication to Income Tax Department.
8. Opening and closure of liquidation bank account.
9. Absence of objections from shareholders, creditors, or public.
10. Compliance with statutory provisions and absence of adverse activities.
11. Order for dissolution of the company.

Detailed Analysis:

1. Compliance with Section 59 of the Insolvency and Bankruptcy Code, 2016:
The petition was filed under Section 59 of the Insolvency and Bankruptcy Code, 2016, seeking the dissolution of M/s Dunwell Enterprises Private Limited. The Tribunal examined the compliance with the statutory provisions of Section 59 and relevant regulations.

2. Declaration of Solvency by the Board of Directors:
The Board of Directors declared that a full inquiry into the affairs of the company was conducted, confirming that the company had no debts or could pay its debts in full from the proceeds of assets to be sold in liquidation. The directors also submitted a Declaration of Solvency by way of affidavits stating that the company was not being liquidated to defraud any person.

3. Appointment of Liquidator and Publication of Public Announcement:
The Board convened an Extra Ordinary General Meeting and passed a special resolution to voluntarily liquidate the company and appointed Mr. Rajeev Bhambri as the Liquidator. A public announcement was made in compliance with Regulation 14 of the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017, inviting claims from stakeholders.

4. Notification to Registrar of Companies and IBBI:
The company duly notified the Registrar of Companies about the voluntary liquidation and appointment of the liquidator in Form MGT 14 and Form GNL 2, which were approved and taken into record.

5. Submission of Preliminary and Final Reports by the Liquidator:
The liquidator submitted a Preliminary Report to the members of the applicant company and later prepared a final report, which was submitted to the Registrar of Companies and the Insolvency and Bankruptcy Board of India.

6. Claims Received from Stakeholders:
The liquidator did not receive any claims except from shareholders, indicating that there were no creditors of the company as of the liquidation commencement date.

7. Communication to Income Tax Department:
The liquidator informed the Income Tax Department about the voluntary liquidation of the company and his appointment as the liquidator.

8. Opening and Closure of Liquidation Bank Account:
The liquidator opened a bank account in the name of the company in liquidation with Canara Bank, Ludhiana, for the realization of money and payment to the members. After making necessary payments, the liquidation account was closed.

9. Absence of Objections from Shareholders, Creditors, or Public:
No objections were received from shareholders, creditors, or the public against the proposed voluntary liquidation/dissolution of the company. The proposed liquidation was also communicated to the Registrar of Companies, Punjab and Chandigarh, and no adverse comments were received.

10. Compliance with Statutory Provisions and Absence of Adverse Activities:
The company was not involved in activities detrimental to the public interest, and the proposed liquidation did not adversely affect its shareholders/members or contravene any legal provisions.

11. Order for Dissolution of the Company:
The Tribunal concluded that the liquidator had duly performed his duties and completed the necessary formalities for the liquidation process. Consequently, the Tribunal ordered the dissolution of M/s Dunwell Enterprises Private Limited with effect from the date of the order, 04.07.2022. The liquidator was directed to communicate this order to the Registrar of Companies, Punjab and Chandigarh, IBBI, and other statutory authorities within fourteen days.

Conclusion:
The Tribunal allowed the Company Petition, ordering the dissolution of M/s Dunwell Enterprises Private Limited and directing necessary communications to relevant authorities.

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