2022 (9) TMI 220 - Tri - Insolvency and Bankruptcy

Liquidation of Corporate Debtor - Section 59 of the Insolvency and Bankruptcy Code, 2016 - HELD THAT - A bare perusal of the material available on record shows that the Board of Directors of the Company has taken a conscious decision for closing down the company, because it is no longer viable to carry on the business of the company. Thus, the Board of Directors of the company have unanimously proposed to liquidate the company by invoking the provisions of voluntary liquidation under Section 59 of the Code. It has been mentioned in the petition that the liquidator has not received any claims, therefore, no prejudice and loss will be caused to anyone, if the company is dissolved. In support of the same, the company has duly passed the requisite Special Resolution in its Annual General Meeting on 27.09.2019 by confirming the decision of its Board of Directors and proposing for its Voluntary Liquidation - 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). The present application deserves to be allowed for the proposed Liquidation/Dissolution of the Corporate Person - Application allowed.

Issues Involved:
1. Compliance with Section 59 of the Insolvency and Bankruptcy Code, 2016.
2. Declaration of Solvency and absence of debts.
3. Appointment and actions of the Liquidator.
4. Public announcement and stakeholder claims.
5. Notification to the Registrar of Companies and compliance with procedural requirements.
6. Distribution of liquidation proceeds.
7. Final report and dissolution order.

Issue-wise 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 Hellman Transportation India Private Limited. The Tribunal examined the compliance with Section 59, which allows a corporate person to initiate voluntary liquidation if it has not committed any default. The company met the procedural requirements specified by the Board, including the declaration of solvency and the absence of debts.

2. Declaration of Solvency and Absence of Debts:
The company filed a declaration signed by the Board of Directors, stating that a full inquiry into the affairs of the company had been conducted, and the company had no debts. If any debts were claimed during the liquidation process, the company would be able to pay them in full from the proceeds of the assets. The directors also submitted affidavits confirming that the company was not being liquidated to defraud any person.

3. Appointment and Actions of the Liquidator:
The Board of Directors convened an Annual General Meeting on 27.09.2019, passing a special resolution to voluntarily liquidate the company and appoint Mr. Gurvinder Singh Sarin as the Liquidator. The Liquidator published a public announcement, invited claims from stakeholders, and notified the Registrar of Companies and the Insolvency and Bankruptcy Board of India (IBBI) about the voluntary liquidation and his appointment.

4. Public Announcement and Stakeholder Claims:
The Liquidator published a public announcement in "Financial Express" and "Jansatta" on 01.10.2019, inviting claims from stakeholders within 30 days. The announcement was also uploaded on the IBBI website. No claims were received from financial creditors, indicating no prejudice or loss to any party.

5. Notification to the Registrar of Companies and Compliance with Procedural Requirements:
The company notified the Registrar of Companies about the voluntary liquidation and appointment of the Liquidator in Form MGT 14 and Form GNL 2. The Liquidator submitted a Preliminary Report to the members and a Final Report to the Registrar of Companies and the IBBI, complying with the procedural requirements.

6. Distribution of Liquidation Proceeds:
The Liquidator opened a bank account for the realization of money and payment to the members. The proceeds from the realization of assets were distributed to the stakeholders, and the liquidation account was closed after making necessary payments.

7. Final Report and Dissolution Order:
The Liquidator prepared and submitted the final report, and no objections were received from shareholders, creditors, or the public. The Registrar of Companies reported no pending inquiries or legal actions against the company. The Tribunal found that the company was not involved in any detrimental business activities and that the liquidation would not adversely affect shareholders or violate any laws.

Conclusion:
The Tribunal, after considering the facts and circumstances, allowed the application for the voluntary liquidation and dissolution of Hellman Transportation India Private Limited. The company was ordered to stand dissolved with effect from 01.09.2022. The Liquidator was directed to communicate the order to the Registrar of Companies and the IBBI within 14 days. The Registry was also directed to communicate the order to the relevant authorities. The Company Petition was allowed and disposed of accordingly.

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