2022 (9) TMI 682 - Tri - Insolvency and Bankruptcy

Seeking Voluntary 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. 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 satisfied the claims received, 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 Extra Ordinary General Meeting on 27.07.2018 by confirming the decision of its Board of Directors and proposing for its Voluntary Liquidation - 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) - 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 adversely affect 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 - Application allowed.

Issues Involved:
1. Compliance with Section 59 of the Insolvency and Bankruptcy Code, 2016.
2. Declaration of Solvency.
3. Appointment of Liquidator.
4. Public Announcement and Stakeholder Claims.
5. Notifications to Registrar of Companies and Insolvency and Bankruptcy Board of India.
6. Distribution of Assets and Closure of Liquidation Account.
7. Final Report Submission.
8. No Objections from Stakeholders or Regulatory Authorities.
9. Order for Dissolution of the Company.

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 the applicant company, Serco Integrated Transport Private Limited. The tribunal noted that the company intended to liquidate itself voluntarily and had not committed any default, thus meeting the conditions and procedural requirements specified by the Board.

2. Declaration of Solvency:
The applicant company complied with Section 59(3)(a) by filing a declaration signed by the Board of Directors. The declaration stated that a full inquiry into the affairs of the company had been conducted, and the company had no debts or could pay its debts in full from the proceeds of the assets to be sold in liquidation. The directors also submitted the Declaration of Solvency by way of affidavits, affirming that the company was not being liquidated to defraud any person.

3. Appointment of Liquidator:
The Board of Directors convened an Extra Ordinary General Meeting on 27.07.2018, passing a special resolution to voluntarily liquidate the company and appoint Ms. Monika Kohli, an Insolvency Professional, as the Liquidator. This appointment complied with Section 59(3)(c) of the Code.

4. Public Announcement and Stakeholder Claims:
The liquidator published a public announcement inviting claims from stakeholders within 30 days from the commencement of liquidation. No claims were received from any creditors, as the two creditors appearing as of 30.06.2018 had been paid before the liquidation commencement date.

5. Notifications to Registrar of Companies and Insolvency and Bankruptcy Board of India:
The company notified the Registrar of Companies and the Insolvency and Bankruptcy Board of India about the voluntary liquidation and the appointment of the liquidator. The notifications were made in Form MGT-14 and Form GNL-2, which were approved and taken into record by the Registrar of Companies.

6. Distribution of Assets and Closure of Liquidation Account:
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 subsequently closed. Evidence of the closure of the account was provided.

7. Final Report Submission:
The liquidator prepared and submitted a final report to the Registrar of Companies and the Insolvency and Bankruptcy Board of India, complying with Regulation 38 of the IBBI (Voluntary Liquidation Process) Regulations, 2017.

8. No Objections from Stakeholders or Regulatory Authorities:
No objections were received from shareholders, creditors, or the public against the proposed voluntary liquidation and dissolution. The Registrar of Companies confirmed that no inquiry, inspection, complaint, or legal action was pending against the company.

9. Order for Dissolution of the Company:
The tribunal, after considering the facts and circumstances, allowed the application for the proposed liquidation and dissolution of the company. The tribunal ordered that the company stands dissolved with effect from the date of the order, 13.09.2022. The liquidator was directed to communicate the order to the Registrar of Companies and the Insolvency and Bankruptcy Board of India within 14 days.

Conclusion:
The tribunal concluded that the company had met all statutory requirements for voluntary liquidation and dissolution under Section 59 of the Insolvency and Bankruptcy Code, 2016. Consequently, the company was ordered to be dissolved, and the petition was allowed and disposed of.

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