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2022 (10) TMI 145 - Tri - Insolvency and BankruptcySeeking dissolution of the Applicant Company - seeking necessary direction to the ROC to change the status of Corporate Person from under liquidation to dissolved - Section 59(7) of the Insolvency and Bankruptcy Code, 2016 read with Regulation 38(3) of Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 - HELD THAT - The Company is not involved in any kind of business activities, wherein the public interest at large is involved or it is going to be affected adversely in case such dissolution of the Company is ordered. This Adjudicating Authority in exercise of power conferred under Section 59 (8) of the Insolvency and Bankruptcy Code 2016, the Applicant Company i.e., M/s. NEFA Road Carrier Pvt. Ltd. is ordered to be dissolved with effect from the date of this Order i.e. 16.09.2022 - Application allowed.
Issues Involved:
1. Application for Dissolution under Section 59(7) of the Insolvency and Bankruptcy Code, 2016. 2. Compliance with the Voluntary Liquidation Process Regulations, 2017. 3. Financial and operational status of the company. 4. Appointment and actions of the Liquidator. 5. Pending litigations and compliance with statutory requirements. Detailed Analysis: Issue 1: Application for Dissolution under Section 59(7) of the Insolvency and Bankruptcy Code, 2016 The Petitioner filed an application under Section 59(7) of the Insolvency and Bankruptcy Code, 2016, seeking the dissolution of Nefa Road Carrier Private Limited. The Tribunal was requested to order the dissolution of the company and direct the Registrar of Companies (ROC) to change the status of the Corporate Person from under liquidation to dissolved. Issue 2: Compliance with the Voluntary Liquidation Process Regulations, 2017 The company complied with the necessary regulations for voluntary liquidation: - The Board of Directors decided to voluntarily liquidate the company due to the lack of business prospects and financial resources. - A Declaration of Solvency was furnished, stating that the company had no debts and was not being liquidated to defraud any person. - The special resolution for voluntary liquidation was passed in the Extra-Ordinary General Meeting (EOGM) on 17.01.2022. - The Liquidator made public announcements and invited claims from stakeholders. - The final report was submitted to the Insolvency and Bankruptcy Board of India (IBBI) and ROC, confirming the completion of the liquidation process and distribution of proceeds among shareholders. Issue 3: Financial and Operational Status of the Company The company was incorporated on 8th November 2011 with an authorized share capital of Rs. 10,25,00,000 and paid-up share capital of Rs. 10,01,00,000. The company had ceased significant business operations for several years and had no intention of continuing business in the future. The liquidation process was initiated to realize the company's assets and distribute the proceeds to stakeholders. Issue 4: Appointment and Actions of the Liquidator Mr. Amit Pareek was appointed as the Liquidator. His actions included: - Making public announcements and inviting claims. - Selling the company's investment in TNE AAC PRIVATE LIMITED. - Preparing and submitting the preliminary and final reports. - Distributing the proceeds among shareholders. - Closing the company's bank accounts and obtaining closure certificates. - Ensuring compliance with statutory requirements, including communication with the ROC and IBBI. Issue 5: Pending Litigations and Compliance with Statutory Requirements The ROC issued a show-cause notice for non-compliance with Section 203 of the Companies Act, 2013. The company appointed a whole-time Company Secretary and filed for compounding of the offense, which was approved by the Regional Director. The pending case before the Chief Judicial Magistrate, Shillong, was withdrawn by the ROC, confirming no outstanding litigations against the company. Conclusion: The Tribunal concluded that the company had no creditors, complied with the necessary liquidation process, and had no pending litigations affecting its financial position. The dissolution of the company was ordered with effect from 16.09.2022. The Liquidator was directed to communicate the order to the ROC, IBBI, and other statutory authorities within fourteen days. The Registry was also directed to communicate the order to the concerned authorities. The application was allowed, and the company was ordered to be dissolved.
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