2022 (10) TMI 327 - Tri - Companies Law

Initiation of Voluntary Liquidation proceedings - section 59(7) of IBC - HELD THAT - On examining the submission made by the counsel appearing for the petitioner and the documents annexed to the petition it appears that the affairs of the company have been completely wound up, and its assets have been completely liquidated. The Company deserves to be dissolved - application allowed.

Summary

Issues:
Company Petition for Voluntary Liquidation under Insolvency and Bankruptcy Code, 2016.

Analysis:
1. The Company, a subsidiary of a Japanese company, filed a Company Petition under section 59 of the Insolvency and Bankruptcy Code, 2016, for Voluntary Liquidation. The Corporate Person was engaged in providing software-based services and followed all legal procedures for liquidation.

2. The Company was incorporated under the Companies Act, 1956, with an authorized share capital and two directors. The decision to Voluntarily Liquidate was taken by the Board of Directors, and the liquidation process began on a specified date.

3. The Directors affirmed in an affidavit that the Company could pay its debts in full through liquidation proceeds and was not liquidated to defraud anyone. Audited financial statements for the previous two financial years were provided.

4. The members passed a Special Resolution in an Extraordinary General Meeting to appoint a Liquidator and initiate voluntary liquidation. The Liquidator published a public announcement inviting claims from stakeholders.

5. Claims were received from Operational Creditors, and no claims were received from Financial Creditors or Workmen. The Company was not required to obtain approval from creditors as all debts had been settled.

6. The Liquidator notified relevant authorities about the liquidation process, including the Registrar of Companies and various departments such as the Income Tax Department, Sales Tax Department, and others.

7. A bank account was opened and closed as per regulations, and the Liquidator submitted both Preliminary and Final Reports as required under the IBBI (Voluntary Liquidation Process) Regulations, 2017.

8. The Tribunal examined the submissions and documents, concluding that the company's affairs were wound up, and assets were liquidated. As a result, the Tribunal ordered the dissolution of the Company, directing the Petitioner to inform the Registrar of Companies accordingly.