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TMI Blog2021 (6) TMI 701X X X X Extracts X X X X X X X X Extracts X X X X ..... a R., Member (J) And Anil Kumar B., Member (T) For the Appellant : Vinod Kumar, Srinivasan and Prashaanth, Advocates for J. Sagar Associates ORDER Sucharitha R., Member (J) 1. This is a Company Application filed under Section 59 of the Insolvency and Bankruptcy Code, 2016 (hereinafter referred to as IBC, 2016 ) and Reregulation 38 of the IBBI (Voluntary Liquidation Process) Regulations, 2017 by Mr. M.D. Selvaraj, Liquidator of M/s. Paul Hartman Medical Private Limited (hereinafter referred to as the Company ) seeking for the dissolution of the Petitioner Company. 2. It is stated in the Petition that the Petitioner Company intended to liquidate voluntarily and initiated liquidation proceedings as per the provisions of C ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tary Winding Up, by way of special resolution at the Annual General Meeting held on 25.05.2019. 6. It is submitted that in compliance with section 59 of the IBC, 2016, the Annual General Meeting was held on 25.05.2019 and the shareholders of the company under liquidation have passed the resolutions unanimously which are as follows: RESOLVED THAT pursuant to the provisions of section 59 of the IBC, 2016 read with Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017, read with rules or regulations thereunder, as amended and other applicable laws, if any (including any amendment or re-enactment thereof) (collectively called as Insolvency Laws ) and accordance with provisions of the Articles of Assoc ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he company at a remuneration of ₹ 2,00,000 and reimbursement of actual out of pocket expenses for the winding up of the affairs of the Company. RESOLVED FURTHER THAT Mr. M.D. Selvaraj, the Liquidator be and is hereby authorised to exercise all the powers under regulation 8 of the Liquidation Process Regulations, 2017 and the IBC, 2016, as may be applicable, to effectively wind up the affairs of the company. RESOLVED FURTHER THAT pursuant to regulation 4 of the Liquidation Process Regulations, 2017 and IBC, 2016 as May applicable and upon the passing of this Special Resolution, the powers of the Board of Directors of the Company shall cease, which powers of the Liquidator shall assume for the purpose of carrying out his dutie ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... It is further submitted that as required under regulation 3 of the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017, the Company under liquidation is required to notify the Registrar of Companies, Chennai in Form MGT-14 and Form GNL-2 and IBBI about the voluntary winding up and resolution passed at the AGM dated 25.05.2019 with 7 days such a resolution. Accordingly, the Directors of the Company has submitted their declaration of solvency to the ROC, Chennai and IBBI on 30.05.2019. 11. Thereafter, the liquidator has obtained the audited Balance sheet as on 30.03.2019; as per which share capital of the company stood at ₹ 77,71,348/- from the date of commencement of the Voluntary Liquidation. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r the Applicant further submitted that the existing bank account of the company with Deutsche Bank, Mumbai Branch which shows the account holder's name as Paul Hartmann Medical Private Limited was closed on 12.12.2019. In this regard, the said bank has certified that the account has been closed on 12.12.2019, vide a letter dated 18.12.2019. 16. The Learned Counsel for Applicant further submitted that the auditor has issued a certificate dated 06.01.2020 on the liquidation accounts of the Company, showing receipt and payments to and from the Liquidator, since the liquidation commencement date i.e. 25.05.2019. The said certificate confirms and states the following:- a) That the company does not have any pending litigations which wo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 19. The Learned Counsel for the Liquidator submitted that as per Regulation 9 of the IBBI (Voluntary Liquidation Process) Regulations, 2017, the Liquidator has submitted his preliminary report within 45 days from the Liquidation commencement date to the Company and the copy of the Final Report is placed at pages 50 to 57 of the typed set filed along with the Application. A perusal of the said Report states that the Liquidator has satisfied that the company is not being liquidated to defraud any person. 20. It was also submitted that the requirement for distribution under Regulation 35 of the IBBI (Voluntary Liquidation Process) Regulations, 2017 and as such the Liquidator has completed the liquidation process within 12 months as stipula ..... X X X X Extracts X X X X X X X X Extracts X X X X
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