2019 (10) TMI 103 - Tri - Insolvency and Bankruptcy

Maintainability of petition - Dissolution of the corporate person - Voluntary dissolution - compliance with the requirements of Section 59 of the Insolvency and Bankruptcy Code 2016 or not - HELD THAT - The Application is filed by the liquidator under section 59 of the IB Code 2016. This Adjudicating Authority has to see whether the liquidator has complied with all the provisions of section 59 of the IB Code 2016 read with Regulation 3 of the Regulations before initiating voluntary liquidation of the company - It is on record that the board of directors have passed necessary resolution on 16.02.2018 to liquidate the company voluntarily and all the directors have also executed the Declaration of Solvency dated 07.03.2018 by way of an affidavit in terms of provisions of section 59(3)(a) of the IB Code 2016. Thus the voluntary liquidator has complied with the requirement of the provisions of Section 59 of the IB Code 2016 and filed this application under Section 59(7) of the IB Code 2016 to dissolve the Corporate Person viz. Akana Software Engineering India Private Limited. Petition disposed off.

Summary

Issues:
Company Petition for dissolution of a corporate person under Section 59 of the Insolvency and Bankruptcy Code, 2016.

Analysis:
1. Background of the Company:
- The Company under voluntary liquidation was originally incorporated as "SOA Software Engineering Private Limited" and later changed its name to Akana Software Engineering India Private Limited.
- The Company was engaged in software development and services but discontinued its operations from the financial year 2016-17 onwards.

2. Initiation of Voluntary Liquidation:
- The Board of Directors passed a resolution for voluntary winding up under Section 59 of the IB Code.
- A special resolution was passed by the members appointing an Insolvency Professional as the liquidator.
- Public announcements for liquidation were made in newspapers and submitted to relevant authorities.

3. Compliance with Legal Requirements:
- Directors made a declaration as per Section 59 of the IB Code.
- Liquidator filed necessary reports and documents with RoC, IBBI, and Income Tax Authority.
- No outstanding debts or realizable assets were reported, and all statutory dues were cleared.

4. Registrar of Companies Report:
- RoC confirmed the compliance with legal procedures and approved the necessary resolutions and reports.

5. Adjudication and Dissolution:
- The Adjudicating Authority reviewed the compliance with Section 59 of the IB Code and Regulations.
- The liquidator fulfilled all requirements, including public announcements, shareholder approvals, and regulatory filings.
- Based on the RoC report and compliance with legal provisions, the Company was ordered to be dissolved under Section 59 of the Code.

6. Conclusion:
- The Company's dissolution was approved, and the liquidator was directed to file the order with the RoC within a specified timeframe.

This judgment illustrates a comprehensive process of voluntary liquidation, emphasizing legal compliance, shareholder approvals, regulatory filings, and dissolution under the Insolvency and Bankruptcy Code, 2016. The detailed analysis highlights the meticulous steps taken by the Company, liquidator, and regulatory authorities in ensuring a smooth and lawful dissolution process.