2021 (12) TMI 1060 - Tri - Companies Law

Seeking winding up of company - Section 271 (a) of the Companies Act 2013 - HELD THAT - Since the Company or its representatives have not named an Insolvency Professional to be appointed as Provisional Liquidator this Tribunal takes the name of Insolvency Professional from the panel of IP s approved by the IBBI for the period from 01.07.2021 to 31.12.2021 for being appointed as the provisional Liquidator. Mr. Rajmohan R appointed as the Provisional Liquidator to carry out the functions as mentioned under Section 290 of the Companies Act 2013 - application allowed.

Summary

Issues:
1. Application for winding up of a company under Section 271(a) of the Companies Act, 2013.
2. Financial position and inactivity of the company leading to the decision to wind up.
3. Resolution passed in the Extra Ordinary General Meeting for voluntary winding up.
4. Appointment of a Provisional Liquidator by the Tribunal.
5. Directions and responsibilities of the Provisional Liquidator.
6. Timelines and reporting requirements for the winding up process.

Analysis:

1. The Petition was filed seeking to wind up the company under Section 271(a) of the Companies Act, 2013 due to financial difficulties and inactivity. The company was incorporated in 2018 with a specific business focus but faced challenges leading to a decision to wind up voluntarily.

2. The application highlighted the company's financial struggles, diminishing profits, and the impact of the pandemic on the tour and hospitality sector. The inability to generate profits, coupled with overhead charges, rendered the business unfeasible, resulting in a lack of operations for two years.

3. Following an Extra Ordinary General Meeting, it was unanimously decided to wind up the company. The resolution passed in the meeting authorized the voluntary winding up of the company under Section 271(a) of the Companies Act, 2013, and appointed specific individuals to act as the liquidator.

4. The Tribunal, in the absence of an appointed Insolvency Professional, selected a Provisional Liquidator from an approved panel to oversee the winding up process. The appointed Provisional Liquidator was tasked with specific responsibilities and directed to file a declaration disclosing any conflicts of interest.

5. The Tribunal issued detailed directions to the Provisional Liquidator, including taking control of company assets, ensuring compliance with legal provisions, submitting regular reports on the winding up progress, and completing the final report within a specified timeline to facilitate the issuance of the final winding up order.

6. The Tribunal set clear timelines and reporting requirements for the winding up process, emphasizing the need for cooperation from the existing management of the company and ensuring that the winding up is conducted in accordance with the Companies Act, 2013. The order was dated November 16, 2021, outlining the steps to be taken in the winding up process.