TMI Blog2021 (5) TMI 435X X X X Extracts X X X X X X X X Extracts X X X X ..... provisions of Section 35 to Section 53, Section 59 and Chapter V of the Insolvency and Bankruptcy Code, 2016. 2. The Ld. Counsel, on behalf of the Liquidator, stated that the Company, Bakreswar Ispat Private Limited, is not able to carry on the business activities as per the main objects stated in the Memorandum and Articles of Association of the Company and the Company had no operations and activities. Therefore, in view of the cost and time involved in ensuring the compliances, decision was taken to liquidate the Company voluntarily as per the provisions of Section 59 of the Insolvency and Bankruptcy Code, 2016, read with Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 and to distribute the assets lying with the Company to shareholders as per their respective holding of the Company. 3. The Company, Bakreswar Ispat Private Limited, was incorporated as a Company limited by shares on 22nd September, 2014 under the provisions of the Companies Act, 1956, under the name and style, Bakreswar Ispat Private Limited. The Company is registered with the Registrar of Companies, West Bengal vide CIN U27310WB2014PTC203760. 4. The Ld. Counsel ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Valuation Report was prepared by the Company. 9. It is stated that the Declaration of Solvency along with the documents accompanied therewith, was filed with the Registrar of Companies, West Bengal in Form GNL-2 on 14th August, 2019. The copy of the said Form GNL-2 along with attachments thereof, are attached with the Application and marked as Annexure - E 10. The members of the Company in their extraordinary general meeting held on 9th October, 2019, passed the special resolutions to voluntarily liquidate the Company and to appoint CS Mr. Saurabh Basu, as the Liquidator of the Company, to exercise all powers and perform such actions as provided under the Insolvency and Bankruptcy Code, 2016 and Voluntary Liquidation Process Regulations, 2017. The copy of the certified true copy of the Special Resolutions and the Notice calling the EOGM, along with Explanatory Statements and Minute of EOGM thereof, are enclosed with the application and marked as Annexure - F . 11. The Creditors of the Company approved the Special Resolutions passed under the provisions of Section 59(3) of the IBC, 2016, by the members of Company in the EOGM, held on 9th October, 2019, for voluntary liqu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... changed and the status of the Company is still showing Active as per the Master Data of the Company on the MCA portal as on 3rd February, 2021. 19. It is stated by the Ld. Counsel for the Liquidator that in compliance with the provisions of Regulation 29 of the Voluntary Liquidation Process Regulations, 2017, the claims of all the Creditors and other stakeholders received, pursuant to the public announcement, were verified and accepted by the Liquidator and no claim was rejected. 20. No claim has been filed by the Statutory authorities for any statutory dues, if any pending as on the liquidation commencement date, in response to the public announcement of the voluntary liquidation of the Company. 21. It is submitted by the Ld. Counsel for the Liquidator that the affairs of the Company have been completely wound up and all the available assets, as per list of assets, as on the liquidation commencement date have been liquidated in compliance with the applicable legal provisions, subject to the assets unrealisable and/or written off as per declaration of the Directors. 22. In compliance with the Regulation 38(3) of the Voluntary Liquidation Process Regulations, 2017, af ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... will be able to pay its debts in full from the proceeds of assets to be sold in the voluntary liquidation; and ii) The company is not being liquidated to defraud any person; b) The declaration under sub-clause (a) shall be accompanied with the following documents, namely: i) Audited financial statements and record of business operations of the company for the previous two years or for the period since its incorporation, whichever is later; ii) A report of the valuation of the assets of the company, if any, prepared by a registered valuer; (c) within four weeks of a declaration under sub-clause 9(a) there shall be- i) A special resolution of the members of the company in a general meeting requiring the company to be liquidated voluntarily and appointing an insolvency professional to act as the liquidator; or ii) A resolution of the members of the company in a general meeting requiring the company to be liquidated voluntarily as a result of expiry of the period of its duration, if any, fixed by its articles or on the occurrence of any event in respect of which the articles provide that the company shall be dissolved, as the case may be and appointi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... al and the concerned Income-tax Authorities for their reply within 30 days from the date of service. The service was effected but there is no response filed by either of the Departments, that would lead us to presume that there is no such objection of these authorities. 32. We have gone through all the documents/annexures placed on record by the Liquidator on behalf of the Company and after looking into the same, we are fully satisfied that the requirement of the provisions of Section 59, read with the relevant rules, have been satisfied by the Liquidator. Since there is no liability on the Company and no fraud has been found against it, either by the Auditors in their report or by the Liquidator, particularly, in the absence of any response from the Registrar of Companies, West Bengal and the Official Liquidator, we order dissolution of the Company, Bakreshwar Ispat Private Limited, as prayed for, upon the following: ORDER i) The Company, Bakreshwar Ispat Private Limited, stands dissolved under Section 59(8) of the Insolvency and Bankruptcy Code, 2016, from the date of the Order. ii) Registry is directed to communicate the Order under Section 59(9) of the Insolven ..... X X X X Extracts X X X X X X X X Extracts X X X X
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