TMI Blog2022 (6) TMI 1218X X X X Extracts X X X X X X X X Extracts X X X X ..... necessary formalities to complete the liquidation process of the applicant company, which has been averred in the present petition and, thus, the liquidator has prayed for an order from this Tribunal to dissolve the applicant company. Since there is no objection received from any angle opposing the proposed voluntary liquidation/dissolution of the company either from the side of the shareholders or from creditors, nor any adverse comment have been received from the public at large against such liquidation/dissolution, despite there being a public announcement by the liquidator and also updation of the same in the website of the Insolvency and Bankruptcy Board of India (IBBI). It is also evident from the record that the proposed liquidation was duly communicated to the Registrar of Companies, NCT of Delhi Haryana as per Form MGT-14 and Form GNL-2 and the same is also reported to have been approved. Apart, as per record of the present case, it is seen that the company is not found involved in such kind of business activities, which are detrimental to the interest of public at large. Further, it is not the case that the proposed liquidation may affect adversely to its sharehol ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... The issued, subscribed and paid-up share capital of the Company is Rs.1,50,000/- divided into 15,000 Equity shares of Rs.10/- each. 2.4 On a perusal of the records, it is found that the applicant company has complied with Section 59(3) of the Code, by filing declaration signed by the Board of Directors stating, inter alia, that full enquiry into the affairs of the company has been done and the company has no debts and if so claimed during the liquidation process, the company will be able to pay its debts/claims in full, from the proceeds of the assets to be sold in liquidation, within a stipulated period. The directors of the applicant company have also submitted the Declaration of Solvency by way of affidavits dated 14.07.2020 (Annexure-A-6) deposing therein that the company is not being liquidated to defraud any person. Certified true copy of audited financial statements for the last two years have also been annexed in petition (Annexure-A-3) and in compliance affidavit vide Diary No. 02117/7 dated 20.05.2022. 2.5 It is stated that the Board of Directors of the company as per Section 59(3)(c) of the Code, convened an Extra Ordinary General Meeting on 06.08.2020 to pas ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e Tax Department informing about the voluntary liquidation of the company as well as his appointment as liquidator of the company. The certified copy of No Dues Certificate from the Income Tax Department is annexed with petition as Annexure-A-15. 2.11 In compliance of Regulations 34 of the Insolvency and Bankruptcy Code Board of India (Voluntary Liquidation Process) Regulations, 2017, the liquidator intimated the Kotak Mahindra Bank to change of authorized signatory to the liquidator and change in the status of the bank account as Voluntary Liquidation Account (current Account No. 3111637691, IFSC Code: KKBK0000261) for realization of money and payment to the members. 2.12 In compliance of the provisions of Regulation 35 of the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 and Section 53 of the Code, the liquidator distributed the proceeds from the realization of assets (Bank Balance Liquid Assets only) involved in the process of Voluntary Liquidation to the stakeholders from the aforesaid liquidation account. 2.13 The applicant liquidator has further informed that having made necessary payment to the Members of the com ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... luation of the assets of the company, if any prepared by a registered valuer; c. within four weeks of a declaration under sub-clause (a), there shall bei. 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 appointing an insolvency professional to act as the liquidator. Provided that the company owes any debt to any person, creditors representing two-thirds in value of the debt of the company shall approve the resolution passed under sub-clause within seven days of such resolution 4. The company shall notify the Registrar of Companies and the Board about the resolution under sub-section (3) to liquidate the company within seven days of such resolution or the subsequent approval by the c ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... applicant company, which has been averred in the present petition and, thus, the liquidator has prayed for an order from this Tribunal to dissolve the applicant company. 8. Since there is no objection received from any angle opposing the proposed voluntary liquidation/dissolution of the company either from the side of the shareholders or from creditors, nor any adverse comment have been received from the public at large against such liquidation/dissolution, despite there being a public announcement by the liquidator and also updation of the same in the website of the Insolvency and Bankruptcy Board of India (IBBI). It is also evident from the record that the proposed liquidation was duly communicated to the Registrar of Companies, NCT of Delhi Haryana as per Form MGT-14 and Form GNL-2 and the same is also reported to have been approved. 9. Notice was issued to the Registrar of Companies (RoC), NCT of Delhi Haryana, vide order dated 11.08.2021. In compliance of the above order, RoC filed its report vide Diary No.02117/3 dated 08.11.2021, whereby it has stated that no inquiry/inspection/complaint/legal action has been proceeded/pending against the subject company. Pursuant ..... X X X X Extracts X X X X X X X X Extracts X X X X
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