9911796707
TMI Blog2022 (7) TMI 1280X X X X Extracts X X X X X X X X Extracts X X X X ..... PIN: AAH-3210 and its registered office is situated at 4th Floor, 405, Global Foyer Building, Golf Course Road, Sector-43, Gurgaon - 122002, Haryana. 2.2 It is stated that the object of the LLP was to carry on the business activities in connection with personal computer online games and mobile games publishing and other ancillary and incidental business or any other business as may be decided by the majority of partners. Copy of LLP Agreement and extract of Master Data (Annexure-I). Copy of Partner's Resolution (Annexure-IV). 2.3 On perusal of the record, it is found that the applicant LLP has complied with Section 59(3) of the Code, by filing declaration signed by the Partners stating, inter alia, that full enquiry into the affairs of the LLP has been done and the LLP has no debts and if so claimed during the liquidation process, the LLP 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 partners of the applicant LLP have also submitted the Declaration of Solvency by way of affidavits dated 03.01.2020 (Annexure-II) deposing therein that the LLP is not being liquidated to defraud any person. Cer ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s averred that the liquidator informed the Income Tax Department informing about the voluntary liquidation of the LLP as well as his appointment as liquidator of the LLP. The copy of No Objection Certificate from the Income Tax Department is annexed with petition as Annexure-VIII & IX. 2.10 In compliance of Regulations 34 of the Insolvency and Bankruptcy Code Board of India (Voluntary Liquidation Process) Regulations, 2017, the liquidator opened a bank account in the name of the 'Zepetto India LLP - In Voluntary Liquidation, with Shinhan Bank, South Extension Part-2, New Delhi for realization of money and payment to the members. 2.11 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 partners from the aforesaid liquidation account. 2.12 The applicant liquidator has further informed that having made necessary payment to the Members of the LLP, the liquidator has closed down the liquidation account an ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 (c) 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 creditors, as the case may be. 5. Subject to approval of the creditors under sub-section (3 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... for an order from this Tribunal to dissolve the applicant LLP. 8. Since there is no objection received from any quarter and angle opposing the proposed voluntary liquidation/dissolution of the LLP either from the side of the partners 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 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 14.12.2021. In compliance of the above order, RoC filed its report vide Diary No.00254/01 dated 15.02.2022, whereby it has stated that no inquiry/inspection/complaint/legal action has been proceeded/pending against the subject LLP. Pursuant to the abovesaid report, nothing adverse has been found against the applicant LLP. 10. Apart, as per record of the present case, it is seen tha ..... X X X X Extracts X X X X X X X X Extracts X X X X
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