Company's Voluntary Liquidation: Confirmation, Duties of Liquidator, Discharge, and Compliance

The Tribunal confirmed the voluntary winding up and dissolution of the Company, appointing Mr. Vishal Rai as Liquidator. All procedural requirements under the Insolvency and Bankruptcy Code and IBBI Regulations were met. The Liquidator discharged his duties diligently, settling claims and statutory dues, managing records, and distributing proceeds. The Tribunal discharged the Liquidator and allowed disposal of records, registers, and books, except those required to be preserved. The Company complied with all regulatory requirements, leading to the successful voluntary liquidation and dissolution.

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Issues Involved:

1. Confirmation of the winding up of the Company and its dissolution.
2. Disposal of records, registers, and books of account.
3. Discharge of the Liquidator's powers and duties.
4. Compliance with procedural requirements under the Insolvency and Bankruptcy Code (IBC), 2016 and IBBI (Voluntary Liquidation Process) Regulations, 2017.

Issue-wise Detailed Analysis:

1. Confirmation of the Winding Up of the Company and its Dissolution:

The Company, incorporated on 23.04.1997, had suspended its manufacturing operations for a long time. The shareholders recommended winding up due to no foreseeable business prospects. The Board of Directors passed resolutions on 22.07.2017, noting the Declaration of Solvency, and recommended voluntary liquidation. The shareholders approved the dissolution and appointed Mr. Vishal Rai as the Liquidator on 31.07.2017. The Tribunal confirmed the winding up and dissolved the Company with immediate effect, as all conditions and procedural requirements under Section 59 of the IBC, 2016 and Regulation 3 of IBBI (Voluntary Liquidation Process) Regulations, 2017 were complied with.

2. Disposal of Records, Registers, and Books of Account:

The Liquidator undertook several actions post-liquidation commencement, including public announcements, notifying stakeholders, and engaging professionals for assistance. All claims were addressed, and statutory dues were confirmed to be settled. The Liquidator maintained proper records and ensured compliance with regulatory requirements. The Tribunal allowed the disposal of records, registers, and books of account, except those expressly required to be preserved under the regulations.

3. Discharge of the Liquidator's Powers and Duties:

The Liquidator, Mr. Vishal Rai, performed duties such as making public announcements, submitting preliminary and final reports, and managing the liquidation account. He ensured that no claims from stakeholders were pending and that all statutory dues were settled. The Liquidator also managed the distribution of liquidation proceeds and obtained necessary NOCs for remittance to foreign shareholders. The Tribunal discharged the Liquidator from his duties, recognizing his compliance with all procedural requirements.

4. Compliance with Procedural Requirements under IBC, 2016 and IBBI (Voluntary Liquidation Process) Regulations, 2017:

The Company followed all procedural requirements, including:
- Obtaining a declaration from the majority of directors verified by an affidavit.
- Submitting audited financial statements and a valuation report.
- Passing a special resolution for voluntary liquidation and appointing the Liquidator.
- Notifying the Registrar of Companies and the Board about the resolution.
- Publishing public announcements and submitting necessary reports to regulatory authorities.

The Tribunal noted that all procedural requirements were met, and the Liquidator complied with the conditions specified under Section 59 of the IBC, 2016.

Conclusion:

The Tribunal allowed the petition for voluntary liquidation and dissolution of the Company, directing the Registry to forward a copy of the order to the Registrar of Companies, Karnataka, Bangalore, and the Liquidator to notify all relevant authorities and publish a notification in local newspapers about the dissolution.

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