Petition Granted for Dissolution of Zepetto India LLP under Insolvency Code

The Tribunal allowed the Petition seeking dissolution of Zepetto India LLP under Section 59 of the Insolvency and Bankruptcy Code, 2016. The partners' voluntary liquidation decision was deemed valid, with the liquidator fulfilling all duties diligently. No objections or adverse claims were raised, leading to the Tribunal ordering the dissolution of the LLP effective from 27.07.2022. The liquidator was instructed to notify relevant authorities within 14 days, and the petition was disposed of accordingly.

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Issues Involved:
1. Compliance with Section 59 of the Insolvency and Bankruptcy Code, 2016.
2. Appointment and actions of the liquidator.
3. Notification and public announcement of liquidation.
4. Submission of reports and finalization of accounts.
5. No objections or adverse claims against liquidation.
6. Dissolution order and communication to relevant authorities.

Issue-wise Detailed Analysis:

1. Compliance with Section 59 of the Insolvency and Bankruptcy Code, 2016:
The Applicant LLP, Zepetto India LLP, filed the petition under Section 59 of the Insolvency and Bankruptcy Code, 2016, seeking dissolution. The LLP was incorporated on 05.09.2016, and the partners declared that the LLP had no debts and was solvent. The partners passed a special resolution for voluntary liquidation and appointed Mr. Rajeev Bhambri as the liquidator. The liquidator published a public announcement and notified the Registrar of Companies and the Insolvency and Bankruptcy Board of India (IBBI) as required.

2. Appointment and Actions of the Liquidator:
Mr. Rajeev Bhambri was appointed as the liquidator per the partners' resolution. He performed his duties by publishing the public announcement, notifying the Registrar of Companies, and submitting a Preliminary Report. The liquidator confirmed that no claims were received during the liquidation process, and the LLP had no creditors at the commencement of liquidation.

3. Notification and Public Announcement of Liquidation:
The liquidator published the public announcement in "Financial Express" (English) and "Jansatta" (Hindi) on 15.01.2020 and 16.01.2020, respectively. The announcement invited claims from stakeholders within 30 days. Copies of the announcement were sent to IBBI and uploaded on its website. The Registrar of Companies was also notified about the liquidation and appointment of the liquidator.

4. Submission of Reports and Finalization of Accounts:
The liquidator submitted a Preliminary Report on 26.02.2020 and a Final Report to the Registrar of Companies and IBBI on 19.01.2020. He opened a liquidation bank account with Shinhan Bank, New Delhi, for realizing money and making payments to the members. The proceeds from the realization of assets were distributed to the partners, and the liquidation account was closed.

5. No Objections or Adverse Claims Against Liquidation:
No objections or adverse claims were received from any stakeholders, partners, or the public. The Registrar of Companies, NCT of Delhi & Haryana, confirmed that no inquiry, inspection, complaint, or legal action was pending against the LLP. The liquidator complied with all statutory provisions and completed the liquidation process without any adverse comments.

6. Dissolution Order and Communication to Relevant Authorities:
The Tribunal found that the partners had taken a conscious decision to liquidate the LLP due to the lack of business opportunities. The liquidator performed his duties diligently, and no objections were received. Consequently, the Tribunal ordered the dissolution of Zepetto India LLP effective from 27.07.2022. The liquidator was directed to communicate the order to the Registrar of Companies, NCT of Delhi & Haryana, IBBI, and other statutory authorities within 14 days.

Conclusion:
The present Petition was allowed, and the Tribunal ordered the dissolution of Zepetto India LLP. The liquidator was directed to communicate the order to the relevant authorities, and the Registry was instructed to send copies of the order to the Registrar of Companies and IBBI. The petition stands disposed of.

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