Company granted voluntary liquidation & dissolution under Insolvency & Bankruptcy Code

The tribunal allowed the application for voluntary liquidation and dissolution of the company, Serco Integrated Transport Private Limited, under Section 59 of the Insolvency and Bankruptcy Code, 2016. The company had complied with all statutory requirements, including appointing a liquidator, distributing assets, submitting final reports, and notifying regulatory authorities. No objections were raised, and the tribunal ordered the company's dissolution, effective from the date of the order. The petition was granted, and the company was directed to communicate the dissolution to the Registrar of Companies and the Insolvency and Bankruptcy Board of India.

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Issues Involved:
1. Compliance with Section 59 of the Insolvency and Bankruptcy Code, 2016.
2. Declaration of Solvency.
3. Appointment of Liquidator.
4. Public Announcement and Stakeholder Claims.
5. Notifications to Registrar of Companies and Insolvency and Bankruptcy Board of India.
6. Distribution of Assets and Closure of Liquidation Account.
7. Final Report Submission.
8. No Objections from Stakeholders or Regulatory Authorities.
9. Order for Dissolution of the Company.

Issue-wise Detailed Analysis:

1. Compliance with Section 59 of the Insolvency and Bankruptcy Code, 2016:
The petition was filed under Section 59 of the Insolvency and Bankruptcy Code, 2016, seeking the dissolution of the applicant company, Serco Integrated Transport Private Limited. The tribunal noted that the company intended to liquidate itself voluntarily and had not committed any default, thus meeting the conditions and procedural requirements specified by the Board.

2. Declaration of Solvency:
The applicant company complied with Section 59(3)(a) by filing a declaration signed by the Board of Directors. The declaration stated that a full inquiry into the affairs of the company had been conducted, and the company had no debts or could pay its debts in full from the proceeds of the assets to be sold in liquidation. The directors also submitted the Declaration of Solvency by way of affidavits, affirming that the company was not being liquidated to defraud any person.

3. Appointment of Liquidator:
The Board of Directors convened an Extra Ordinary General Meeting on 27.07.2018, passing a special resolution to voluntarily liquidate the company and appoint Ms. Monika Kohli, an Insolvency Professional, as the Liquidator. This appointment complied with Section 59(3)(c) of the Code.

4. Public Announcement and Stakeholder Claims:
The liquidator published a public announcement inviting claims from stakeholders within 30 days from the commencement of liquidation. No claims were received from any creditors, as the two creditors appearing as of 30.06.2018 had been paid before the liquidation commencement date.

5. Notifications to Registrar of Companies and Insolvency and Bankruptcy Board of India:
The company notified the Registrar of Companies and the Insolvency and Bankruptcy Board of India about the voluntary liquidation and the appointment of the liquidator. The notifications were made in Form MGT-14 and Form GNL-2, which were approved and taken into record by the Registrar of Companies.

6. Distribution of Assets and Closure of Liquidation Account:
The liquidator opened a bank account for the realization of money and payment to the members. The proceeds from the realization of assets were distributed to the stakeholders, and the liquidation account was subsequently closed. Evidence of the closure of the account was provided.

7. Final Report Submission:
The liquidator prepared and submitted a final report to the Registrar of Companies and the Insolvency and Bankruptcy Board of India, complying with Regulation 38 of the IBBI (Voluntary Liquidation Process) Regulations, 2017.

8. No Objections from Stakeholders or Regulatory Authorities:
No objections were received from shareholders, creditors, or the public against the proposed voluntary liquidation and dissolution. The Registrar of Companies confirmed that no inquiry, inspection, complaint, or legal action was pending against the company.

9. Order for Dissolution of the Company:
The tribunal, after considering the facts and circumstances, allowed the application for the proposed liquidation and dissolution of the company. The tribunal ordered that the company stands dissolved with effect from the date of the order, 13.09.2022. The liquidator was directed to communicate the order to the Registrar of Companies and the Insolvency and Bankruptcy Board of India within 14 days.

Conclusion:
The tribunal concluded that the company had met all statutory requirements for voluntary liquidation and dissolution under Section 59 of the Insolvency and Bankruptcy Code, 2016. Consequently, the company was ordered to be dissolved, and the petition was allowed and disposed of.

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