Dissolution Order Granted for Nefa Road Carrier Pvt Ltd under Insolvency Code

The Tribunal ordered the dissolution of Nefa Road Carrier Private Limited under Section 59(7) of the Insolvency and Bankruptcy Code, 2016. The company complied with voluntary liquidation regulations, had no pending litigations, and the Liquidator's actions were deemed satisfactory. The company's financial and operational status justified dissolution, with no creditors and completion of the liquidation process. The order for dissolution was effective from 16.09.2022, with the Liquidator instructed to notify relevant authorities within fourteen days. The application for dissolution was granted, and the company was dissolved.

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Issues Involved:
1. Application for Dissolution under Section 59(7) of the Insolvency and Bankruptcy Code, 2016.
2. Compliance with the Voluntary Liquidation Process Regulations, 2017.
3. Financial and operational status of the company.
4. Appointment and actions of the Liquidator.
5. Pending litigations and compliance with statutory requirements.

Detailed Analysis:

Issue 1: Application for Dissolution under Section 59(7) of the Insolvency and Bankruptcy Code, 2016
The Petitioner filed an application under Section 59(7) of the Insolvency and Bankruptcy Code, 2016, seeking the dissolution of Nefa Road Carrier Private Limited. The Tribunal was requested to order the dissolution of the company and direct the Registrar of Companies (ROC) to change the status of the Corporate Person from under liquidation to dissolved.

Issue 2: Compliance with the Voluntary Liquidation Process Regulations, 2017
The company complied with the necessary regulations for voluntary liquidation:
- The Board of Directors decided to voluntarily liquidate the company due to the lack of business prospects and financial resources.
- A Declaration of Solvency was furnished, stating that the company had no debts and was not being liquidated to defraud any person.
- The special resolution for voluntary liquidation was passed in the Extra-Ordinary General Meeting (EOGM) on 17.01.2022.
- The Liquidator made public announcements and invited claims from stakeholders.
- The final report was submitted to the Insolvency and Bankruptcy Board of India (IBBI) and ROC, confirming the completion of the liquidation process and distribution of proceeds among shareholders.

Issue 3: Financial and Operational Status of the Company
The company was incorporated on 8th November 2011 with an authorized share capital of Rs. 10,25,00,000 and paid-up share capital of Rs. 10,01,00,000. The company had ceased significant business operations for several years and had no intention of continuing business in the future. The liquidation process was initiated to realize the company's assets and distribute the proceeds to stakeholders.

Issue 4: Appointment and Actions of the Liquidator
Mr. Amit Pareek was appointed as the Liquidator. His actions included:
- Making public announcements and inviting claims.
- Selling the company's investment in TNE AAC PRIVATE LIMITED.
- Preparing and submitting the preliminary and final reports.
- Distributing the proceeds among shareholders.
- Closing the company's bank accounts and obtaining closure certificates.
- Ensuring compliance with statutory requirements, including communication with the ROC and IBBI.

Issue 5: Pending Litigations and Compliance with Statutory Requirements
The ROC issued a show-cause notice for non-compliance with Section 203 of the Companies Act, 2013. The company appointed a whole-time Company Secretary and filed for compounding of the offense, which was approved by the Regional Director. The pending case before the Chief Judicial Magistrate, Shillong, was withdrawn by the ROC, confirming no outstanding litigations against the company.

Conclusion:
The Tribunal concluded that the company had no creditors, complied with the necessary liquidation process, and had no pending litigations affecting its financial position. The dissolution of the company was ordered with effect from 16.09.2022. The Liquidator was directed to communicate the order to the ROC, IBBI, and other statutory authorities within fourteen days. The Registry was also directed to communicate the order to the concerned authorities. The application was allowed, and the company was ordered to be dissolved.

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