Corporate debtor dissolution under IBC sought via Regulation 45; tribunal found no assets and ordered dissolution.

Application under Regulation 45 of the IBBI Liquidation Process Regulations sought dissolution of a corporate debtor. The tribunal accepted the resolution by the committee of creditors, found that liquidation and valuation had been completed and that there were no assets remaining for disposal by the resolution professional, and concluded the corporate debtor's affairs were fully wound up. Consequently, the tribunal ordered dissolution of the corporate debtor under Section 54(1) of the Insolvency and Bankruptcy Code and relieved the resolution professional of further duties.

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Issues: Whether the application filed by the Resolution Professional under Section 54(1) of the Insolvency and Bankruptcy Code, 2016 read with Regulation 45 of the IBBI (Liquidation Process) Regulations, 2016 for dissolution of the corporate debtor (M/s. Ogene Systems India Limited) should be allowed.

Analysis: The application records that CIRP was admitted and the Resolution Professional was acting pursuant to the Committee of Creditors' resolution to dissolve the corporate debtor due to absence of assets of value (average liquidation value reported as Rs.87,000) and no prospect of revival. Regulation 45 prescribes submission of final report and compliance certificate prior to dissolution; Section 54(1) provides that where assets have been completely liquidated the liquidator shall make an application to the Adjudicating Authority for dissolution. The material on record indicates no assets remain for disposal, valuation reports have been placed before the CoC, and the CoC resolved to seek dissolution to avoid further liquidation costs.

Conclusion: The application for dissolution under Section 54(1) of the Insolvency and Bankruptcy Code, 2016 is allowed and the corporate debtor is ordered to be dissolved; the Resolution Professional is relieved.

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