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of <h1>Corporate debtor liquidation completion and permissibility of dissolution after assets realised u/s 53 and regs; debtor dissolved</h1> Dominant issue: whether the corporate debtor's liquidation was complete and dissolution permissible. Reasoning: SC held that assets were realised and ... Taxability of retention money - Impediment in dissolving the corporate debtor - Liquidation process; Closure of liquidation - Compliance with liquidation regulations - HELD THAT:- As affairs of the Corporate Debtor were completely liquidated after realising the assets and distributing the amount to the stakeholders after complying with the provisions of Section 53 of the Code in the order of priority as mandated under the IBC, 2016. The Liquidation Account in terms of regulation 45(1) of the Liquidation Process Regulations and details thereof have been attached along with Bank statement showing “Zero” balance in the Liquidation Account. Liquidator is further directed to serve a copy of this order upon the Registrar of Companies, West Bengal, immediately and, in any case, within fourteen days of receipt of this order. The Registrar of Companies shall take further necessary action upon receipt of a copy of this order. The Successful auction purchaser shall make the requisite filings with the RoC. As seen that all the compliances as required under law in this regard have been made and there is no impediment in dissolving the corporate debtor. We order accordingly. The Liquidator shall stand discharged from his responsibilities, subject to all procedural compliances. Issues: Whether the Special Leave Petition challenging the Adjudicating Authority's order closing the liquidation process of the corporate debtor and taking the Liquidator's final report on record should be considered on merits.Analysis: The Adjudicating Authority recorded that the liquidator conducted the liquidation and related processes in accordance with the Code and the Liquidation Process Regulations, including public announcement, valuation, e-auction sale of the company as a going concern, realization and distribution of sale proceeds in accordance with Section 53, filing of the liquidation account showing zero balance, issuance of sale certificate, and handover of management. The Adjudicating Authority directed service on the Registrar of Companies and discharged the liquidator subject to procedural compliances. A corrigendum clarified that, because the corporate debtor was sold as a going concern, the liquidation process may be closed. Having taken note of those orders and the recorded compliance with the Code and Regulations, the Court found no reason to consider the petition on merits.Conclusion: The Special Leave Petition is disposed of and the Adjudicating Authority's order closing the liquidation process is left undisturbed, resulting in an outcome in favour of the Respondent.
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