2019 (7) TMI 978

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....g its Registered Office at Second Floor, Room No. B1/462, Siddharth Bungalows, Sama Savli Road, Vadodara 390 022. ii) The business activity of the Applicant Company was relating to import, distribute, deal, design, market, export, buy, sell, process, research, assemble, dismantle, formulate, convert, develop electrical wiring and related other products, spare parts and to act as stockist, traders, distributors, whole sellers, agents, brokers. iii) The Authorized Share Capital of the Applicant Company is Rs. 2,00,00,000/- divided into 20,00,000 Equity shares of Rs. 10/- each. The issued, subscribed end paid-up share capital of the Company is Rs. 1,98,62,600/- consisting of 19,86,260 Equity Share of Rs. 10/- each. iv) The Memorandum and Articles of Association is marked as Annexures B1 & B2 in the main petition (from page Nos. 15-47). v) The details of the Directors of the Applicant Company under liquidation are described as under: Name DIN Designation IYU CHEN 07382766 Director CHUN HSIUNG HSIAO 07533648 Director HSIN FALI 08007699 Additional Director vi) Learned PCS for the applicant has submitted that....

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....ujarati Newspaper on 10th April, 2018, inviting claims of stakeholders, if any, to be submitted within 30 days from the date of commencement of liquidation, i.e., 7th May, 2018. A copy of the Public announcement was simultaneously sent to the Insolvency and Bankruptcy Board of India (IBBI) with request to place it on its website. Hence, the same was also published in the website of IBBI. It is further stated that upon the commencement of liquidation, to liquidate the Company Voluntarily and appointment of liquidator was duly informed to the Registrar of Companies, Gujarat, in Form MGT-14 and Form GNL-2, which are also annexed with the present petition. The MGT-14 and Form GNL-2 filed with the Registrar of Companies, Gujarat, has been approved and taken on record. ix) It is further informed that the liquidator also opened a bank account in the name of "China Steel Machinery Corporation Private Limited in Voluntary Liquidation" with Axis Bank, Gotri Branch, Baroda for realization and payment to the members as per the statutory requirement of regulations. Further, the Liquidator has submitted its preliminary report to the Corporate Person on 4th May, 2018, which is annexed wi....

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....eedings under the provisions of this Chapter. (2) The voluntary liquidation of a corporate person under sub-section. (3) shall meet such conditions and procedural requirements as may be specified by the Board. (4) Without prejudice to sub-section (2), voluntary liquidation proceedings of a corporate person registered as a company shall meet the following conditions, namely:- (a) a declaration from majority of the directors of the company verified by an affidavit stating that- (i) they have made a full inquiry into the affairs of the company and they have formed an opinion that either the company has no debt or that it will be able to pay its debts in full from the proceeds of assets to be sold in the voluntary liquidation; and (ii) the company is not being liquidated to defraud any person; (b) the declaration under sub-clause (a) shall be accompanied with the following documents, namely:- (i) audited financial statements and record of business operations of the company for the previous two years or for the period since its incorporation, whichever is later; (ii) a report of the valuation of the assets ....

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....al available on record, goes on to show that the Board of Directors of the Company has taken a conscious decision to close down the company due to non-availability of business prospects and non-availability of long-term financial resources, thus, as per them, it would not be a wise decision to carry on the business activities of the company from the economic point of view. Therefore, Company's Board of Directors proposed to liquidate the company voluntarily by invoking the provisions of Section 59 of the IBC. 6. It is also made clear through the present petition that the Applicant Company is having no creditors, i.e. either secured creditors or unsecured creditors. Thus the company was having its own resources and net worth, which are already distributed/apportioned of among its shareholders. The company has duly passed necessary Special Resolution in its Extra Ordinary General Meeting (EOGM) on 7.04.2018 by confirming the decision of its Board of Directors by proposing its Voluntary Liquidation. The EOGM further passed Resolution to appoint a Liquidator for such purposes. Thus, it appointed Shri. Keyur J. Shah, the Insolvency Professional as Liquidator. 7. As per the materia....