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2024 Supreme(Online)(NCLT) 282
NATIONAL COMPANY LAW TRIBUNAL
K. Biswal, Manoj Kumar Dubey, JJ
VAG EXPORTS PRIVATE LIMITED through its Liquidator Vinod Sunder Raman – Appellant
Versus
REGISTRAR OF COMPANIES KARNATAKA – Respondent
C.P. (IB) - 109/2023
For the Petitioner:VINOD SUNDER RAMAN
The court affirmed that a company can be dissolved under the Insolvency and Bankruptcy Code, 2016, upon completion of the voluntary liquidation process and fulfillment of statutory requirements.
Headnote:(A) Insolvency and Bankruptcy Code, 2016 - Section 59(7) and 59(8) - Voluntary liquidation - Application for dissolution of VAG Exports Pvt. Ltd. filed by the Liquidator - Company has completed liquidation process and assets have been liquidated - No objections received from stakeholders - Court orders dissolution of the Company. (Paras 1, 4, 6)
(B) Voluntary Liquidation Process - The process requires a Declaration of Solvency and compliance with relevant regulations - The Liquidator must ensure all debts are settled and stakeholders are informed. (Paras 2, 3)
Facts of the case:
The Applicant Company was incorporated in 1993 and decided to wind up operations due to the promoters' old age. A Special Resolution for voluntary liquidation was passed, and the Liquidator was appointed. The liquidation process was conducted in accordance with the IBC, 2016, and all necessary reports and announcements were made. (Paras 1, 2)
Findings of Court:
The court found that the liquidation process was duly followed, and the affairs of the Company were completely wound up, justifying the dissolution. (Paras 4)
Issues: The main issue was whether the Company had fulfilled all requirements for voluntary liquidation and dissolution under the IBC, 2016. (Paras 4)
Ratio Decidendi: The court held that the Company had complied with all statutory requirements for voluntary liquidation and that the Liquidator had properly executed his duties, warranting the dissolution of the Company. (Paras 4)
Result: The Company Petition bearing C.P.(IB)No.109/BB/2023 stands allowed.
Per: K. Biswal, Member (Judicial)
1. The instant Company Application has been filed by the Applicant, namely Mr. Vinod Sunder Raman, Liquidator of VAG Exports Pvt. Ltd. (hereinafter referred to as the Applicant Company) on 27.06.2023 under sub-section (7) of Section 59 of the Insolvency and Bankruptcy Code, 2016 , (hereinafter referred to as the IBC, 2016) for dissolution of the Applicant Company, with effect from the date of order by this Adjudicating Authority and that the Liquidator shall stand discharged of all his rights and duties with effect from that date.
2. The averments made in the Petition are as follows: C.P.(IB).No.109/BB/2023 (a) the Applicant Company was incorporated on 03.03.1993 under the provisions of the Companies Act, 1956, bearing CIN:U01711KA1993PTC014064 having its Registered Office at No.222/14, Gokaldas Chambers, 3rd Floor, 5th Main Road, Sadashivnagar, Bellary Road, Bengaluru – 560080. Authorized Share Capital of the Applicant Company is Rs.20,00,000/- divided into 20,000 equity shares of Rs.100/-each. The Issued, subscribed, called-up and paid-up capital as on the liquidation commencement date is Rs.6,17,400/- divided into 6,174 equity share of Rs.100/- each. The main objects of the Company is engaged in the business of designing, developing, produce, manufacture, buy, sell, import, export, alter or otherwise deal in readymade garments of cotton, polyester, silk, leather, fur and any other type of fabrics, etc.
- (b) The promoters of the Company are facing difficulties with the Company's business affairs due to their old age and are considering withdrawing the property of the Company. The Board of Directors of the Company at its meeting held on 20.10.2022, decided to windup its operations of the Company and suggested initiation of Voluntary Liquidation of the Company. At the said meeting, the Board of Directors of the Company authorized the directors of the Company to execute the Declaration of Solvency under Section 59 (3) (a) of the IBC, 2016. Further, the Directors have filed Declaration of Solvency dated 09.11.2022, stating that they have made full enquiry into the affairs of the Company and the Company will be able to pay its debts in full, from the proceeds of assets to be sold under Voluntary Liquidation and they have formed the opinion based on the un-
- audited financial statements of the Company as on date and statement of Assets and Liabilities of the Applicant Company as on the date annexed along with a report of the valuation of the assets of the Company, prepared by the registered valuer. Further, it is declared that the Company is not being liquidated under the provisions of the IBC, 2016 to defraud any person and also the Company has not committed any default.
- (c) The Company in its Extraordinary General Meeting held on 10.11.2022 passed a Special Resolution to liquidate the Company voluntarily, and appointed Mr. Vinod Sunder Raman, IP, to act as Liquidator of the C.P.(IB).No.109/BB/2023 Company. The copy of the same is attached to the Petition marked as Annexure -11.
- (d) The Audited Financial Statements of the Company as on 31.03.2021 & 31.03.2022 along with Auditor’s Report has been filed. The copy of the same is attached to the Petition marked as Annexure - 7.
- (e) The commencement of liquidation and appointment of liquidator is intimated to the RoC in form MGT-14 on 14.11.2022 and GNL-2 (for submissions of documents) on 16.11.2022. The Public Announcement was simultaneously submitted to IBBI to place the same on its website on 14.11.2022.
- (f) It is submitted that as per Regulation 14 of the IBBI (Voluntary Liquidation Process) Regulations, 2017 the Liquidator made a Public Announcement of commencement of liquidation in Form A, in ‘Economic Times’, English Newspaper and ‘Vijayavani’, Kannada Newspaper on
14.11.2022, seeking submission of the claim by Stakeholders on or before 10.12.2022. The copy of the same is attached to the Petition marked as Annexure -18.
(g) It is further submitted tha
