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2024 Supreme(Online)(NCLT) 1253
NATIONAL COMPANY LAW TRIBUNAL
Shammi Khan, J, Sameer Kakar, T
WELSPUN NATURAL RESOURCES PRIVATELIMITED VS
C.P. (IB)/225(AHM)2023
For the Applicant: Mr. Saurabh Soparkar, Ms. Dharmishta Raval
For the Respondent:
Voluntary liquidation of a corporate person is validated upon meeting the procedural requirements of the Insolvency and Bankruptcy Code.
Headnote:(A) Insolvency and Bankruptcy Code, 2016 - Section 59(7) - Voluntary liquidation of corporate person - Petition approved for dissolution of Welspun Natural Resources Private Limited, pursuant to declaration of solvency by directors and subsequent completion of liquidation process - Liquidator discharged from duties. (Paras 1, 36)
(B) Corporate person has undergone voluntary liquidation process and all procedures as per IBC were adhered to, including submission of declarations and reports. (Paras 2-26)
Facts of the case:
The corporate person, Welspun Natural Resources Private Limited, sought dissolution under Section 59(7) of IBC, having completed the voluntary liquidation process and resolved by all directors affirming solvency.
Findings of Court:
The liquidation has been completed satisfactorily, and the corporate person is ordered to dissolve.
Issues: The court examined compliance with the IBC and the voluntary liquidation process and affirmed the completion of all requirements.
Ratio Decidendi: The court affirmed that the procedures for voluntary liquidation were properly executed, and consequently, dissolution of the corporate entity was warranted according to Section 59(8) of the IBC.
Result: The corporate person is dissolved as per the order.
| Table of Content |
|---|
| 1. corporate petition for voluntary liquidation. (Para 1 , 2) |
| 2. company incorporated for infrastructure and liquidation purpose. (Para 3 , 4 , 5) |
| 3. declaration of solvency submitted to registrar. (Para 6 , 7 , 8) |
| 4. assets distributed among stakeholders after creditors' consent. (Para 9 , 10 , 18) |
| 5. court affirms completion of liquidation process. (Para 36) |
ORDER
[Per: Bench]
1. The present Company Petition is filed by Corporate Person, M/s. Welspun Natural Resources Private Limited bearing CIN: U11201GJ2006PTC064142 through its Liquidator Mr. Dilipkumar Natvarlal Jagad, Insolvency Professional, holding registration No: IBBI/IPA-001/IP- P00233/2017- 2018/10462 in relation to the voluntary liquidation of, under Section 59 (7) of the Insolvency and Bankruptcy Code, 2016 (hereinafter referred to as “IBC, 2016”), seeking dissolution of the Company.
2. The Applicant has prayed from this Tribunal following reliefs:
(i) This Hon‟ble Tribunal may be pleased to allow the present petition under section 59(7) of the Insolvency and Bankruptcy Code, 2016 ;
(ii) The Hon‟ble Tribunal may be pleased to pass appropriate orders under Section 59 (7) of the Insolvency and Bankruptcy Code, 2016 read with Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 and other applicable provisions permitting dissolution of Welspun Natural Resources Private Limited; and
(iii) To pass such order or further order(s) with this Hon‟ble Tribunal may deem fit, proper and just under the circumstances of the case.
3. It is stated that CIN of „M/s. Welspun Natural Resources Private Limited‟ is U11201GJ2006PTC064142. The company was originally incorporated on 07.09.2006 under the provisions of the Companies Act, 1956 on issuance of certificate of incorporation by the Assistant Registrar of Companies, Maharashtra. It is stated that subsequent to issue of Certificate of Registration of Company Law Board order dated 22.02.2011, for change of State, the Registered office was changed from the State of Maharashtra to the State of Gujarat.
4. It is submitted that M/s. Welspun Natural Resources Private Limited was incorporated with a purpose business of infrastructure development and exploration of Oil and Gas etc. as mentioned in the Memorandum of Association annexed as Annexure-A3 at page no.28 of the application.
5. It is submitted that the Board of Directors of the Company, by considering that the Corporate Person did not have any significant business/ operations, it was intended to liquidate the Corporate Person through voluntary liquidation process under the Insolvency and Bankruptcy Code, 2016 , read with Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017.
6. As submitted accordingly, under the provisions of Section 59 (3) of the IBC, 2016 read with Voluntary Liquidation Process Regulations, Mr. Lalit Jain, Mr. Anil Kumar Birla and Mr. Yogen Babulal Lal, being all the directors or the Corporate Persons made a declaration of solvency on 18.01.2023 stating inter-alia that they have conducted full inquiry into the affairs of the Corporate Person and the Corporate Person will be able to pay the debts and that no debts are being paid to the defraud the creditors or the Government. A copy of the declaration of solvency along with audited financial statements for the year ended on 31.03.2021 and 31.03.2022, certified financial statements drawn up to 18.01.2023 and a report on valuation of the assets of the Corporate Person dated 18.01.2023 is annexed as Annexure-C to the present application.
7. As submitted, the above declaration of solvency along with accompanying documents was filed with Registrar of Companies in Form GNL-2 vide SRN AA1355587 on 10.02.2023. It is stated that the Form GNL-2 was approved and taken on record by the Registrar of Companies, Ahmedabad. A copy of form GNL-2 along with paid challan is annexed as Annexure-D to the present application.
8. It is submitted that Applica
