R. Varadharajan, Member - (1.) This is a Petition which has been preferred by the liquidator namely M/s. TKJ Marketing Group Private Ltd. under Section 484 of the Companies Act, 1956 read with Section 59 of the Insolvency and Bankruptcy Code, 2016. The following reliefs are being sought for in relation to the Petition namely: (a) Pass an order that the Petitioner Company shall stand dissolved by the Tribunal therein to make such other order as per the circumstances of the case brought out in the report as this Hon'ble Tribunal may deem fit. (b) Pass such further order or order(s) or issue such direction(s) as this Hon'ble Tribunal may deem fit and proper.
(2.) Brief list of events and dates as furnished by the Petitioner namely liquidator discloses that the above said Company was incorporated on 18.7.1984 and that it was decided by the Board of Directors of the Company to wind up the business and the resolution of the Board was passed on 10.01.2014 pursuant to which a declaration of insolvency was filed on 28.01.2014 and the Petitioner herein above the liquidator was appointed as such on 12.02.2014 by a special resolution for winding up being passed as well as an ordinary resolution appointing him on the same date as the liquidator was also duly passed by the shareholders of the above said Company. Pursuant to the said resolution, it is also seen that the publication in newspapers 'Statesman" in English language and in 'Veer Arjun' in Hindi language both in New Delhi editions was published and that notification of the official gazette was also effected. On 21.02.2014, the appointment of the liquidator was duly conveyed to the Income Tax authorities and that the said notice was also given to the Registrar of Companies on 15.03.2014 in addition to publishing the fact of appointment of the liquidator. After his appointment it is submitted by the liquidator that necessary steps have been taken by him by way of opening a separate bank account in terms of Section 545 of the Companies Act, 1956 and the statement of accounts was also filed by the liquidator in Form 153 statutorily notifying by way of an affidavit in Form 154, both as prescribed under the relevant rules of Companies (Court Rules) ,1959 with the Registrar of Companies and after obtaining 'No Objection' from the Income Tax Department and also complying with other formalities as are required to be complied with by the liquidator including closing of bank account, on 8.5.2017 in the General Meeting of the shareholders of the above said Company in liquidation, it was decided to dissolve pursuant to which on 5.6.2017 a final report has also been filed by the liquidator with Insolvency and Bankruptcy Board of India (IBBI) in addition to the filing of the report with the Registrar of Companies and in view of all these compliances, the Petitioner being the liquidator, has approached this Tribunal under Section 59 of IBC,2016 seeking for the above reliefs.
(3.) In this connection reference to the provisions of Section 59 of IBC,2016 and which is reproduced hereunder discloses as follows: 59. (1) A corporate person who intends to liquidate itself voluntarily and has not committed any default may initiate voluntary liquidation proceedings under the provisions of this Chapter. (2) The voluntary liquidation of a corporate person under subsection (1) shall meet such conditions and procedural requirements as may be specified by the Board. (3) 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 of the company, if any prepared by a registered valuer; (c) within four weeks of a declaration under sub-clause (a) , there shall be' (i) a special resolution of the members of the company in a general meeting requiring the company to be liquidated voluntarily and appointing an insolvency professional to act as the liquidator; or (ii) a resolution of the members of the company in a general meeting requiring the company to be liquidated voluntarily as a result of expiry of the period of its duration, if any, fixed by its articles or on the occurrence of any event in respect of which the articles provide that the company shall be dissolved, as the case may be and appointing an insolvency professional to act as the liquidator: Provided that the company owes any debt to any person, creditors representing two thirds in value of the debt of the company shall approve the resolution passed under sub-clause (c) within seven days of such resolution. (4) The company shall notify the Registrar of Companies and the Board about the resolution under sub-section (3) to liquidate the company within seven days of such resolution or the subsequent approval by the creditors, as the case may be. (5) Subject to approval of the creditors under sub-section (3) , the voluntary liquidation proceedings in respect of a company shall be deemed to have commenced from the date of passing of the resolution under sub-clause (c) of sub-section (3) . (6) The provisions of sections 35 to 53 of Chapter III and Chapter VII shall apply to voluntary liquidation proceedings for corporate persons with such modifications as may be necessary. (7) Where the affairs of the corporate person have been completely wound up, and its assets completely liquidated, the liquidator shall make an application to the Adjudicating Authority for the dissolution of such corporate person. (8) The Adjudicating Authority shall on an application filed by the liquidator under sub-section (7) , pass an order that the corporate debtor shall be dissolved from the date of that order and the corporate debtor shall be dissolved accordingly. (9) A copy of an order under sub-section (8) shall within fourteen days from the date of such order, be forwarded to the authority with which the corporate person is registered.;