# In the matter of Roger Trading Enterprises Pvt. Ltd. CP (IB) No. 210-NCLT-AHM-2020

> NCLT judgment dated 2020-08-06. Citation: TCN-2020-NCLT-00895. The case pertains to a Company Petition filed under Section 59 of the Insolvency and Bankruptcy…

- **Court:** NCLT
- **Order date:** 6 Aug 2020
- **Citation:** TCN-2020-NCLT-00895
- **Category:** IBC
- **Source page:** https://caseease.in/cases/ibc/nclt-chandigarh/roger-trading-enterprises-pvt-ltd-cp-ib-no-210-nclt-ahm-2020-03b56129

## Summary

### Background

The case pertains to a Company Petition filed under Section 59 of the Insolvency and Bankruptcy Code (IBC) read with Regulation 38 of the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017. The applicant, Roger Trading Enterprises Pvt. Ltd., sought an order for dissolution of the company through voluntary liquidation. The company had ceased business activities for approximately 10 years, earning profits only from investments and asset sales. The directors decided to close the company due to the age group of the directors and their intention not to continue the business. The company complied with the statutory requirements, including declarations of solvency, special resolutions, and public announcements.

## Facts

Roger Trading Enterprises Pvt. Ltd. filed a petition for voluntary liquidation under Section 59 of the IBC. The company had been inactive for about 10 years, generating income only from investments and asset sales. The directors, due to their age and lack of interest in continuing the business, decided to liquidate the company. The company passed a special resolution in its Extra Ordinary General Meeting (EOGM) held on April 9, 2018, to liquidate the company. Mr. Vinodkumar Surendralal Shah was appointed as the liquidator. The company made declarations of solvency and informed relevant authorities, including the Registrar of Companies, the Income Tax Department, and the IBBI. Public announcements were made to invite claims from stakeholders. The liquidator opened a

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## Issues and analysis

### Issue 1: Whether the company's decision to undergo voluntary liquidation is justified under Section 59 of …

**Ratio:** Section 59 of the IBC allows a corporate person to initiate voluntary liquidation if it

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**Reasoning:** The company had ceased business activities for approximately 10 years and was earning

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**Interpretation:** Section 59 of the IBC provides a mechanism for companies that are no longer

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**Application:** In this case, the company met the conditions under Section 59 of the IBC, as it

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## Parties

- **Judges:** Manorama…; Chockalingam…
- **Appellants:** Vinodkumar…
- **Respondents:** Roger Trading…; The Registrar of…
- **Advocates:** Vinodkumar…

## Timeline

- **1985-01-08 — Incorporation of the…**: Roger Trading Enterprises Pvt. Ltd. was…
- **2018-04-09 — Extra Ordinary General…**: The company passed a special resolution…

## Legal provisions

- [Insolvency and Bankruptcy Code, 2016, Section 59 — Voluntary liquidation of corporate persons](https://caseease.in/legal-provisions/insolvency-and-bankruptcy-code-2016/section-59)

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