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 sub-section (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.