Step No.

Title

Particulars

Remarks

1

Convene Board Meeting

1. Appointment of registered valuer.
2. Conduct valuation of assets of the company.
3. Authorization to directors.

2

Valuer conducts valuation and submits report.

3

Convene Board meeting

1. Company is undergoing voluntary liquidation pursuant to section 59 of Insolvency and Bankruptcy Code, 2016.
2. Take note and adoption of valuation report.
3. Affidavits by directors-

1. A full inquiry into the affairs of company has been made and they have made an opinion that the company has no debt or it will be able to pay its full debts from the proceeds of assets sold in voluntary liquidation.
2. The company is not being liquidated to defraud any person.
3. Following documents shall be attached with the declarations-

• Audited Financial Statements of past 2 financial years or since incorporation.
• Board Report as a proof of record of business operations of past 2 financial years or since incorporation.
• Report of valuation of assets of company.

 4. Convene Extra-Ordinary General Meeting

5. Authorize directors to sign documents and undertake deeds necessary for voluntary liquidation.

4

ROC filings

File form MGT 14 to intimate ROC in regard to passing of board resolution for voluntary liquidation.

5

Convene EGM

1. If the company is undergoing voluntary liquidation pursuant to result of expiry of its duration fixed by its articles or on the occurrence of any event in respect of which the articles provide that the company shall be dissolved, pass an ordinary resolution in the EGM for same as well as for appointment of insolvency professional as liquidator.
2. If company is undergoing liquidation voluntarily, pass a special resolution for same as well as for appointment of insolvency professional as liquidator.

Approval of shareholders shall be taken within 4 weeks of board resolution.

6.

Make public announcement

1. Liquidator shall make a public announcement within 5 days of his appointment.
2. The announcement shall be made in such form as specified by IBBI.
3. Purpose of announcement: To invite stakeholders for submission of their claims
4. Mode of announcement:

1. English newspaper and regional language newspaper having wide circulation in the area where registered office of company is situated
2. Website of corporate debtor.
3. Designated website.

1. Stakeholders shall submit their claims within 30 days of public announcement.

7

Convene meeting of creditors.

1. If company owes debts to a person, a meeting of creditors shall be convened.
2. Approval of creditors owing 2/3^rd of total debts shall be taken within 7 days of approval by members.

1. The liquidator shall verify all claims within 30 days from the date on which last claim was received.

2. The liquidator shall prepare list of stakeholders within 45 days of date from which last claim was received. 

8

Preparation of Preliminary report

Preliminary report entailing following details shall be prepared by liquidator and submitted to company-

1. Capital structure

2. Estimates of assets and liabilities as on liquidation commencement date.

Preliminary report shall be submitted within 45 days of liquidation commencement date.

9

ROC/IBBI filings

1. File form MGT-14 to intimate ROC about special resolution (if any), being passed by members in AGM or creditors (if any)
2. File form GNL 2 to attach ancillary documents like director’s declaration etc.
3. File form VL1 on IBBI electronic platform.

 1. Filings shall be done within 7 days of approval from creditors meetings.

101

Initiation of Liquidation Proceedings

Liquidation proceedings shall be deemed to be started from the date of approval of creditors.

11

Realization of assets, settlement of liabilities and preparation of final report

1. During the liquidation proceedings, assets are realized and proceeds from such realization is distributed within 30 days of such realization.

2. Final report is filed with ROC/IBBI before dissolution application.

121

Application to NCLT

1.  An application to NCLT is made along with compliance certificate in such form as specified by IBBI

2. NCLT may scrutinise following documents-

• Board resolution and members' resolution;
• Declaration of Solvency;
• appointment of liquidator;
• public announcement;
• claims received and their settlement;
• realisation and distribution of assets;
• closure of bank account;
• tax/statutory compliances;
• Final Report under Regulation 38
• Compliance Certificate in such form as specified by IBBI
• proof of submission of the Final Report to ROC and IBBI; and
• other documents demonstrating completion of liquidation.

3. Further NCLT may call for reports from ROC/IBBI and other adjudicating authorities.

4. Once NCLT is satisfied that statutory requirements have been met and no stakeholder has been defrauded, NCLT passes a dissolution order

13.

Filings with IBBI

File form VL 3 on IBBI electronic platform by 10^th day of subsequent month after filing dissolution application.

VL 3 form is to report the final stages of a corporate person's voluntary liquidation process

14.

Filing of copy of order with registered authority

Copy of order shall be filed with authority with which company is registered within 14 days of such order.

15.

Filings with IBBI

File form VL 4 within 14 days of dissolution application.

VL 4 form is to report the final details of a corporate debtor's dissolution order, including the distribution of proceeds, receipts, and payments during a voluntary liquidation process.