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Judgment
This is a Company Petition filed by the Liquidator of Sri Janardhana Credits Limited with CIN: U65992TZ1988PLC002174 under Section 59(7) of the Insolvency and Bankruptcy Code, 2016 (hereinafter referred to as “IBC, 2016”) seeking dissolution of the Company.
The Company was incorporated on 23.05.1988 under the Companies Act, 1956 having its Registered Office at No.2195, 1st Floor, Trichy Road, Singanallur, Coimbatore – 641 005 with Authorized Capital of Rs.2,10,00,000/- divided into 2,10,000 Equity Shares of Rs.100/- each and paid up capital is 2,00,02,000. The main object of the Company was to carry on and undertake business as financiers to finance operation of all kinds such as managing, purchasing, selling, hiring, letting on hire, hire purchase financing and dealing in all kinds of movable and immovable property including land. Building, machinery, computer, all kinds of vehicles, automobiles, consumer durables, gold jewelleries and ornaments, jewelleries made out of all kinds of precious and semi-precious metals, precious stones, gems and other related items etc. Details of the main objects of the company are set out in the Memorandum of Association which is filed along with the typed set.
It is stated that Board of Directors in the meeting dated 25.03.2023, passed a Resolution for voluntary liquidation of the company under Section 59 of the IBC that the company is not carrying out any business.
It is stated that the NBFC license of the Corporate Person was cancelled by the RBI after an inspection conducted vide its order in DoS/CHe No. 933/13.23.621/2019-20 dated 11.06.2020. After this, the directors decided to close the operations of the company in accordance with applicable laws as the Corporate Person was not carrying any business from thereon and not earning any profits. The Copy of the order of RBI is attached as Annexure 2 of the petition typeset.
It is stated that in the Extra-ordinary General Meeting held on 07.04.2023, shareholders approved to appoint the Applicant to act the Liquidator to conduct the voluntary liquidation process of the Company.
It is stated that the Liquidator received no claim form other than from the 10 shareholders of the Corporate Person, and hence the company had no other creditors or term liabilities. The claims received from the shareholders are as follows:
| S.n o | Name | Address | Category | Amount of Claim filed (in Rs.) | Amount of Claim admitted (in Rs.) |
|---|---|---|---|---|---|
| 1 | A.V VALLIKANNU | 9159 B MAIN ROAD, VALPARAI, COIMBATORE-642127 | Equity Share Holder | 24,25,000.00 | 24,25,000.00 |
| 2 | A.V PERUMAL | NEW NO 6/1, OLD NO.6, STATE BANK COLONY, SINGANALLUR, COIMBATORE-641005 | Equity Share Holder | 24,85,000.00 | 24,85,000.00 |
| 3 | A.V.V SARAVANAN | FLAT NO 112, SRIVARI AISWARYAM, NO 2/12 , DR AMBEDKAR ROAD, VELANDIPALAYAM, COIMBATORE-641025 | Equity Share Holder | 24,71,000.00 | 24,71,000.00 |
| 4 | A.V.P THIRUMAL | NEW NO 6/11, OLD NO.6, STATE BANK COLONY, SINGANALLUR, COIMBATORE-641005 | Equity Share Holder | 24,85,000.00 | 24,85,000.00 |
| 5 | A.V.V PALANIAMMAL | 9159 B MAIN ROAD, VALPARAI, COIMBATORE-642127 | Equity Share Holder | 25,10,000.00 | 25,10,000.00 |
| 6 | A.V.P SUSHILA | NEW NO 6/11, OLD NO.6, STATE BANK COLONY, SINGANALLUR, COIMBATORE-641005 | Equity Share Holder | 13,62,500.00 | 13,62,500.00 |
| 7 | A.V.P SIVALINGAM | NEW NO 6/11, OLD NO.6, STATE BANK COLONY, SINGANALLUR, COIMBATORE-641005 | Equity Share Holder | 13,51,000.00 | 13,51,000.00 |
| 8 | A.V.V.S RAJESHWARI | FLAT NO 112, SRIVARI AISWARYAM, NO 2/12 , DR AMBEDKAR ROAD, VELANDIPALAYAM, COIMBATORE-641025 | Equity Share Holder | 25,94,000.00 | 25,94,000.00 |
| 9 | S NITHYA | NO.6, STATE BANK COLONY, SINGANALLUR, COIMBATORE-641005 | Equity Share Holder | 11,81,000.00 | 11,81,000.00 |
| 10 | T SHOBANA | NO.6, STATE BANK COLONY, SINGANALLUR, COIMBATORE-641005 | Equity Share Holder | 11,37,500.00 | 11,37,500.00 |
| TOTAL | 2,00,02,000.00 | 2,00,02,000.00 | |||
It is stated that the company has no assets other than cash deposit with the Bank. Hence, the applicant has seen no requirement for valuation to be done nor any valuers to be appointed.
It is stated that the shareholders of the Corporate Person with their voting percentage are as detailed below:
| Sl. No. | Shareholder's Name | Number of Shares held (₹ Rs.100 per Share) | Voting % |
|---|---|---|---|
| 1 | A.V VALLIKANNU | 24250 | 12.12% |
| 2 | A.V PERUMAL | 24850 | 12.42% |
| 3 | A.V.V SARAVANAN | 24710 | 12.36% |
| 4 | A.V.P THIRUMAL | 24850 | 12.42% |
| 5 | A.V.V PALANJAMMAL | 25100 | 12.55% |
| 6 | A.V.P SUSHILA | 13625 | 6.81% |
| 7 | A.V.P SIVALINGAM | 13510 | 6.75% |
| 8 | A.V.V.S RAJESHWARI | 25940 | 12.98% |
| 9 | S NITHYA | 11810 | 5.90% |
| 10 | T SHOBANA | 11375 | 5.69% |
| TOTAL | 200020 | 100% |
It is stated that the Applicant had distributed the assets (cash) available with the Corporate Person. The statement of accounts for the same is annexed as Annexure- 10 of the Company Petition typeset.
It is stated that after due distribution of assets with the Shareholders of the Corporate Person, the Applicant Liquidator obtained an Auditor's Certificate for the Receipts & Payments during the liquidation period, since the liquidation commencement date. The same is annexed as Annexure 11 of the company petition typeset.
It is submitted that the Applicant has conducted the voluntary liquidation process in respect of the Company in accordance with the compliance of IBBI (Voluntary Process) Regulations, 2017. Details of relevant compliances as mandated under Section 59 of IBC r/w IBBI Regulations, 2017 are as below:
| S.NO | COMPLIANCE | AVERMENTS | PAGE NO. IN THE APPLICATION |
|---|---|---|---|
| 1 | Sec. 59 (3) | Board Meeting dated 25.03.2023 | Para 3 of the Application |
| 2 | Sec. 59 (3) | Audited Financial Statements for the Financial Year 2020-2021 and 2021-2022 | 38-104 |
| Sec 59 (3) (c) And Reg 3 (1)(c) | EGM dated 07.04.2023 | 108-118 | |
| 4 | Section 59 (4) and Reg 3 (2) | Declaration of solvency GNL-2 | 105-107 |
| Section 59 (4) and Reg 3 | Special Resolution for voluntary liquidation vide form MGT-14 | 113-118 |
| 6 | Regulation 14 | Form-A Public Announcement in newspapers dated 07.12.2022 and 08.04.2023 in “Indian Express” (English) & “Dina Malar” (Tamil) | 119-120 |
| 7 | Section 178 of IT Act, 1961 | Intimation to Income Tax department and other statutory authorities on 03.05.2023 | 121 |
| 8 | Reg 9 | Filing of Preliminary Report dated 20.05.2023 | 123-144 |
| 9 | Reg 34 | Opening of Bank Account in the name of the Company followed by the words in liquidation in “Karur Vysya Bank” | Para 10 of the application |
| 10 | Reg 34 | Closure of liquidation bank account in Karur Vysya Bank | 165 |
| 11 | Reg 38 | Filing of Final Report dated 15.01.2024 | 148-164 |
| 12 | Reg 38 | Final Report in GNL-2 filed with the ROC | 159-160 |
| 13 | Reg 38 | Submission of Final Report to IBBI on 19.02.2023 | 161 |
| 14 | Reg 38 | Form-H (Compliance Certificate) | 166-174 |
Further, it is stated that after making various payments including liquidation costs as per the provisions of Section 53(1) of IBC, 2016, the Liquidator has realised and distributed the funds among the shareholders as detailed below:
Realization:
| Sl. No. | Particulars | Amount (Rs) |
|---|---|---|
| (1) | (2) | (3) |
| 1 | Sale of Assets | NA |
| 2 | Refund from Statutory Authorities | NA |
| 3 | Cash / Bank balance | 2,59,68,462.25 |
| 4 | Realisation of uncalled/unpaid capital contribution | NA |
| 5 | Distribution of unsold asset | NA |
| 6 | Any other (Please specify) | NA |
| Total | 2,59,68,462.25 | |
Distribution:
DISTRIBUTION:
| Sl. No. | Stakeholders* under section 52 and 53 (1) | Amount Claimed | Amount Admitted | Amount Distributed | Amount Distributed to the Amount Claimed (%) | Remarks |
|---|---|---|---|---|---|---|
| (1) | (2) | (3) | (4) | (5) | (6) | (7) |
| 1 | Realization of Security Interest | |||||
| 2 | Liquidation Cost[Sec. 53(1)(a)] | 4,25,000 | 1.64 % | |||
| 3 | Workmen's Dues[Sec. 53(1)(b)(i)] | |||||
| 4 | Debts of Secured Creditors [Sec. 53(1)(b)(ii)] | |||||
| 5 | Wages and Unpaid Dues to Employees[Sec. 53(1)(c)] | |||||
| 6 | Debts of Unsecured Financial Creditors [Sec. 53(1)(d)] | |||||
| 7 | Government Dues + Amount Unpaid following Enforcement of Security Interest [Sec.53(1)(e)] | |||||
| 8 | Any remaining Debts And Dues [Sec.53(1)(f)] | |||||
| Preference Shareholders [Sec.53(1)(g)] | ||||||
| 10 | Equity Shareholders [Sec.53(1)(h)] | 2,55,43,462.25 | 98.36% | |||
| Total | 2,59,68,462.25 | 100% | ||||
Thus on examining the submissions made by Learned Counsel for the Applicant and after perusing the documents annexed to the petition, it appears that the affairs of the Company have been completely wound up and the assets of the Company have been completely liquidated and as such the Company deserves to be dissolved. Accordingly, in exercise of the powers conferred under Section 59(8) of the IBC, 2016, we hereby order the dissolution of Sri Janardhana Credits Limited. The Company shall stand dissolved from the date of this order. Accordingly, the Company Petition stands allowed.
The Registry and Liquidator are directed to serve a copy of this order upon Registrar of Companies, concerned and also to IBBI within 14 days from the date of this order.