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Judgment
O R D E R
This is a Company Petition filed by the Liquidator conducting the Voluntary Liquidation of M/s. Kellys Benefit Nidhi Limited, an unlisted Public Company limited by shares with CIN: U67120TN1987PLC015141 having registered office at No. 18/29, Muniappa Road, Kilpauk, Chennai, Tamil Nadu, India – 600010, within the RoC, Chennai, under Section 59 of the Insolvency and Bankruptcy Code, 2016 (hereinafter referred to as “IBC, 2016”), seeking dissolution of the Company.
The Petitioner Company was incorporated on 09.12.1987 under the provisions of the Companies Act, 1956. The main object of the Company is to carry on the activities of Encouragement and afford all facilities for cultivating thrift, saving habits and to tender all financial assistance to its members by receiving long and short term deposits from the member as are allowed by the law. The detailed objectives of the Company is available in the Memorandum of Association annexed with Type set of documents.
The Authorized share capital of the Company is Rs.15,00,000/-(Rupees fifteen lakhs only) divided into 14,00,000 equity shares of Rs.1/- each and 1,00,000 – 15% Non – Cumulative Redeemable Preference shares of Rs.1/- each. The Issued, Subscribed and Paid Up capital is Rs.11,79,280/-(Rupees eleven lakhs seventy nine thousand and two eighty only) divided into 11,79,280 equity shares of Rs.1/- each fully paid up.
We have heard the submissions made by the Learned Counsel for the Petitioner and perused the records.
It is stated that the company was formed with an objective as stated above. However the company was not carrying business operation in recent years and the aged directors wish to realize the available assets and distribute the proceeds to the members. As the management of the company did not have any further plan to carry on any business it was decided during the March 2023 to wind up the affairs of the company.
It is submitted that a Board meeting dated 15.03.2023 was held to consider winding up of the affairs of the company through voluntary liquidation process as per the Section 59 of the Insolvency and Bankruptcy Code, 2016 and seek approval of shareholders to that effect. The above proposals were also passed as a resolution.
The Annual General Meeting of the Shareholders of the Company took place on 28.04.2023 wherein it was resolved to conduct the voluntary liquidation and appoint Mr. L. Chandrasekar as a liquidator for the same under Section 59 of IBC, 2016.
The Petitioner had submitted the total liabilities and assets of the company undergoing voluntary liquidation and same is extracted as follows,
The subject Corporate Company is a public entity and there 4636 shareholders and the list of the same is observed from the Final report at Page 258 to 430 of the Petition.
The Petitioner stated that he has performed the tasks and Compliances as mandated under Sec 59 of the IBC.
The Tribunal vide order dated 12.01.204 directed the Petitioner to furnish documents which are necessary for adjudicating this petition. The Petitioner vide Clarification Memo date 04.07.2024 furnished the following documents,
Declaration of Solvency and preservation of records along with an affidavit
Certificate of Incorporation, Memorandum of Association and Memorandum of Articles
Certified copy of Extract of Board Resolution recommending and approving the Voluntary Liquidation
Account closure communication
AGM minutes approving the Voluntary Liquidation
Statement of Accounts for the Liquidation period along with auditor certificate
The details of relevant compliances performed during the liquidation process as mandated under Section 59 of the IBC, 2016 read with the IBBI (Voluntary Liquidation Process) Regulations, 2017 are listed hereunder:-
| S. NO | COMPLIANCE | AVERMENTS | PAGE NO |
|---|---|---|---|
| 1. | Sec. 59 (3) (b) (i) | Copy of the Audited Financial statements for the years ending March 31st of 2022 and 2023 | 448 - 553 of the Petition |
| 2. | Sec 59 (3) (c) and Reg 3(1)(c) | AGM dated 28.04.2023 approving the initiation of the voluntary liquidation and appointment of the Liquidator | 44 - 52 of the Clarification Memo |
| 3. | Section 59 (4) and Reg 3 (2) | Declaration of solvency verified by the Affidavit by majority directors | 4 - 9 of the Clarification Memo |
| 4. | Section 59 (4) and Reg 3 | Intimating Board Resolution and Special Resolution for voluntary liquidation passed by shareholders in AGM to RoC and IBBI | 31 – 45 of the Petition |
| 5. | Regulation 14 | Form-A Public Announcement in Business Standard (English) and Malai Malar (Tamil) dated 02.05.2023. | 29 - 30 of the Petition |
| 6. | Section 178 of IT Act, 1961 | Intimation of Voluntary Liquidation process to the Income Tax Department dated 04.05.2023 | 62 of the Petition |
| 7. | Reg 9 | Preliminary report dated 09.06.2023. | 55 - 61 of the Petition |
| 10. | Reg34 | Closure of Bank Accounts Account bearing No. 54003970598 of SBI located at Kellys Branch, Kellys - Chennai dated 23.06.2023 Account Bearing No. 978412424 of Indian Bank, Kellys Branch, Kellys - Chennai dated 27.09.2023 Liquidation Current Account Bearing No. 41899787156 of SBI, Kellys Branch, Kellys -Chennai dated 21.12.2023. | 246 of the Petition, 27 – 28, 43 of the Clarification Memo |
| 11. | Reg 38 | Final report dated 28.12.2023 | 250 - 474 of the Petition |
| 12. | Reg 38 | Form-H – Compliance certificate dated 03.01.2024 | 480 - 489 of the Petition |
| 13. | Reg 38 | Submission of Final Report to RoC and IBBI | 475 – 479 of the Petition |
Pursuant to the Publication petitioner has received 57 claims from the contributories which accounts for 10,41,093 equity shares of Rs.1/- each.
It is observed that the company did not have any assets to be sold for the purpose of realization. The cash balances available with the company and Income Tax returns which received formed the Liquidation estate and has been appropriately distributed to all the claimants.
The realization and distribution as per the provisions of Section 53(1) of IBC, 2016 is detailed below:
The details of payment to the shareholders is found at 87 - 96 of the petition. As per the Regulation 38 & 39 of the IBBI (Voluntary Liquidation) Regulation, 2017, the Petitioner has deposited the Unpaid Dividends/ Deposits, Undistributed Proceeds and Interest at the rate of 12% on the amount retained beyond due date in three tranches on 21.07.2023 and 06.12.2023 via Bank Accounts bearing No. 978412424 (Indian Bank) & No.41899787156 (SBI). The Petitioner has annexed the Form G submitted to IBBI at Page 104 – 241 of the Petition. The said amounts were deposited with IBBI – Corporate Voluntary Liquidation Account bearing Account No. 2254002100020356 maintained with Punjab National Bank, Barakhamba Road Branch, New Delhi. The Form G is extracted as follows,
The Audited Receipts and Payments for the entire period of Voluntary liquidation has been extracted hereunder,
It is further stated that there were no PUFE applications pending in relation to the liquidation company and Form H compliance certificate shows the same as below,
Thus, on examining the submissions made by the Learned Counsel for the Petitioner 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 Petitioner Company have been completely liquidated and as such the Petitioner Company deserves to be dissolved.
Accordingly, in exercise of the powers conferred under Section 59(8) of IBC, 2016, we hereby order the dissolution of M/s. Kellys Benefit Nidhi Limited and the Subject Company shall stand dissolved from the date of this order.
Therefore, the Company Petition CP (IBC) / 10 (CHE) 2024 stands allowed and disposed off.
The Registry and the Liquidator are directed to serve a copy of this order upon the Registrar of Companies, Chennai, and also to IBBI, within 14 days from the date of this Order.