In Re: M/s. Sree Sankari Benefit Funds Limited (Voluntary Liquidation)

In exercise of powers under Rule 154 of National Company Law Tribunal Rules, 2016, the Common Order dated 09.11.2022 is rectified as under; At Page No. 8, Para 16 it shall be read as "ROC Coimbatore"instead of "ROC Chennai".

Per: SAMEER KAKAR, MEMBER (TECHNICAL)

This is a Company Petition filed by the Liquidator in relation to the voluntary liquidation of M/s. Sree Sankari Benefit Funds Limited under Section 59(7) of the Insolvency and Bankruptcy Code, 2016 (hereinafter referred to as “IBC, 2016”), seeking dissolution of the Applicant Company.

The Applicant Company was incorporated on 28.02.1997 under the provisions of the Companies Act, 1956. The Registered office address of the Company is situated at SKC Tower Building, 174/2, East Car Street, Dindugal – 624 001. The Applicant Company is incorporated with business objective to function as Nidhi Company / Mutual benefit society. The details of the main objects are set out in the Memorandum of Association which is filed along with the typed set.

The Authorized share capital of the Company is Rs.36,00,000/- (Rupees Thirty-Six Lakh only) divided into 36,00,000 equity shares of Re.1/- each and the Issued, subscribed and paid-up share capital of the Company is Rs.28,12,800/- (Rupees Twenty-Eight Lakh Twelve Thousand and Eight Hundred only) divided into 28,12,800 Equity shares of Re.1/- each. The Shareholding patter of the Company is as follows;

The Learned Counsel for the Applicant submitted that the Company was incorporated with the objective to function as a Nidhi Company and the Company has stopped its business operations in the year 2012 due to decline in business activities and also had voluntarily surrendered it NBFC (Nidhi) Certificate with RBI in the year 2016 and from then the Company was not actively involved in any business operations.

It was submitted that the Directors were of the view that the Company will not have feasible business opportunities and hence the Board of Directors of the Company at the meeting held on 23.11.2021 had decided to voluntarily liquidate the Applicant Company under the provisions of Section 59 of Insolvency and Bankruptcy Code, 2016.

Further, in compliance with Section 59(3) of the IBC, 2016 read with Regulation 3 of IBBI (Voluntary Liquidation Process) Regulations, 2017, the Directors of the Company viz. Ms. Sangappan Loganathan Saroja and Mr. Boriya Gounder Ramasamy and Mr. Sangappan Loganathan Sivasankaran, verified by an affidavit, has declared that the Company has no debt and the said affidavit is placed at page nos. 191 to 202 of the typed set filed along with the Application.

As required under Section 59(3)(c) of the IBC, 2016 read with Regulation 3(c) of IBBI (Voluntary Liquidation Process) Regulations, 2017, a Special Resolution dated 15.12.2021, was passed at the meeting of the Company to liquidate itself and to appoint the Liquidator, which is placed at pages 249 to 250 of the typed set filed along with the Application. Further, the same was notified to the RoC and IBBI on 22.12.2021 i.e. within 7 days, as per Section 59(4) of IBC, 2016.

In further compliance, the audited financial statements of the previous two years viz. 2019 – 20 and 2020 – 21 were filed with the RoC and the proof of the same is placed at page 265 to 268 of the typed set filed along with the Application. Further, it is seen that Liquidator has issued a Public announcement dated 16.12.2021 as required under Regulation 14 of IBBI (Voluntary Liquidation Process) Regulations, 2017 within 5 days of his appointment, one in “Financial Express” (English) and the other in vernacular “Malai Murasu” (Tamil) and the same is placed at pages 259 to 260 of the typed set filed along with the Application. It is also submitted that as required under Section 178 of the Income Tax Act, the Liquidator has given notice to the Income Tax authorities on 10.01.2022 and 14.03.2022, i.e. within 30 days of his appointment as Liquidator, however even after intimation of the voluntary liquidation process by the Liquidator, the Income Tax Department has not any objection or raised any issue in relation to the same.

It is also seen that as per Regulation 9 of the IBBI (Voluntary Liquidation Process) Regulations, 2017, the Liquidator has submitted his preliminary report before IBBI on 29.01.2022, within 45 days from the Liquidation commencement date of the Company and the copy of the report is placed at pages 278 to 282 of the typed set filed along with the Application.

It was submitted that as required under Regulation 34 of the IBBI (Voluntary Liquidation Process) Regulations, 2017, the Liquidator has opened a Bank account in the name of "Sreee Sankari Benefit Funds Lijmited (in voluntary liquidation) with the Axis bank, for realization and payment of the proceeds to the stakeholders.

The Learned Counsel for the Applicant submitted that as per the Books of accounts of the Company there was no outstanding debts on the commencement of voluntary liquidation, the Company had only current liabilities to the extent of Rs.45,402/- which was the amount due towards director's salary and had also created a provision of Rs.10,000/- for the purpose of professional fee towards the Chartered Accountant for providing certified financial statements as of 15.12.2021. It was submitted that the directors had waived off their remuneration and only provision had made for the professional fee, there was no outstanding debts on the commencement of voluntary liquidation. Further, it was submitted that there were unclaimed Liquidation funds of the Company amounting to Rs.13,243/- which were entitled to be received by 2050 equity shareholders holding 10 shares each with face value of Re.1/- each. It was submitted that the entitled shareholders were not traceable hence the Liquidator had given a Public announcement in “Financial Express” (English) and “Tamil Murasu” (Tamil) requesting the shareholders to claim their entitlement towards liquidation fund by submitting the proof with the Liquidator. Since the shareholders had not claimed the above funds, it was transferred to IBBI – Corporate Voluntary Liquidation Account on 11.08.2022 in compliance with Regulation 39 of IBBI (Voluntary Liquidation Process) Regulations, 2017. The proof of same is placed at page No. 306 of the typed set filed along with the Application.

Further, it is also seen from the document which is placed at page 332 of the typed set filed along with the Application that as per Regulation 35 of the IBBI (Voluntary Liquidation Process) Regulations, 2017, the Liquidator has distributed the payments to the stakeholders.

It was submitted that upon completion of the Liquidation Process, the Final Report in accordance with Regulation 38 of the IBBI (Voluntary Liquidation Process) Regulations, 2017 was prepared and the same was filed with the RoC and the IBBI, the copy of the Final Report and the proof of filing the same with the RoC and the IBBI is placed at pages 352 to 361 to the typed set filed along with the Application.

Thus, on examining the submissions made by the Learned Counsel for the Applicant and after perusing the documents annexed to the Application and also upon perusing Form – H filed along with the Application, it appears that the affairs of the Company have been completely wound up and the assets of the Applicant Company have been completely liquidated and as such the Applicant 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 Sree Sankari Benefit Funds Limited and the Applicant Company shall stand dissolved from the date of this order.

Accordingly, the Company Application stands allowed.

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.