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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. SPI Finance and Investments Private Limited, an unlisted Private Company limited by shares with CIN: U65990TN2020PTC134234 having registered office at No 3, First Floor, 2nd Street, Subba Rao Avenue, College Road, Chennai, Tamil Nadu, India -600006, within the jurisdiction of 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 originally incorporated on 04.02.2020 as under the provisions of the Companies Act, 2013. The main object of the Company is to carry on the business of financing leasing, hire purchase, lending, advancing money through various channels including digital channels or give credit on any terms or mode with or without security to any individual, firm, Limited Liability Partnership, body corporate or any other entity. The elaborate 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.2,10,00,000/-(Rupees two crore and ten lakhs) divided into 21,00,000 shares of Rs.10/- each and the Issued Paid Up capital is Rs.2,10,00,000/- (Rupees two crore and ten lakhs) divided into 21,00,000 equity shares of Rs.10/- each.
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 to carry on the business of general finance. However the company could not commence its business as the application made by the company for NBFC registration to RBI under Section 41-IA of RBI Act, 1934 was rejected. As the management of the company did not have any further plan to carry on any business it was decided during the January 2021 to wind up the affairs of the company.
It is submitted that a Board meeting dated 12.01.2021 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 Extraordinary General Meeting of the Shareholders of the Company took place on 05.02.2021 wherein it was resolved to conduct the voluntary liquidation and appoint Mrs. Chitra Perinkulam Ragavan, as a liquidator for the same under Section 59 of IBC, 2016.
The subject Corporate Company is a closely held private entity and there are only 2 shareholders. The shareholding structure as on 31.12.2020 is as follows,
| S. No | Details of the Shareholder | No. of Total Shares held |
| 1 | Kiren Reddy M | 20,99,999 (~ 100%) |
| 2 | Balakrishnan P R | 1 |
It is submitted that the total liabilities and assets of the company undergoing voluntary liquidation as on 05.02.2021 and same is extracted as follows,
It is submitted that, 3 Claims have been received during the Voluntary Liquidation Process. 2 Claims from the Shareholders. 1 Claim from the Statutory Auditor of the company for the service rendered.
The Petitioner stated that he has performed the tasks and Compliances as mandated under Sec 59 of the IBC.
This Tribunal vide order dated 12.09.2024 raised the following queries as extracted,
On 07.10.2024 the applicant vide memo filed the necessary annexures and clarified the queries as follows, The liabilities reflected in the last audited balance sheet pertain to FY ending on 31.12.2020 and liabilities discussed in the Preliminary report explains the position as on liquidation commencement date.
The details of the relevant compliances performed during the present 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 2020, and December 31st 2020 | 46 - 55 of the Petition |
| 2. | Sec 59 (3) (c) and Reg 3(1)(c) | EoGM dated 05.02.2021 approving the initiation of the voluntary liquidation and appointment of the Liquidator | 63 - 65 of the Petition |
| 3. | Section 59 (4) and Reg 3 (2) | Declaration of solvency verified by the Affidavit by majority directors | 1 - 6 of the memo dated 26.01.2024 |
| 4. | Section 59 (4) and Reg 3 | Intimating Board Resolution and Special Resolution for voluntary liquidation passed by shareholders in EoGM to RoC and IBBI | 66 - 67 of the Petition |
| 5. | Regulation 14 | Form-A Public Announcement in Trinity Mirror (English) and Malai Malar (Tamil) dated 06.02.2021. | 75 - 76 of the Petition |
| 6. | Section 178 of IT Act, 1961 | Intimation of Voluntary Liquidation process to the Income Tax Department dated 06.07.2022 | 68 of the Petition |
| 7. | Reg 9 | Preliminary report dated 10.03.2021 | 91 - 93 of the Petition |
| 8. | Reg34 | Closure of Bank Account bearing No. 687109957 of Indian Bank located at Peters Road branch, Chennai dated 14.03.2021 | Page 5 of the Memo |
| 9. | Reg34 | Opening and Closure of Liquidation Bank Account bearing No. 1250135000008413 of Karur Vysya Bank located at Teynampet Branch, Chennai | 119 – 121 of the petition |
| 10. | Reg 38 | Final report dated 03.11.2023 | 109 - 112 of the Petition |
| 11. | Reg 38 | Form-H – Compliance certificate dated 03.01.2024 | 127 - 135 of the Petition |
| 12. | Reg 38 | Intimation to RoC and IBBI | 113 – 118 of the Petition |
The cash balances available with the company bank account and Income Tax returns realized formed the Liquidation estate and the same has been appropriately distributed to all the stakeholders as per the code.
The realization and distribution as per the provisions of Section 53(1) of IBC, 2016 is detailed below:
The details of payment to the Stakeholders is found at Page 121 of the petition. It is observed that the distribution to the stakeholders happened during June 2021, whereas the Final report along with Form H was submitted in 30.11.2023. The delay in completing the Voluntary Liquidation Process was due to delayed refund of TDS related to Income Tax return.
The Independent Auditor, Subramaniam Aneetha vide a report dated 29.10.2023 audited the Receipts and Payments for the entire period of Voluntary liquidation and the same 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. SPI Finance and Investments Private Limited and the Subject Company shall stand dissolved from the date of this order.
Therefore, the Company Petition CP(IB)/ 6(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.