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Judgment
This Petition has been filed by the Liquidator in relation to the voluntary liquidation of M/s. Suguna Fincorp Private Limited with CIN: U65921TZ2013PTC019647, under Section 59(7) of the Insolvency and Bankruptcy Code, 2016 (hereinafter referred to as “IBC, 2016”), seeking dissolution of the Company.
The Applicant Company was incorporated on 03.07.2013 under the provisions of the Companies Act, 2013. The main object of the Company was to carry on and undertake the business of finance, investment, loan and to invest in acquire, subscribe, purchase, hold, sell, divest or otherwise deal in securities, shares, stocks, equity linked securities, debentures, debenture stock, bonds, commercial papers, acknowledgements, deposits notes, obligations, futures, calls, derivatives, currencies and securities of any kind whatsoever, whether issued or guaranteed by any person, company, firm, body, trust, entity, government, state, dominion sovereign, ruler, commissioner, public body or authority, supreme, municipal, local or otherwise, whether in India or abroad and to carry on all other business of NBFC allowed by Reserve Bank of India etc. The details of the main objects are set out in the Memorandum of Association which is filed along with the typed set.
It is stated that, the Company was engaged in the business of making investment and registered as a Non-Banking Finance Company with the Reserve Bank of India bearing Registration No. N-07-00819 dated 24th June, 2016. The company also made investments in Alternate Investment Fund. It is stated that, there was no workman / employee in the company. The only asset of the company on the liquidation commencement date was the bank balance.
It is stated that, the Company had applied for voluntary surrender of Certificate of Registration to Reserve Bank of India on 5th of April 2024 and the Reserve Bank of India vide its order dated 31 July, 2024 cancelled the Certificate of Registration of the company bearing No. N-07-00819 dated 24th June, 2016. It is stated that, it was resolved to wind up the operations of the company and to distribute the assets lying with the company to shareholders as per their respective holding in the company.
It is stated that, a Board meeting was held on 28.03.2024 to consider winding up and voluntary liquidation of the Company as per the provisions contained under Section 59 of the Insolvency and Bankruptcy Code, 2016, wherein a Resolution was passed to conduct the Extraordinary General Body Meeting on 15.04.2024.
It is stated that, the Extraordinary General Meeting of the Shareholders of the Company took place on 15.04.2024 wherein it was unanimously resolved to appoint the Applicant herein to act as a liquidator for conducting voluntary liquidation process in relation to the Company under Section 59 of IBC, 2016.
It is stated that the Applicant herein has conducted the Voluntary Liquidation process in respect of the Company in Liquidation in accordance with the IBBI (Voluntary Liquidation Process) Regulations, 2017. The details of the relevant compliances 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. IN THEAPPLICATION |
|---|---|---|---|
| 1 | Sec. 59 (3) | Board Meeting approving | 196 |
| voluntary liquidation and notice for Extraordinary general meeting dated 15.04.2024 | |||
| 2 | Sec. 59 (3) | Audited Financial statements for the year ended on 31.03.2022, 31.03.2023 and 27.03.2024. | 63-132 |
| 3 | Sec 59 (3) (c) And Reg 3 (1)(c) | EGM dated 15.04.2024 approving the voluntary liquidation | 59-132 |
| 4 | Section 59 (4) and Reg 3 (2) | Declaration of solvency filed with ROC in Form GNL-2. | 133-136 |
| 5 | Section 59 (4) and Reg 3 | Special Resolution for voluntary liquidation passed by shareholders in EGM vide Form MGT-14. | 154-160 |
| 6 | Regulation 14 | Form A Public Announcement in Trinity Mirror (English) and Makkal Kural (Tamil) dated 16.04.2024 | 149-150 |
| 7 | Section 178 of IT Act, 1961 | Intimation to the IT Department and request for NOC. | 168-169 |
| 8 | Reg 9 | Date of filing of preliminary report dated 29.05.2024 | 164-167 |
| 9 | Reg34 | Closure of Liquidation Bank Account of Kotak Mahindra Bank, RS Puram Branch | 181 |
| 10 | Reg 38 | Filing Final report dated 21.08.2024 | 182-184 |
| 11 | Reg 38 | Final report filed with the ROC | 192 |
| 12 | Reg 38 | Submission of Final Report to IBBI | 193 |
| 13 | Reg 38 | Form-H – Compliance certificate dated 07.10.2024 | 185-190 |
It is stated that, the Liquidator has not received any claims during the process of liquidation. Further, after making various payments including liquidation costs paid in full as per the provisions of Section 53(1) of IBC, 2016, the Liquidator has distributed the funds among the shareholders as detailed below:
Thus, on examining the submissions made by the 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 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 Suguna Fincorp Private Limited. 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 concerned Registrar of Companies, and also to IBBI, within 14 days from the date of this Order.