In the matter of Ashokmithra Capitals Private Limited

IN THE NATIONAL COMPANY LAW TRIBUNAL DIVISION BENCH – II, CHENNAI CP (IBC) / 60 (CHE) /2024 (Filed under Section 59 of the Insolvency and Bankruptcy Code, 2016) In the matter of M/S. ASHOKMITHRA CAPITALS PRIVATE LIMITED (IN VOLUNTARY LIQUIDATION) Mr.Vasudevan Gopu, (IBBI/IPA-002/IP-N00291/2017-18/10849) Liquidator of M/s. Ashokmithra Capitals Private Limited, (In Voluntary Liquidation), 18/30, Ramani Street, KK Pudur, Saibaba Colony, Coimbatore, Tamil Nadu, India – 641 038 … Petitioner

CORAM SHRI JYOTI KUMAR TRIPATHI, MEMBER (JUDICIAL) SHRI RAVICHANDRAN RAMASAMY, MEMBER (TECHNICAL)

Present: For Petitioner: Mr. A G Sathyanarayana, Advocate

Order Pronounced on 2nd August 2024

(Hearing Conducted through Virtual Conference) 1. This is a Company Petition filed by the Liquidator conducting the Voluntary Liquidation of M/s. Ashokmithra Capitals Private Limited, an unlisted Private Company limited by shares with CIN: U65929TN2019PTC126894 having registered office at No.79, Bharathi Nagar, 5th Cross, Vayalur Road,

Puthur, Thenur, Tiruchirappalli, Tamil Nadu – 620 017, 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.

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2. The Petitioner Company was originally incorporated on 11.01.2019 as under the provisions of the Companies Act, 2013. The main object of the Company is to carry on the business of general finance company and to finance for purchasing and selling of industrial and office plans, equipment machinery, vehicles, buildings, real estate, electrical and electronic equipment, computers and other capital goods to industrial and commercial undertakings and etc., The elaborate details of the main objects are set out in the Memorandum of Association which is filed along with the typed set.

3. The Authorized share capital of the Company is Rs.2,25,00,000/- (Rupees two crore and twenty five lakhs) divided into 22,50,000 shares of Rs.10/- each and the Issued Paid Up capital is Rs.2,25,00,000/- (Rupees two crore and twenty five lakhs) divided into 22,50,000 equity shares of Rs.10/- each.

4. We have heard the submissions made by the Learned Counsel for the Petitioner and perused the records.

5. It is stated that the company was formed with an objective to carry on the business of general finance company. However the company could not commence its business as the application made by the company for NBFC registration to RBI was rejected. As the management of the company did not have any further plan to carry on any business it is decided during the April

2022 to wind up the affairs of the company.

6. It is submitted that a Board meeting dated 15.04.2022 was held to CP (IBC) / 60 (CHE) / 2024 In the matter of Voluntary Liquidation of M/s. Ashokmithra Capitals Private Limited 2 of 9 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.

7. The Extraordinary General Meeting of the Shareholders of the Company took place on 26.04.2022 wherein it was resolved to conduct the voluntary liquidation and appoint Mr. S. Vijay Mahindhran as a liquidator for the same under Section 59 of IBC, 2016.

8. It is submitted Due to medical reasons said Mr. S. Vijay Mahindhran submitted his resignation on 13.03.2023 and the same is annexed at page 103

– 104 of the petition. Subsequently Mr. Vasudevan Gopu the applicant herein was appointed to carry forward the liquidation process of the company vide special resolution passed in the EGM dated 19.06.2023.

9. The applicant had submitted the total liabilities and assets of the company undergoing voluntary liquidation and same is extracted as follows,

10. The subject Corporate Company is a closely held private entity and there are only 19 shareholders. The shareholding structure as on 15.04.2022 is extracted as follows,

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11. The Petitioner stated that he has performed the tasks and Compliances as mandated under Sec 59 of the IBC.

12. The Tribunal vide order dated 06.06.2024 directed the Petitioner to clarify how the other current assets valued at Rs.4,35,309/- has been dealt in the process of Liquidation and what would be the position of receivables post Dissolution.

13. The Petitioner vide an Affidavit of Compliance dated 20.06.2024

CP (IBC) / 60 (CHE) / 2024 In the matter of Voluntary Liquidation of M/s. Ashokmithra Capitals Private Limited 4 of 9 explained that the other currents assets includes TDS receivable of Rs.1,24,309/- and preliminary expenses of Rs.3,11,000/-. The Liquidator submitted that he has realized sum of Rs.45,110/- of TDS. Further a TDS sum of Rs.58,927/- could not be claimed as the Income Tax Returns was not filed on time. The Preliminary expenses relates to Company Incorporation expenses and was not written off from the books of accounts. Therefore these amounts are treated as not receivables and they do not impact the distribution and dissolution process of the company.

14. The details 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 Copy of the Audited Financial statements Sec. 59 (3) (b) 79 – 101 of the 1. for the years ending March 31st of 2020, (i) Petition 2021 and 2022 Sec 59 (3) (c) EoGM dated 26.04.2022 approving the 102 of the 2. and initiation of the voluntary liquidation and Petition Reg 3(1)(c) appointment of the Liquidator EoGM dated 19.06.2023 approving Sec 59 (3) (c) appointment of the applicant herein as the 105 of the 3. and Liquidator and thereby continuing the Petition Reg 3(1)(c) process Section 59 (4) Declaration of solvency verified by the 77 - 78A of the 4. and Reg 3 (2) Affidavit by majority directors Petition Intimating Board Resolution and Special Section 59 (4) Resolution for voluntary liquidation 114 - 128 of the 5. and Reg 3 passed by shareholders in EoGM to RoC Petition and IBBI

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Form-A Public Announcement in Financial 112 - 113 of the 6. Regulation 14 Express (English) and Tamizh Murasu Petition (Tamil) dated 29.04.2022. Intimation of Voluntary Liquidation Section 178 of 129 - 131 of the 7. process to the Income Tax Department IT Act, 1961 Petition dated 06.07.2022 132 - 146 of the 8. Reg 9 Preliminary report dated 27.05.2022. Petition Closure of Liquidation Bank Account bearing No. 1050788538 of IDFC First Bank 205 of the 10. Reg34 located at Tiruchirappalli branch dated petition 27.11.2023 180 - 186 of the 11. Reg 38 Final report dated 20.11.2023 Petition Form-H – Compliance certificate dated 187 - 193 of the 12. Reg 38 03.01.2024 Petition 15. It is observed that no realization took place. 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 stakeholders as per the code.

16. The realization and distribution as per the provisions of Section 53(1)

of IBC, 2016 is detailed below:

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17. The details of payment to the shareholders is found at 201 – 202 of the petition.

18. The Audited Receipts and Payments for the entire period of Voluntary liquidation has been extracted hereunder,

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19. 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,

20. Thus, on examining the submissions made by the Learned Counsel for the Petitioner and after perusing the documents annexed to the Petition it CP (IBC) / 60 (CHE) / 2024 In the matter of Voluntary Liquidation of M/s. Ashokmithra Capitals Private Limited 8 of 9 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.

21. Accordingly, in exercise of the powers conferred under Section 59(8)

of IBC, 2016, we hereby order the dissolution of M/s. Ashokmithra Capitals

Private Limited and the Subject Company shall stand dissolved from the date of this order.

22. Therefore, the Company Petition CP (IBC) / 60 (CHE) 2024 stands allowed and disposed off.

23. 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.

-Sd/- -Sd/- RAVICHANDRAN RAMASAMY JYOTI KUMAR TRIPATHI MEMBER (TECHNICAL) MEMBER (JUDICIAL)

Ganesh Prabhu

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