In the matter of Magizham Nidhi Limited

NATIONAL COMPANY LAW TRIBUNAL DIVISION BENCH, COURT – II CHENNAI ATTENDANCE CUM ORDER SHEET OF THE HEARING OF NATIONAL COMPANY LAW TRIBUNAL, CHENNAI BENCH, HELD ON 02.03.2026 AT 10.30 A.M. THROUGH VIDEO CONFERENCING: PRESENT: SHRI. JYOTI KUMAR TRIPATHI, HON'BLE MEMBER (JUDICIAL) SHRI. RAVICHANDRAN RAMASAMY, HON'BLE MEMBER (TECHNICAL) APPLICATION NUMBER : -- PETITION NUMBER : CP(IBC)/312(CHE)2025 NAME OF THE PETITIONER : Vasudevan Gopu (Liquidator) Magizham Nidhi Ltd NAME OF THE RESPONDENT(S) : -- UNDER SECTION : Sec 59 of IBC, 2016 ORDER Present: Ld. Counsel Mr. Logaraj for the Ld. Counsel Mr. A.G Sathyanarayana for the Petitioner. Vide separate order pronounced in open court, CP(IBC)/312(CHE)2025 is allowed.

-SD- -SD- RAVICHANDRAN RAMASAMY JYOTI KUMAR TRIPATHI Member (Technical) Member (Judicial) kg

IN THE NATIONAL COMPANY LAW TRIBUNAL, DIVISION BENCH – II, CHENNAI CP(IB)/312/(CHE)2025 (Under Section 59 & other applicable provisions of the Insolvency and Bankruptcy Code, 2016 read with Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017) In the matter of Magizham Nidhi Limited VASUDEVAN GOPU Magizham Nidhi Limited (In Voluntary Liquidation) (CIN: U6499UTZ2023PLN029909) Having its registered office at: D.No 8/16/5, Thennampalayam, Arasur, Coimbatore, Tamil Nadu, India – 641 407. … Applicant/ Liquidator Order Pronounced on 02.03.2026 CORAM SHRI. JYOTI KUMAR TRIPATHI, MEMBER (JUDICIAL) SHRI. RAVICHANDRAN RAMASAMY, MEMBER (TECHNICAL) Present: For Petitioner: A G Sathyanarayana, Advocate

(Heard through hybrid mode) 1. This is a Company Petition filed by Vasudevan Gopu, the Liquidator in relation to voluntary liquidation of Magizham Nidhi

Limited, under Section 59 of the Insolvency and Bankruptcy Code, 2016 (hereinafter referred to as “IBC, 2016”), seeking dissolution of the Company.

CP (IBC) / 312/ (CHE) 2025 In the matter of Magizham Nidhi Limited

2. It is submitted that the applicant company was incorporated on 15.09.2023 under the provisions of the Companies Act, 2013 under the style and name of “Magizham Nidhi Limited”. The registered office of the applicant company is situated at D.No 8/16/5, Thennampalayam,

Arasur, Coimbatore, Tamil Nadu, India – 641 407. It is submitted that the authorised share capital of the applicant company is as follows:

Description Total amount (in INR) Authorized capital 30,00,000/- Issued, subscribed and paid up 30,00,000/-capital (Fully paid up) 3. It is submitted that the Company was with the object of carrying on the business of a Nidhi / Mutual Benefit Company and had accordingly filed an application in Form NDH-4 seeking declaration as a Nidhi Company. However, the said application was rejected by the Ministry of Corporate Affairs, inter alia, on the ground that the shareholding pattern did not reflect compliance with Rule 3(1)(da) of the Nidhi Rules, 2014.

4. It is further submitted that the in view of the rejection of the NDH-

4 application and the Company being unable to carry on its intended business, the Board of Directors, in their meeting held on 05.09.2024,

CP (IBC) / 312/ (CHE) 2025 In the matter of Magizham Nidhi Limited resolved to initiate voluntary liquidation of the Company under Section

59 of the Insolvency and Bankruptcy Code, 2016 read with the IBBI (Voluntary Liquidation Process) Regulations, 2017.

5. It is submitted that the operations of the Company ceased.

Consequently, the Board of Directors, in its meeting dated 05.09.2024, decided for initiating the Voluntary Liquidation process.

6. It is submitted that the majority of the Directors executed a Declaration of Solvency dated 18.09.2024 by way of affidavit under

Section 59(3)(a) of the Code, declaring that the Company had no debt or that it would be able to pay its debts in full from the proceeds of assets to be sold in voluntary liquidation and that the liquidation was not intended to defraud any person. The declaration was filed with the Registrar of Companies in Form GNL-2. The relevant portion of the meeting is as follows:

CP (IBC) / 312/ (CHE) 2025 In the matter of Magizham Nidhi Limited

7. Pursuant thereto, the members of the Company, in an Extraordinary General Meeting held on 30.09.2024, passed a Special

Resolution approving voluntary liquidation of the Company and CP (IBC) / 312/ (CHE) 2025 In the matter of Magizham Nidhi Limited appointing the Applicant as the Liquidator, in compliance with Section

59(3)(c) of the Code. The relevant portion of the meeting is as follows:

8. It is further submitted that upon passing of the Special Resolution in the Extra-Ordinary General Meeting held on 30.09.2025, approving voluntary liquidation and appointing the Applicant as Liquidator, the intimation of the resolution and his appointment was filed with the Insolvency and Bankruptcy Board of India on 03.10.2024 and Registrar of CP (IBC) / 312/ (CHE) 2025 In the matter of Magizham Nidhi Limited

Companies through MGT-14 on 07.10.2024. The company was unable to file Form INC 20A as the application filed for declaration as Nidhi

Company was rejected, hence as a result of it the company was unable to file forms like GNL-2, Annual Filings forms (AOC 4 & MGT 7) hence

Declaration of Solvency, Directors Report, Audit report and Audited financial statements of the company for the year ended 31-03-2024 was filed as attachments in the aforesaid Form MGT-14. The relevant extract is provided hereinbelow:

CP (IBC) / 312/ (CHE) 2025 In the matter of Magizham Nidhi Limited

9. It is submitted that a Public Announcement in Form A was made on 05.10.2024 in the newspapers “Business Standard” (English) and “Thamizh Murasu” (Tamil) and was also published on the IBBI website, calling upon stakeholders to submit their claims on or before 30.10.2024.

10. It is submitted that intimation of commencement of voluntary liquidation were duly issued to the Income Tax Department, State GST

Authorities, Central GST Authorities, Employees’ Provident Fund

Organisation, and Employees’ State Insurance Corporation, intimating the commencement of voluntary liquidation and pursuant to the same, the Income Tax Department responded confirming that there were no outstanding income tax dues, and the Company had filed its Income Tax return up to Assessment Year 2024-25.

11. It is submitted that no claims whatsoever were received from any creditors, employees, workmen or statutory authorities till the last date for submission of claims or thereafter, and accordingly, the equity shareholders remained the sole stakeholders of the Company.

12. It is submitted that in compliance with Regulation 9 of the IBBI (Voluntary Liquidation Process) Regulations, 2017, the Applicant prepared and submitted a Preliminary Report dated 13.11.2024 to the CP (IBC) / 312/ (CHE) 2025 In the matter of Magizham Nidhi Limited

Company, setting out the capital structure, estimates of assets and liabilities and proposed plan of action for liquidation.

13. It is submitted that bank account in the name of ‘Magizham Nidhi

Limited in Voluntary Liquidation’ was opened on 16.12.2024 with A/c No.

924020072723547 at Axis bank – Maniyakaranpalayam Branch,

Coimbatore, for the realization and distribution of liquidation proceeds and the same was closed on 05.08.2025 and the current account of the Company in the name of ‘Magizham Nidhi Limited’ was opened on 20.11.2023 with A/c No. 20230000026193 at ESAF Small Finance bank,

Srivari Kikani Centre, Ground floor, WD-22,2/4, Chinthamani Jn,

Krishnaswami Ro, Coimbatore, R.S.Puram, Tamilnadu – 641 002, was closed on 22.05.2025.

14. It is further submitted that the total realization in the liquidation process amounted to Rs. 29,86,786/-, consisting cash and bank balance and recovery of short-term loans and advances. From the same, liquidation costs amounting to Rs.3,03,350/- were incurred towards public announcement expenses, professional fees, audit expenses and liquidator’s remuneration. And after payment of liquidation costs, the balance amount of Rs.26,83,436/- was fully distributed strictly in CP (IBC) / 312/ (CHE) 2025 In the matter of Magizham Nidhi Limited accordance with Section 53 of the Code, and proof of such distribution has been furnished.

15. It is further submitted that the liquidation process exceeded the stipulated timeline due to delays in opening and closing the liquidation bank account and delays in realisation of funds, and the Applicant has duly complied with Regulation 37 by conducting contributories meetings and filing status reports and that the Final Report dated 18.08.2025 was prepared and filed with the Registrar of Companies, Coimbatore through e-Form GNL-2 on 20.08.2025 and also with IBBI. The details of the compliances as mandated under Section 59 of the IBC, 2016 read with the IBBI (Voluntary Liquidation Process) Regulations, 2017 are listed hereunder:

SL PAGE NO. IN COMPLIANCE AVERMENTS NO THE PETITION Declaration by way of an Section Affidavit from majority of Annexure-5 1. 59(3)(a) r/w the Directors dated 77-92 Reg 3(4) 18.09.2024 Audited Financial Section Annexure-6 2. Statements for the previous 59(3)(b)(i) 93-110 two years Section No assets except bank 3. NA 59(3)(b)(ii) balance. Hence, there is no

CP (IBC) / 312/ (CHE) 2025 In the matter of Magizham Nidhi Limited requirement to file valuation report. Special Resolution requiring the Company to be liquidated voluntarily and Section Annexure-7 4. appointing an insolvency 59(3)(c)(i) 111-112 professional within 4 weeks from the Declaration made under Section 59(3)(a) Approval of Resolution Proviso to passed under Section 59(3)(c) 5. Section by creditors (2/3rd in value) if NA 59(3)(c) any, within 7 days of the date of Resolution. Intimation to RoC & IBBI within 7 days from the date Annexure-10,11 6. Section 59 (4) of the Resolution dated 124-135 07.10.2024 & 03.10.2024 Form-A Public Announcement in the newspapers “Business Annexure-9 7. Regulation 14 Standard” (English) & 120-123 “Thamizh Murasu” (Tamil) dated 05.10.2024 Claim filed by Stakeholders Annexure-14 8. Regulation 30 under Chapter V of the 160-185 Regulations Filing of preliminary report Annexure-15 9. Regulation 9 dated 13.11.2024 186-192 Opening of bank account in the name of the Company by Annexure-16 10. Regulation 34 the words 'in liquidation' in a 193-201 Scheduled Bank

CP (IBC) / 312/ (CHE) 2025 In the matter of Magizham Nidhi Limited (16.12.2024 with A/c No. 924020072723547 at Axis bank –Maniyakaranpalayam Branch, Coimbatore) Proof of Closure of the above Bank Account and any other Annexure-18,19 11. account in the name of the 219-221 Company Proof of distribution within Annexure-20 12. Regulation 35 six months from the receipt 222-225 of realization Annexure-22 266-273 (There was a delay in completion of process within stipulated time period due to The date of completion of the delay in opening Liquidation process within 13. Regulation 37 and closing of 12 months from Liquidation liquidation bank Commencement date account and due to delay in realisation of liquidation funds into the liquidation bank account of the company.) Final report in GNL-2 filed Annexure-21 14. Regulation 38 with the ROC, IBBI 256-265 Form-H – Compliance Annexure-22 15. Regulation 38 certificate dated 22.09.2025 266-273

CP (IBC) / 312/ (CHE) 2025 In the matter of Magizham Nidhi Limited

16. It is submitted that upon completion of the liquidation process, the Final Report dated 18.08.2025 under Regulation 38, containing the necessary details is placed at Pg. No.256-265. The liquidation bank account was duly closed on 16.12.2024, and proof of closure has been placed on record. It is also submitted that Form-H dated 22.09.2025, certifying completion of the voluntary liquidation process, has been filed along with the present Application at Pg No.266-273.

17. The realization from the voluntary liquidation process as stated in the Petition is as follows:

18. It is stated that, after making various payments including liquidation costs paid in full and as per the provisions of Section 53(1) of IBC, 2016, the Liquidator distributed the funds among the shareholders as detailed below:

CP (IBC) / 312/ (CHE) 2025 In the matter of Magizham Nidhi Limited

19. Applicant submits that the Auditors certificate on receipts and payments pertaining to voluntary liquidation and the detailed extract is as follows:

CP (IBC) / 312/ (CHE) 2025 In the matter of Magizham Nidhi Limited

20. It is further submitted that there were no PUFE application pending in relation to the company in liquidation.

21. On considering the submissions made by the Learned Counsel for the Petitioner and after perusing the documents annexed to the Petition, we find that the affairs of the Company have been completely wound up and the assets of the Petitioner Company have been completely liquidated. As such the Petitioner Company deserves to be dissolved.

22. Accordingly, in exercise of the powers conferred under Section

59(8) of IBC, 2016, we order for the dissolution of Magizham Nidhi

Limited. The Petitioner Company is dissolved from the date of this order.

23. Regulation 31 of the IBBI Regulation prescribes that the liquidator shall preserve a physical or an electronic copy of the reports, registers and books of account referred to in Regulations 8 and 10 for at least eight

CP (IBC) / 312/ (CHE) 2025 In the matter of Magizham Nidhi Limited years after the dissolution of the Company, either with himself or with an information utility. However, no specific procedure has been laid down with respect to the preservation of the records of the company maintained prior to liquidation.

24. However, the provisions of section 347 of the Companies Act, 2013 provides that:

“(1) When the affairs of a company have been completely wound up and it is about to be dissolved, the books and papers of such company and those of the Company Liquidator may be disposed of in such manner as the Tribunal directs. (2) After the expiry of five years from the dissolution of the company, no responsibility shall devolve on the company, the Company Liquidator, or any person to whom the custody of the books and papers has been entrusted, by reason of any book or paper not being forthcoming to any person claiming to be interested therein.” 25. Thus, taking into consideration of the above said provision of the Act this Tribunal directs the liquidator to preserve the books and records and other papers of the company for eight years from the date of dissolution of the company.

26. 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.

CP (IBC) / 312/ (CHE) 2025 In the matter of Magizham Nidhi Limited

27. The Liquidator, Vasudevan Gopu, is discharged as the Liquidator of the Corporate Debtor. The RoC is directed to change the status of the Corporate Debtor as “Dissolved”.

28. In terms of the above, this CP(IBC)/312/(CHE)2025 is allowed.

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

CP (IBC) / 312/ (CHE) 2025 In the matter of Magizham Nidhi Limited