In the matter of Sambandam Dairy farm Private Limited

IN THE NATIONAL COMPANY LAW TRIBUNAL DIVISION BENCH – II, CHENNAI CP (IBC)/50 (CHE)2024 (Filed under Section 59 of the Insolvency and Bankruptcy Code, 2016) In the matter of M/S. SAMBANDAM DAIRY FARM PRIVATE LIMITED (VOLUNTARY LIQUIDATION)

SRIRAM PARTHASARATHY, Liquidator of Sambandam dairy farm Private Limited CIN no: U15100TZ1992PTC003700 Registered office at Kamarajnagar colony Salem Tamil Nadu 636014 … Petitioner

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

Present: For Applicant: R Inbaraju. Order Pronounced on 26th July 2024

1. This is a Company Petition filed by the Liquidator in relation to the Voluntary liquidation of M/s. Sambandam Diary Farm Private Limited with CIN:U15100TZ1992PTC003700, having registered office at Kamaraj Nagar

Colony Salem Tamil nadu 636014 within the RoC, Coimbatore, under

Section 59 of the Insolvency and Bankruptcy Code, 2016 (hereinafter referred to as “IBC, 2016”), seeking following reliefs a) Praying SAMBANDAM DAIRY FARM PRIVATE LIMITED (Under

Voluntary Liquidation) be dissolved;

b) Seeking direction that the books of accounts and other records and papers of CP (IBC) / 50 (CHE) 2024 In the matter of M/s. Sambandam Diary Farm Private Limited 1 of 8 the company prior to its winding up shall be preserved by the liquidator for eight years from the date of order of dissolution of the company in liquidation and given liberty to destroy them as they deem fit and proper after the said period.

2. It is submitted that SAMBANDAM DAIRY FARM PRIVATE LIMITED (In Voluntary Liquidation) (hereinafter referred to as the "Company" or "company in liquidation) was incorporated, under the provisions of Companies Act, 1956 under the name “Salem Sambandam Investments and Leasing Limited” on 25th March 1992. Name of the company was changed to "Sambandam Investment and Leasing Limited” with effect from 13.10.1992.

Subsequently name was changed to "Sambandam Dairy Farm Limited” with effect from 24.04.2020 and then converted to private company with effect from 25.10.2021 upon approval and changed its name to “Sambandam dairy farm private limited” with effect from 25.10.2021.

3. The Shareholding pattern of the Company as on 31.03.2022 as follows;

S.No Particulars Amount in INR 1 Authorized share capital 50,00,000 equity 5,00,00,000/-shares of Rs 19/- each 2 Issued, subscribed and Paid up share capital 1,20,00,000/- 12,00,000 equity shares of Rs 10/- each

4. It is submitted that Company was originally carrying non-deposit NBFC business, based on the revised regulatory framework issued for NBFC in the year 2015 company has to maintain Rs 2.00 Crores as Net owned Fund to CP (IBC) / 50 (CHE) 2024 In the matter of M/s. Sambandam Diary Farm Private Limited 2 of 8 carry on NBFC business which was not possible by the company to comply with, after which the company changed its objects and was carrying out the dairy farm business, it was submitted that due to increase in the cost of maintance of cows in extra ordinary general meeting held on 12.01.2022 decided to close the dairy farm business.

5. It is submitted that on 23.01.2023 Resolution was passed by the directors of the of the company for voluntary winding up of the company as per the provisions of Section 59 of the Insolvency and Bankruptcy Code, 2016 and passed the same as resolution in majority and appoint the Applicant herein to act as a liquidator for conducting voluntary liquidation process under

Section 59 of IBC, 2016.

6. It was submitted that the Applicant herein has conducted the Voluntary

Liquidation process in respect of the Company in accordance with the IBBI (Voluntary Liquidation Process) Regulations, 2017. The details 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 Board Meeting approving voluntary 83– 89 of 1 Sec. 59 (3) liquidation dated 23.01.2023 the Petition Sec. 59 (3) Audited Financial statements for the 2 45-50 (b) (i) years ending March 31st of 2021 & 2022 Audited Balance Sheet for the years 51 – 53of ending March 31st of 2020 &2021 the Petition Sec 59 (3) (c) EGM dated 25.02.2023 approving the 103-115 of 3 and initiation of voluntary liquidation and the Petition Reg 3(1)(c) appointment of the Liquidator

CP (IBC) / 50 (CHE) 2024 In the matter of M/s. Sambandam Diary Farm Private Limited 3 of 8

Section 59 Declaration of solvency filed with ROC 41 of the 4 (4) and Reg in Form GNL-2 Petition 3 (2) Intimating Board Resolution and Section 59 Special Resolution for voluntary 116-118 of 5 (4) and Reg liquidation passed by shareholders in the Petition 3 EGM vide Form MGT-14. Form-A Public Announcement in Regulation Times of India (English) dated 126-130 of 6 14 27.02.2023 and Hindu Tamil (Tamil) the Petition dated 27.02.2023. Section 178 Intimation of Voluntary Liquidation 140 of the 7 of IT Act, process to the Income Tax Department Petition 1961 dated 27.02.2023. 135-139 of 9 Reg 9 Preliminary report dated 05.04.2023. the Petition Closure of Liquidation Bank Account Reg34 of ICICI Bank on 21.12.2023. the petition 152-155 of 11 Reg 38 Filing Final report dated 20.02.2024. the Petition Page 159- Updated Form-H – Compliance 14 Reg 38 166 of the certificate dated 19.02.2024. petition

7. It is submitted that there are no stakeholders and no claims have been received, It is submitted that there were no fixed assets to be sold and realized except the bank balances of the company. The realization and distribution as per the provisions of Section 53(1) of IBC, 2016 is extracted hereunder,

CP (IBC) / 50 (CHE) 2024 In the matter of M/s. Sambandam Diary Farm Private Limited 4 of 8

8. Vide order dated 01.05.2024 Applicant was directed to submit the audited balance sheets for the financial year 2022-2023, and was directed to clarify on unclaimed undistributed amount. The compliance has been filed on 13.05.2024. It was clarified that unclaimed amount of Rs 52,362 was deposited into the corporate voluntary Liquidation account No

2254005800000015 on 09.11.2023. In Form G annexed in the application

Details of the stakeholders who are entitle for undistributed proceeds are given as follows which was not claimed,

9. IBBI circular No IBBI/LIQ/027/2020 states about Deposit of unclaimed dividends and / or undistributed proceeds of liquidation process in accordance with regulation 46 of the Insolvency and Bankruptcy Board of India (Liquidation Process)

Regulations, 2016. Regulation 46 of the Regulations, the IBBI has opened a separate bank account for deposit of unclaimed dividends and/or undistributed proceeds of liquidation processes. And on Perusal of records it is found that the unclaimed amount has been deposited to the said account.

CP (IBC) / 50 (CHE) 2024 In the matter of M/s. Sambandam Diary Farm Private Limited 5 of 8

10. Details of Distribution to Stakeholders as per section 52 or 53 of the code is given as follows

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

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12. It is averred that there were no PUFE applications pending in relation to the liquidation company and Form H compliance certificate shows the same as below,

13. 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.

14. Accordingly, in exercise of the powers conferred under Section 59(8) of IBC, 2016, we hereby order the dissolution of M/s. Sambandam Diary Farm

Private Limited and the Applicant Company shall stand dissolved from the date of this order. Accordingly, the Company Petition CP (IBC) / 50 (CHE)

2024 stands Allowed further it is directed that the books of accounts and other records and papers of the company prior to its winding up shall be preserved by the liquidator for eight years from the date of order of dissolution of the company.

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15. 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)

CP (IBC) / 50 (CHE) 2024 In the matter of M/s. Sambandam Diary Farm Private Limited 8 of 8