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In the matter of Sastra Robotics India Private Limited

National Company Law Tribunal29 October 2025

Ratio decidendi

The rule this decision rests on

The Tribunal's reasoning rests on the following principles. Where the liquidator has complied with the requirements of the Insolvency and Bankruptcy Code, 2016 and the IBBI (Voluntary Liquidation Process) Regulations, 2017 in the voluntary liquidation of a corporate person, including the declaration of solvency, the special resolution, the public announcement and admission of claims, the distribution of realised assets in accordance with the statutory order of priority, the filing of the final report and audited accounts of liquidation, and the obtaining of no-objection certificates from the tax authorities, and where the records disclose no material irregularity, no non-compliance, and no avoidance transactions under sections 43, 45, 50 or 66, the Tribunal may approve the voluntary liquidation and order the dissolution of the corporate person under section 59 of the Code, with effect from the date of its order. Upon such approval, the liquidator is required to file a copy of the order with the Registrar of Companies and the Insolvency and Bankruptcy Board of India within the period prescribed by section 59(7) to (9), and to preserve the records of the liquidation in accordance with Regulation 41 of the Voluntary Liquidation Process Regulations, 2017.

Written by Miss Lucy from the judgment below, not taken from a headnote.

Judgment

As delivered

IN THE NATIONAL COMPANYLAW TRIBUNALKOCHI BENCHCP (IBC)/24/KOB/2025(Under Section 59(7) of the Insolvencyand Bankruptcy Code, 2016)Date ofInstitution:07.08.2025Orderdeliveredon:29.10.2025In the matter of:Sastra Robotics India Private LimitedMEMO OF PARTIES:Mr. Madhusudhanan.E.P.,Liquidator,Reg no. IBBI/lPA-002/1P-N01163/2021-2022/13856,Sastra Robotics India Private Limited(CIN: U31900KL2013PTC034784)Embram Madam, Nettoor. P.O., Ernakulam -682040...PetitionerCoram:HON'BLE MEMBER (JUDICIAL) SHRI. VINAYGOELHON'BLE MEMBER(TECHNICAL) SMT. MADHU SINHAAppearances:For the Petitioner: Mr. Sankar.P.Panicker,Adv.:Mr. Madhusudhanan. E.P., Liquidator.For the ROC : Authorized Representative ofROC.KOCHI BENCHIn thematterofSastra Robotics India PrivateLimited

ORDER Per Coram: 1. This Company Petition has been filed under Section 59 of the Insolvency & Bankruptcy Code, 2016, in the matter of Sastra Robotics India Private Limited, through the Liquidator, Mr. Madhusudhanan. E. P, for dissolution of the Corporate Person through voluntary liquidation process. The Corporate Person has completed the requisite formalities and procedures for liquidation in compliance with the extant Rules and Regulations and has filed this petition. 2. The Petitioner has come with the fact that the corporate person was incorporated on 19.08.2013, with corporate Identification number: U31900KL2013PTC034784. The main objects of the company, as per the Memorandum ofAssociation,are reproduced as under:

a. Todo thebusinessofdesigning, developing, manufacturing,purchasing, selling robots and roboticequipment, appliances, alliedproductsand software. b. Todothebusiness ofdesigning, developing, and manufacturing electronicdevicesand products. c. TodevelopAndroid-basedsoftware,programs, and applications, 3. The Petitioner stated that the Board of Directors has considered all possible options to revive the operations of the Company. However, since the Companyis not carrying on any business and has no plans to undertake any business in the future, the Board has decided to wind up the affairs of Sastra Robotics India Private Limited through voluntary liquidation. The Board of Directors, in their meeting held on 28.11.2024, approved the proposal for voluntary liquidation ofthe Companyunder Section 59 of IBC, 2016, subject to the approval ofthe members ofthe Company.

IN THE NATIONAL COMPANYLAWTRIBUNAL KOCHI BENCH In thematterofSastra Robotics India PrivateLimited 4. As required under the provisions of Section 59 (3) (a) & (b)of IBC, 2016, all the directors of the Company had made a Declaration of Solvency on 15.11.2024 and 28.11.2024.

5. The declaration by all the Directors along with audited financial statements of the Company for the previous two years was filed with the Registrar of Companies, Kerala, and a report ofthevaluation ofthe assets ofthe company prepared by a registered valuer was filed with the Registrar of Companies, Kerala in form MGT14 vide SRN: AB2285712. 6. The members of the Company/Corporate Person, in its Extraordinary General Meeting held on 23.12.2024, passed a Special Resolution under Section 59 of the Insolvency and Bankruptcy Code, 2016, read with the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 (Regulations), to liquidate the Company voluntarily and appointed Mr. CS Madhusudhanan. E.P., an Insolvency Professional having IBBI Registration No. IBBI/1PA-002/lP-N01163/2021-2022/13856, as liquidator. 7. The Liquidator, immediately after his appointment, made a public announcement in Form-A on 27.12.2024 in two newspapers, Indian Express (Kochi Edition) & Deepika (Kochi Edition), seeking stakeholder claims, if any, within 30 days from the date of commencement of liquidation. The public announcement was simultaneously submitted to the Insolvency and Bankruptcy Board of India (IBBI) to place the same on its website, and the same was published on the IBBI website.

IN THE NATIONAL COMPANY LAWTRIBUNAL KOCHI BENCH In thematter ofSastra Robotics IndiaPrivateLimited 8. The Liquidator intimated the commencementofliquidation and appointment of the Liquidator to the Income Tax Department and GST Department vide letter dated 28.02.2025, seekingtheir claims, ifany,against the company. 9. The commencement of liquidation and appointment of liquidator was intimated to the Registrar of Companies, Ernakulam, in e-Form MGT-14 bearing SRN AB2285712 dated 28.12.2024. 10. The Liquidator stated that he has verified the claims submitted by the stakeholders with the relevant books of accounts and other records of the Companyand had sent the intimation letter on the admission or rejection of the claim to all the stakeholders who had submitted their claim. The list of stakeholders in accordance with Regulation 30 of IBBI (Voluntary Liquidation Process) Regulations, 2017 ("Regulation"), on the basis of the proof ofclaims submitted bythe stakeholders is as follows: Total claim Admitted Rejected Nature of NO. of amount Claim Claim Creditor claims received Amount Amount Operational Creditors 4326,326- Employees/ 6 Workmen Govemment Dues Financial 5 Creditors 79.06,OS4.OO Total 19

11. The Liquidator opened a Bank Account of the Company with the name "Sastra Robotics India Private Limited in Voluntary Liquidation" with DBS Bank Limited, Ernakulam (Cochin) Branch.

IN THE NATIONAL COMPANYLAWTRIBUNAL KOCHI BENCH InthematterofSastra Robotics India PrivateLimited 12. In accordance with Regulation 9 ofthe IBBI (Voluntary Liquidation Process) Regulations, 2017, the Liquidator submitted the Preliminary Report to the Companyon 06.02.2025. 13. The Liquidator has sent a letter to the Goods and Service Tax Department requesting to issue a No Objection Certificate in proceeding with the Voluntary Liquidation ofthe Company, and in response to the said letter, the GST Department had, vide its letter No 165/TKKR/2025 Dt. 23.04.2025, issued No Objection in proceeding with the Voluntary Liquidation of the Company. 14. The Liquidator stated that outofthe total assets ofthe Companyamounting to Rs. 1,32,89,681.89, certain items comprising old and obsolete furniture, fixtures, and electrical fittings valued at Rs. 5,33,556.26, as per the valuation carried out by a Registered Valuer, were assigned to two shareholders who had expressed interest in acquiring the said assets on an "as is where is", "as is whatever is", "as is however is", and "no recourse against others" basis, after setting off the consideration against amounts payable by them to the Company; the transaction was undertaken in order to expedite the completion of the voluntary liquidation process and to avoid incurring additional costs ofpublic announcement. 15. As per Regulation 34, the liquidator distributed the proceeds from the realization ofassets ofthe company in the following manner: i. Liquidation costs amounting to Rs. 4,39,294/- (Rupees Four Lakhs thirty nine thousand two hundred and ninety four Only) were settled in full. ii. Claims submitted by workmen and employees amounting to Rs. 25,81,716/- (Twenty five Lakhs eighty one thousand seven hundred and sixteen Only) were distributed and settled in full.

IN THE NATIONAL COMPANY LAWTRIBUNAL KOCHI BENCH In thematterofSastra Robotics IndiaPrivateLimited iii. GST Dues amounting to Rs. 1,75,462/- (Rupees One Lakhs Seventy Five Thousand four hundred and Sixty two Only) was paid and settled in full. iv. Claims submitted by the operational creditors amounting to Rs. 4,26,326/-(Rupees Four Lakh Twenty Six Thousand Three hundred and Twenty Six Only) were distributed and settled in full. V Financial Creditors, including Unsecured interest-free loan advanced by the Directors of the Company amounting to Rs. 79,06,054/- (Rupees Seventy Nine Lakhs Sixty-six Thousand and fifty four Only) were distributed and settled in full. vi. Balance amountwere distributed to the contributories at the rateof9.51 times oftheir value ofinvestment in the Companyin the following manner:

Sl Tranche Amount (In No Rs) First Tranche : 9051 1155,103.63 Total 9.51

16. The Liquidator stated that as there was no unclaimed dividend and no undistributed proceeds to be deposited to IBBI, the Corporate Voluntary Liquidation Account and hence Form G has not been submitted to IBBI in accordance with Regulation 39(5) ofthe Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017. 17. The Liquidator had submitted the Final Report, along with the audited accounts of liquidation, showing receipts and payments pertaining to liquidation since the liquidation commencement date, prepared in accordance with Regulation 38 with the Registrar ofCompanies, Kerala, in e-

IN THE NATIONAL COMPANY LAWTRIBUNAL KOCHI BENCH In thematterofSastra Robotics India PrivateLimited Form GNL-2, and to IBBI via email.The Form H compliance affidavit has been produced as Annexure O and is reproduced as follows:

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18. The Liquidator has closed the liquidation account subsequent to the payment to creditors and members of the company, and the bank closure letter has been produced as Annexure R. 19. The Liquidator stated that the affairs of the Corporate Person have been completely wound up and its assets have been completelyliquidated. 20. The Liquidator stated that he has sent a letter to the Income Tax Department requesting a No Objection Certificate (NOC) for proceeding with the voluntary liquidation of the Company, and in response to the letter, the Department, vide its letter No. ITBA.COM/F/17/2025-26/1078726934(1) dated 21.07.2025, issued a No Objection for proceeding with the voluntary liquidation.

IN THE NATIONALCOMPANY LAWTRIBUNAL KOCHI BENCH InthematterofSastra Robotics India PrivateLimited 21. We have heard the arguments of the learned Liquidator and perused the entire case records/documents. Upon verification of the documents produced, have noticed thatthe affairs ofthe Corporate Person have been we completely wound up, and its assets were liquidated in accordance with the relevant provisions of the IBBI (Voluntary Liquidation Process), 2017. The Petitioner has annexed the final report along with the audited accounts of liquidation, showing receipts and payments pertaining to liquidation, certifying the realisation of assets during the liquidation, distribution to stakeholders, compliance with timelines,and further certifying thatthere are no deviations or non-compliance of any provisions, rules and regulations of the Insolvency and Bankruptcy Code, 2016. Further certified that there are no avoidance transactions under section 43, 45, 50, or 66 of the Insolvency and Bankruptcy Code,2016 and also certified that all the assets of the corporate person have been disposed of, the debts of the corporate person have been discharged to the satisfaction ofthe creditors and further certified that there is no pending litigation, and Income Tax Department and GST Departmenthave issued no due certificate. Form H to exhibit due compliance is also annexed as Annexure O along with the Liquidator's final report. We find no material irregularity in such compliances, which may put any legal impediment to grant the reliefs sought for, and we are satisfied with the clarification memo submitted by the Applicant in response to the clarification sought by this Adjudicating Authority. Hence, we are of the considered opinion that the Corporate Person may be voluntarily liquidated so as to get it dissolved. 22. In light of the aforesaid discussions, this Tribunalapproves the voluntary liquidation and dissolution of the Corporate Person and orders that Sastra

IN THE NATIONALCOMPANY LAWTRIBUNAL KOCHI BENCH Inthematter ofSastra Robotics India PrivateLimited Robotics India Private Limited (CIN: U31900KL2013PTC034784), the Corporate Person, shall stand dissolved from the date of this order. The Liquidator is directed to file a copy of this order with the Registrar of Companies, Kerala, and also the Insolvency and Bankruptcy Board of India within fourteen days from the date ofthis order in compliance with Section 59 (7) to (9) ofthe Insolvency and Bankruptcy Code, 2016. 23. The Liquidator is further directed to strictly comply with Regulation 41, IBBI (Voluntary Liquidation Process) Regulations, 2017, with regard to the preservation of records in respect of the voluntary liquidation of the corporate person. 24. Accordingly, this CP(IBC)/24/KOB/2025stands allowed and disposed of. 25. The Registry is directed to send e-mail copies of this order forthwith to all the parties and their Learned Counsels for information and for taking necessary steps. 26. An urgent certified copy of this order, if applied for, be issued upon compliance with all requisite formalities. 27. Filebe consigned to records.

MADHU SINHA VINAYGOEL (MEMBER TECHNICAL) (MEMBER JUDICIAL) Signed on this the 29th day ofOctober, 2025.

Cen ed 'e T'" Copy-

Dep Registrar *'otionaf Company Law Trfbuna/ Koch!Rench

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