In the matter of SPI Finance and Investments Private Limited

IN THE NATIONAL COMPANY LAW TRIBUNAL DIVISION BENCH – II, CHENNAI CP (IBC) / 6(CHE) /2024 (Filed under Section 59 of the Insolvency and Bankruptcy Code, 2016 r/w IBBI (Voluntary Liquidation Process) Regulations, 2017) In the matter of M/S. SPI FINANCE AND INVESTMENTS PRIVATE LIMITED (UNDER LIQUIDATION) Ms. Chitra Perinkulam Ragavan, Liquidator of M/s. SPI Finance and Investments Private Limited, Having its registered office at No.3, First Floor, Subba Rao Avenue, Chennai, Tamil Nadu, India – 600 006 … Petitioner CORAM SHRI JYOTI KUMAR TRIPATHI, MEMBER (JUDICIAL) SHRI RAVICHANDRAN RAMASAMY, MEMBER (TECHNICAL) Present: For Petitioner: Mr. Avinash Krishnan Ravi, Advocate Order Pronounced on 11th December 2024

(Hearing Conducted through Hybrid Mode) 1. This is a Company Petition filed by the Liquidator, conducting the Voluntary Liquidation of M/s. SPI Finance and Investments Private Limited, an unlisted Private Company limited by shares with CIN:

U65990TN2020PTC134234 having registered office at No 3, First Floor, 2nd

Street, Subba Rao Avenue, College Road, Chennai, Tamil Nadu, India -

600006, within the jurisdiction of 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 04.02.2020 as under the provisions of the Companies Act, 2013. The main object of the Company is to carry on the business of financing leasing, hire purchase, lending, advancing money through various channels including digital channels or give credit on any terms or mode with or without security to any individual, firm, Limited Liability Partnership, body corporate or any other entity. 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.2,10,00,000/- (Rupees two crore and ten lakhs) divided into 21,00,000 shares of Rs.10/- each and the Issued Paid Up capital is Rs.2,10,00,000/- (Rupees two crore and ten lakhs) divided into 21,00,000 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. However the company could not commence its business as the application made by the company for NBFC registration to RBI under Section 41-IA of RBI Act, 1934 was rejected. As the management of the company did not have any further plan to carry on any business it was decided during the January 2021 to wind up the affairs of the company.

6. It is submitted that a Board meeting dated 12.01.2021 was held to consider winding up of the affairs of the company through voluntary

CP (IB) / 6 (CHE) / 2024 In the matter of Voluntary Liquidation of M/s. SPI Finance and Investments Private Limited (Under Liquidation) 2 of 9 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 05.02.2021 wherein it was resolved to conduct the voluntary liquidation and appoint Mrs. Chitra Perinkulam Ragavan, as a liquidator for the same under Section 59 of IBC, 2016.

8. The subject Corporate Company is a closely held private entity and there are only 2 shareholders. The shareholding structure as on 31.12.2020 is as follows,

S. No Details of the Shareholder No. of Total Shares held 1 Kiren Reddy M 20,99,999 (~ 100%) 2 Balakrishnan P R 1 9. It is submitted that the total liabilities and assets of the company undergoing voluntary liquidation as on 05.02.2021 and same is extracted as follows,

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10. It is submitted that, 3 Claims have been received during the Voluntary

Liquidation Process. 2 Claims from the Shareholders. 1 Claim from the Statutory Auditor of the company for the service rendered.

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

12. This Tribunal vide order dated 12.09.2024 raised the following queries as extracted,

13. On 07.10.2024 the applicant vide memo filed the necessary annexures and clarified the queries as follows,

 The liabilities reflected in the last audited balance sheet pertain to FY

CP (IB) / 6 (CHE) / 2024 In the matter of Voluntary Liquidation of M/s. SPI Finance and Investments Private Limited (Under Liquidation) 4 of 9 ending on 31.12.2020 and liabilities discussed in the Preliminary report explains the position as on liquidation commencement date.

14. The details of 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) 46 - 55 of the 1. for the years ending March 31st of 2020, (i) Petition and December 31st 2020 Sec 59 (3) (c) EoGM dated 05.02.2021 approving the 63 - 65 of the 2. and initiation of the voluntary liquidation and Petition Reg 3(1)(c) appointment of the Liquidator 1 - 6 of the Section 59 (4) Declaration of solvency verified by the 3. memo dated and Reg 3 (2) Affidavit by majority directors 26.01.2024 Intimating Board Resolution and Special Section 59 (4) Resolution for voluntary liquidation 66 - 67 of the 4. and Reg 3 passed by shareholders in EoGM to RoC Petition and IBBI Form-A Public Announcement in Trinity 75 - 76 of the 5. Regulation 14 Mirror (English) and Malai Malar (Tamil) Petition dated 06.02.2021. Intimation of Voluntary Liquidation Section 178 of 68 of the 6. process to the Income Tax Department IT Act, 1961 Petition dated 06.07.2022 91 - 93 of the 7. Reg 9 Preliminary report dated 10.03.2021 Petition Closure of Bank Account bearing No. Page 5 of the 8. Reg34 687109957 of Indian Bank located at Peters Memo Road branch, Chennai dated 14.03.2021 Opening and Closure of Liquidation Bank Account bearing No. 1250135000008413 of 119 – 121 of 9. Reg34 Karur Vysya Bank located at Teynampet the petition Branch, Chennai 109 - 112 of 10. Reg 38 Final report dated 03.11.2023 the Petition

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Form-H – Compliance certificate dated 127 - 135 of 11. Reg 38 03.01.2024 the Petition 113 – 118 of 12. Reg 38 Intimation to RoC and IBBI the Petition 15. The cash balances available with the company bank account and Income Tax returns realized formed the Liquidation estate and the same 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 Stakeholders is found at Page 121 of the petition. It is observed that the distribution to the stakeholders happened during June 2021, whereas the Final report along with Form H was submitted in 30.11.2023. The delay in completing the Voluntary Liquidation

Process was due to delayed refund of TDS related to Income Tax return.

18. The Independent Auditor, Subramaniam Aneetha vide a report dated

29.10.2023 audited the Receipts and Payments for the entire period of Voluntary liquidation and the same 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 (IB) / 6 (CHE) / 2024 In the matter of Voluntary Liquidation of M/s. SPI Finance and Investments Private Limited (Under Liquidation) 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. SPI Finance and Investments Private Limited and the Subject Company shall stand dissolved from the date of this order.

22. Therefore, the Company Petition CP(IB)/ 6(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)

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