Authority: National Company Law Tribunal, Division Bench - I, Chennai

Order Date: 18th June, 2026

Case Overview

The National Company Law Tribunal (NCLT) Chennai heard a winding up petition (CP(CA)/115(CHE)/2025) filed by Mr. U. Krishnakumar, a 75% shareholder and contributory of Kadal Holdings Private Limited (CIN: U67100TN2007PTC063999), against The Registrar of Companies, Chennai. The petition was filed under Sections 271 & 272 of the Companies Act, 2013 seeking winding up of the company.

Kadal Holdings was incorporated on 18th June, 2007 with registered office at No.17, 19th Avenue, Ashok Nagar, Chennai–600083. The company had an authorized share capital of ₹25,00,000 divided into 2,50,000 equity shares of ₹10 each, and paid-up capital of ₹1,00,000 divided into 10,000 equity shares. The shareholding pattern showed Mr. U. Krishnakumar holding 7,500 shares (75%) and Mr. T. Ulagaratchagan holding 2,500 shares (25%).

The company ceased operations around 2011 due to the advancing age and health issues of Mr. T. Ulagaratchagan who managed day-to-day operations. The company failed to file annual returns and financial statements with the RoC since 2011. Consequently, the RoC issued a show cause notice under Section 248 of the Companies Act, 2013 and eventually struck off the company's name from the register on 5th July, 2017.

The petitioner argued that the company had no employees, secured creditors, statutory dues, or tax liabilities, and had never availed loans from banks or financial institutions. The company's only assets were investments in mutual funds valued at ₹77,66,403 as per the last filed balance sheet (31st March, 2011). The other shareholder had consented to winding up through an affidavit.

However, the RoC's report (S.R. No. 347 dated 29th January, 2026) raised concerns that the company's objects as per Memorandum of Association fell under NBFC activities, but no NBFC registration certificate from RBI was produced. The RoC also noted that the last filed balance sheet showed unsecured loans of ₹52,50,000 and current liabilities of ₹39,22,022, details of which were not provided by the petitioner.

The Tribunal observed that while the company had defaulted in filings for over 13 years (well beyond the 5-year threshold under Section 271(1)(d)), the NBFC aspects and undisclosed liabilities required verification before passing a final winding up order.

Final Outcome

The NCLT admitted the petition and initiated winding up proceedings. Mrs. Chitra Perinkulam Ragavan (IBBI Reg. No: IBBI/IPA-002/IPN00720/2019-2020/12558, email: chitraprc@yahoo.com) was appointed as provisional liquidator with limited powers to: (a) take charge of company property and effects; (b) prepare Statement of Affairs; (c) verify assets, liabilities and financial position; (d) examine possible NBFC activities and regulatory compliance requirements; and (e) submit a report with findings within 45 days.

The petitioner was directed to pay ₹1,00,000 to the provisional liquidator towards expenses, to be adjusted against recovered assets. The liquidator must file Form WIN 10 declaration within 7 days. Directors and officers must submit audited books of accounts and assist the liquidator. The Registry was directed to send copies to RoC and notify the liquidator in Form WIN 9. The petitioner must publish notices in English and vernacular newspapers within 14 days. The matter is listed for compliance on 19th August, 2026.

Topics: Corporate Insolvency, NCLT Proceedings, NBFC Compliance