Madrasdated High Court · 2025

OSA Nos. 56 & 59 of 2025High Court of Madras, As the Liquidator of Zylog Systems (India) Ltd, (In Liquidation)3.Ifin Securities Finance Limited(Formerly Incorporated as Narayanan Sriram Investments Pvt. Ltd) A company incorporated under The Companies Act 1956 having its registered office at Continental Chamber III Floor, 142, Mahatma Gandhi Road, Nungambakkam, Chennai - 034, Rep. by its Asst. Vice President, K. Ramanathan.Respondent(s)CMP No. 14172 of 20251. Chidambara BandigediS/o. Late Ramanatha B, Res. at Shri Chakra Kripa, Near Campco, Belthangady, Karnataka.2.P. KarthikeyanS/O. Perumal, No.84, Opp. Selva Vinayagar Koil, Natraj Nagar, Madurai, Tamil Nadu.3.Mahableshwar HegdeS/o. Shreepada Hegde, Res. at B 108, Sobha Opal, 39th Cross, 4th Block, Jayanagar, Bangalore - 041.Appellant(s)Vs https://www.mhc.tn.gov.in/judis OSA Nos. 56 & 59 of 20251. The Administrator(as appointed by this Honble Court) Zylog Systems Limited, No.155, Thiruvalluvar Salai, Kumaran Nagar, Sholinganallur, Chennai - 119.2.Zylog Systems LimitedHaving its registered office at No.155, Thiruvalluvar Salai, Kumaran Nagar, Sholinganallur, Chennai - 119.3.R. RamachandranS/o. R. Narayanaswamy Iyer, 101, New Saraswathi CHS Ltd, Trimurti Marg, Chunabhatti (East) Mumbai - 022.4.The Official LiquidatorHigh Court, Madras, as the Liquidator of M/z. Zylog Systems Limited.5.Ifin Securities Finance Lilmited(formerly incorporated as Narayan Sriram Investments Pvt Ltd) A company incorporated under the companies Act, 1956, Having its registered office at Continental Chamber, III Floor, 142, Mahatma Gandhi Road, Nungambakkam, Chennai - 034, Rep. by its Asst. Vice President K. Ramanathan.Respondent(s)CMP No. 3952 of 20251. The Administrator(as appointed by this Honble Court) M/s. Zylog Systems Limited, No.155, https://www.mhc.tn.gov.in/judis OSA Nos. 56 & 59 of 2025Thiruvalluvar Salai, Kumaran Nagar, Sholinganallur, Chennai - 119.2.Zylog Systems LimitedHaving its registered office at No.155, Thiruvalluvar Salai, Kumaran Nagar, Sholinganallur, Chennai - 119.Appellant(s)Vs1. R. RamachandranS/o. R. Narayanaswamy Iyer, 101, New Saraswathi CHS Ltd, Tirmurti Marg, Chunabhatti (East), Mumbai - 022.2.The Official LiquidatorHigh Court of Madras, As the Liquidator of Zylog Systems (India) Ltd, (In Liquidation)3.Ifin Securities Finance Limited(Formerly Incorporated as Narayanan Sriram Investments Pvt. Ltd) A company incorporated under The Companies Act 1956 having its registered office at Continental Chamber III Floor, 142, Mahatma Gandhi Road, Nungambakkam, Chennai - 034, Rep. by its Asst. Vice President, K. Ramanathan.Respondent(s)CMP No. 4056 of 20251. The Administrator(as appointed by this Honble Court) https://www.mhc.tn.gov.in/judis OSA Nos. 56 & 59 of 2025M/s. Zylog Systems Limited, No.155, Thiruvalluvar Salai, Kumaran Nagar, Sholinganallur, Chennai - 119.2.Zylog Systems LimitedHaving its registered office at No.155, Thiruvalluvar Salai, Kumaran Nagar, Sholinganallur, Chennai - 119.Appellant(s)Vs1. Vilasrao Manikra GhorpadeS/o. Manikrao Venkatrao Ghorpade Matoshree Nivas, AT/Post Mahullu, Mahuli, Sangli 4135310 Maharashtra2.The Official LiquidatorHigh Court of Madras, As the Liquidator of Zylog Systems (India) Ltd, (In Liquidation)3.Ifin Securities Finance Limited(Formerly Incorporated as Narayanan Sriram Investments Pvt. Ltd) A company incorporated under The Companies Act 1956 having its registered office at Continental Chamber III Floor, 142, Mahatma Gandhi Road, Nungambakkam, Chennai - 034, Rep. by its Asst. Vice President, K. Ramanathan.Respondent(s)CMP No. 10915 of 20251. R.Ramachandran, https://www.mhc.tn.gov.in/judis OSA Nos. 56 & 59 of 2025S/o.Late N.Rajagopalan Iyer, 101, New Saraswati CHS Ltd., Trimurti Marg, Chunabhatti (East), Mumbai- 400022, Maharashtra.Appellant(s)Vs1. The Administrator,Zylog Systems Limited, No.155, Thiruvalluvar Salai, Kumaran Nagar, Sholinganallur, Chennai - 600 119.2.Zylog Systems Limited,No.155, Thiruvalluvar Salai, Kumaran Nagar, Sholinganallur, Chennai - 600 119.3.The Official Liquidator,High Court of Madras, Prov.Liquidator, M/s.Zylog Systems Limited.4.IFIN Securities Finance Limited,(Formerly incorporated as Narayanan Sriram Investments Pvt.Ltd.,) Continental Chambers, III Floor, 142, Mahatma Gandhi Road, Numgambakkam, Chennai- 600 034 Rep. by its Asst.Vice President, K.Ramanathan,Respondent(s)CMP No. 14170 of 20251. Chidambara BandigediS/o. Late Ramanatha B, Res. at Shri Chakra Kripa, Near Campco, https://www.mhc.tn.gov.in/judis OSA Nos. 56 & 59 of 2025Belthangady, Karnataka.2.P. KarthikeyanS/O. Perumal, No.84, Opp. Selva Vinayagar Koil, Natraj Nagar, Madurai, Tamil Nadu.3.Mahableshwar HegdeS/o. Shreepada Hegde, Res. at B 108, Sobha Opal, 39th Cross, 4th Block, Jayanagar, Bangalore - 041.Appellant(s)Vs1. The Administrator(as appointed by this Honble Court) Zylog Systems Limited, No.155, Thiruvalluvar Salai, Kumaran Nagar, Sholinganallur, Chennai - 119.2.Zylog Systems LimitedHaving its registered office at No.155, Thiruvalluvar Salai, Kumaran Nagar, Sholinganallur, Chennai - 119.3.R. RamachandranS/o. R. Narayanaswamy Iyer, 101, New Saraswathi CHS Ltd, Trimurti Marg, Chunabhatti (East) Mumbai - 022.4.The Official LiquidatorHigh Court, Madras, as the Liquidator of M/z. Zylog Systems Limited.5.Ifin Securities Finance Lilmited https://www.mhc.tn.gov.in/judis OSA Nos. 56 & 59 of 2025(formerly incorporated as Narayan Sriram Investments Pvt Ltd) A company incorporated under the companies Act, 1956, Having its registered office at Continental Chamber, III Floor, 142, Mahatma Gandhi Road, Nungambakkam, Chennai - 034, Rep. by its Asst. Vice President K. Ramanathan.Respondent(s)OSA No. 59 of 20251. The Administrator(as appointed by this Honble Court) M/s. Zylog Systems Limited, No.155, Thiruvalluvar Salai, Kumaran Nagar, Sholinganallur, Chennai - 119.2.Zylog Systems LimitedHaving its registered office at No.155, Thiruvalluvar Salai, Kumaran Nagar, Sholinganallur, Chennai - 119.Appellant(s)Vs1. Vilasrao Manikra GhorpadeS/o. Manikrao Venkatrao Ghorpade Matoshree Nivas, AT/Post Mahullu, Mahuli, Sangli 4135310 Maharashtra2.The Official LiquidatorHigh Court of Madras, As the Liquidator of Zylog Systems (India) Ltd, (In Liquidation) https://www.mhc.tn.gov.in/judis OSA Nos. 56 & 59 of 20253.Ifin Securities Finance Limited(Formerly Incorporated as Narayanan Sriram Investments Pvt. Ltd) A company incorporated under The Companies Act 1956 having its registered office at Continental Chamber III Floor, 142, Mahatma Gandhi Road, Nungambakkam, Chennai - 034, Rep. by its Asst. Vice President, K. Ramanathan.Respondent(s)OSA No. 56 of 2025PRAYERTo set aside the impugned common Judgment passed by the Learned Judge in Comp A.No.128/2019 in CP.NO.372/2013 dated 18-10-2024CMP No. 14172 of 2025PRAYERTo permit the petitioners to intervene in OSA No.56 of 2025 and place the affidavit and documents filed along with the affidavit before this Honble Court.CMP No. 3952 of 2025PRAYERInterim Stay of the effect, implementation and operation of the Impugned Common Judgement passed by the Learned Single Judge in Comp A.No.128/2019 in CP.No.372/2013 dated 18-10-2024 until disposal of the main OSACMP No. 4056 of 2025PRAYERTo Interim Stay of the effect, implementation and operation of the Impugned Common Judgement passed by the Learned Single Judge in Comp A.No.128/2019 in CP.No.372/2013 dated 18-10-2024 until disposal of the main OSA https://www.mhc.tn.gov.in/judis OSA Nos. 56 & 59 of 2025CMP No. 10915 of 2025PRAYERTo direct the Central Government to order the SERIOUS FRAUD INVESTIGATION OFFICE (SFIO), Chennai to conduct an investigation into the affairs of the 2nd Respondent Company and its subsidiaries and take action as per law and file a Report in this Honourable Court, within a time frame to be fixed by this Honourable Court.CMP No. 14170 of 2025PRAYERTo direct investigation by SFIO into the affairs of Zylog Systems Limited the company in provisional liquidation and its subsidiaries and thereby render justice.OSA No. 59 of 2025PRAYERTo set aside the impugned common Judgement passed by the Learned Judge in Comp A.No.365/2019 in CP.NO.372/2014 dated 18-10-2024OSA Nos. 56 & 59 of 2025For Appellant(s):Mr. Nithesh R. Natarajan, For Mr. Anirudh A Sriram, For The AppellantFor Respondent(s):Mr. P.R. Raman, Senior Counsel For Mr.T. D.Selvan Babu For R1 , Mr. Pola Raghunath, Official Liquidator For R2, R3- Not Ready In Notice https://www.mhc.tn.gov.in/judis OSA Nos. 56 & 59 of 2025COMMON ORDER(Order of the Court was made by Dr.Anita Sumanth J.)An explanation was tendered by the Official Liquidator (OL) under report dated 13.08.2025 wherein at paragraph 11, they state as follows:'It is respectfully submitted for kind consideration of this Hon'ble Court that though the SFIO has issued order dated 23.06.2025 based on DGCOA's order dated 18.06.2025, the SFIO has not de-facto commenced investigation proceedings after the status-quo order dated 24.02.2025 (and before final judgement order dated 31.07.2025) as is evident from the fact that the Official Liquidator (being Provisional Liquidator of Zylog Systems Ltd.) has not received any communication of commencement of actual de-facto investigation proceedings and it is understood that no investigation has been actually commenced in furtherance thereof. Accordingly, the Official Liquidator humbly prays this Hon'ble Court that further proceedings of Contempt may kindly be not considered by this Hon'ble Court.'2.The OL has also explained in the earlier paragraphs of the report that the order of status quo passed by this Court had been duly communicated to the following authorities viz., (1) The Director, Serious Fraud Investigation Office, CGO, Complex, Lodhi Road, New Delhi – 110 003, (2) The Director General of Corporate Affairs, Kota House Annex, No.1, Shahjahan Road, New Delhi-110 011. (Kind attention: Shri.Sonam Sharma, Company Prosecutor), (3) The Secretary, Ministry of Corporate Affairs, 5th Floor, A-Wing, Shastri Bhawan, https://www.mhc.tn.gov.in/judis OSA Nos. 56 & 59 of 2025Dr.Rajendra Prasad Road, New Delhi-110001, (4) The Joint Director, Serious Fraud Investigation Office, Regional Office, Corporate Bhavan, Ground Floor, No.29, Rajaji Salai, Chennai-600 001, (5) The Regional Director (Southern Region), Ministry of Corporate Affairs, 5th Floor, Shastri Bhavan, 26, Haddows Road, Chennai-600 006, and (6) The Deputy Director, (Insolvency Section), Ministry of Corporate Affairs, 5th Floor, A-Wing, Shastri Bhawan, Dr.Rajendra Prasad Road, New Delhi-110 001, and has filed a memo to that effect. 3. Thereafter, they state that they were unaware of any happenings in the matter at the end of the DGCOA/authorities of the Ministry of Company Affairs and the SFIO and, at paragraph 10 of the report, state that order dated 23.06.2025 issued by the SFIO had been received by the Official Liquidator over phone (whatsapp) during the course of hearing on 27.06.2025 and came to be placed before the Judges. Till such time, the Official Liquidator states that they were unaware of the issuance of the said order. 4.In light of the memo and the contents of report dated 13.08.2025, an explanation is called for from (1) The Director, Serious Fraud Investigation Office, CGO, Complex, Lodhi Road, New Delhi – 110 003 and (2) The Director https://www.mhc.tn.gov.in/judis OSA Nos. 56 & 59 of 2025General of Corporate Affairs, Kota House Annex, No.1, Shahjahan Road, New Delhi-110 011, as to why there was no compliance with order of status quo dated 24.02.2025.5.List on 11.09.2025.6.A copy of this order be issued forthwith by the Registry to the authorities mentioned at para 2 above. Explanation be tendered prior to the next date of hearing.(ANITA SUMANTH J.)(N.SENTHILKUMAR J.)14-08-2025vsIndex:Yes/NoSpeaking orderInternet:YesNeutral Citation:Yes https://www.mhc.tn.gov.in/judis OSA Nos. 56 & 59 of 2025OSA No. 56 of 2025To1.R. RamachandranS/o. R. Narayanaswamy Iyer, 101, New Saraswathi CHS Ltd, Tirmurti Marg, Chunabhatti (East), Mumbai - 022.2.The Official LiquidatorHigh Court of Madras, As the Liquidator of Zylog Systems (India) Ltd, (In Liquidation)3.Ifin Securities Finance Limited(Formerly Incorporated as Narayanan Sriram Investments Pvt. Ltd) A company incorporated under The Companies Act 1956 having its registered office at Continental Chamber III Floor, 142, Mahatma Gandhi Road, Nungambakkam, Chennai - 034, Rep. by its Asst. Vice President, K. Ramanathan.CMP No. 14172 of 2025To1.The Administrator(as appointed by this Honble Court) Zylog Systems Limited, No.155, Thiruvalluvar Salai, Kumaran Nagar, Sholinganallur, Chennai - 119. https://www.mhc.tn.gov.in/judis OSA Nos. 56 & 59 of 20252.Zylog Systems LimitedHaving its registered office at No.155, Thiruvalluvar Salai, Kumaran Nagar, Sholinganallur, Chennai - 119.3.R. RamachandranS/o. R. Narayanaswamy Iyer, 101, New Saraswathi CHS Ltd, Trimurti Marg, Chunabhatti (East) Mumbai - 022.4.The Official LiquidatorHigh Court, Madras, as the Liquidator of M/z. Zylog Systems Limited.5.Ifin Securities Finance Lilmited(formerly incorporated as Narayan Sriram Investments Pvt Ltd) A company incorporated under the companies Act, 1956, Having its registered office at Continental Chamber, III Floor, 142, Mahatma Gandhi Road, Nungambakkam, Chennai - 034, Rep. by its Asst. Vice President K. Ramanathan.CMP No. 3952 of 2025To1.R. RamachandranS/o. R. Narayanaswamy Iyer, 101, New Saraswathi CHS Ltd, Tirmurti Marg, Chunabhatti (East), Mumbai - 022.2.The Official Liquidator https://www.mhc.tn.gov.in/judis OSA Nos. 56 & 59 of 2025High Court of Madras, As the Liquidator of Zylog Systems (India) Ltd, (In Liquidation)3.Ifin Securities Finance Limited(Formerly Incorporated as Narayanan Sriram Investments Pvt. Ltd) A company incorporated under The Companies Act 1956 having its registered office at Continental Chamber III Floor, 142, Mahatma Gandhi Road, Nungambakkam, Chennai - 034, Rep. by its Asst. Vice President, K. Ramanathan.CMP No. 4056 of 2025To1.Vilasrao Manikra GhorpadeS/o. Manikrao Venkatrao Ghorpade Matoshree Nivas, AT/Post Mahullu, Mahuli, Sangli 4135310 Maharashtra2.The Official LiquidatorHigh Court of Madras, As the Liquidator of Zylog Systems (India) Ltd, (In Liquidation)3.Ifin Securities Finance Limited(Formerly Incorporated as Narayanan Sriram Investments Pvt. Ltd) A company incorporated under The Companies Act 1956 having its registered office at Continental https://www.mhc.tn.gov.in/judis OSA Nos. 56 & 59 of 2025Chamber III Floor, 142, Mahatma Gandhi Road, Nungambakkam, Chennai - 034, Rep. by its Asst. Vice President, K. Ramanathan.CMP No. 10915 of 2025To1.The Administrator,Zylog Systems Limited, No.155, Thiruvalluvar Salai, Kumaran Nagar, Sholinganallur, Chennai - 600 119.2.Zylog Systems Limited,No.155, Thiruvalluvar Salai, Kumaran Nagar, Sholinganallur, Chennai - 600 119.3.The Official Liquidator,High Court of Madras, Prov.Liquidator, M/s.Zylog Systems Limited.4.IFIN Securities Finance Limited,(Formerly incorporated as Narayanan Sriram Investments Pvt.Ltd.,) Continental Chambers, III Floor, 142, Mahatma Gandhi Road, Numgambakkam, Chennai- 600 034 Rep. by its Asst.Vice President, K.Ramanathan,CMP No. 14170 of 2025To https://www.mhc.tn.gov.in/judis OSA Nos. 56 & 59 of 20251.The Administrator(as appointed by this Honble Court) Zylog Systems Limited, No.155, Thiruvalluvar Salai, Kumaran Nagar, Sholinganallur, Chennai - 119.2.Zylog Systems LimitedHaving its registered office at No.155, Thiruvalluvar Salai, Kumaran Nagar, Sholinganallur, Chennai - 119.3.R. RamachandranS/o. R. Narayanaswamy Iyer, 101, New Saraswathi CHS Ltd, Trimurti Marg, Chunabhatti (East) Mumbai - 022.4.The Official LiquidatorHigh Court, Madras, as the Liquidator of M/z. Zylog Systems Limited.5.Ifin Securities Finance Lilmited(formerly incorporated as Narayan Sriram Investments Pvt Ltd) A company incorporated under the companies Act, 1956, Having its registered office at Continental Chamber, III Floor, 142, Mahatma Gandhi Road, Nungambakkam, Chennai - 034, Rep. by its Asst. Vice President K. Ramanathan.OSA No. 59 of 2025To https://www.mhc.tn.gov.in/judis OSA Nos. 56 & 59 of 20251.Vilasrao Manikra GhorpadeS/o. Manikrao Venkatrao Ghorpade Matoshree Nivas, AT/Post Mahullu, Mahuli, Sangli 4135310 Maharashtra2.The Official LiquidatorHigh Court of Madras, As the Liquidator of Zylog Systems (India) Ltd, (In Liquidation)3.Ifin Securities Finance Limited(Formerly Incorporated as Narayanan Sriram Investments Pvt. Ltd) A company incorporated under The Companies Act 1956 having its registered office at Continental Chamber III Floor, 142, Mahatma Gandhi Road, Nungambakkam, Chennai - 034, Rep. by its Asst. Vice President, K. Ramanathan. https://www.mhc.tn.gov.in/judis OSA Nos. 56 & 59 of 2025DR.ANITA SUMANTH J.ANDN.SENTHILKUMAR J.vsOSA No. 56 of 2025AND CMP NO. 14172 OF 2025,CMP NO. 3952 OF 2025,CMP NO. 4056 OF 2025,CMP NO. 10915 OF 2025,CMP NO. 14170 OF 2025,OSA NO. 59 OF 202514-08-2025