Gujarat High Court
Ol Of M/S Kwality Roller And Ball ... vs Na on 2 February, 2021
Bench: Biren Vaishnav
C/OLR/11/2021 ORDER
IN THEHIGHCOURTOF GUJARATAT AHMEDABAD
R/OFFICIALLIQUDATORREPORTNO. 11 of 2021
In R/COMPANYPETITIONNO. 6 of 2002
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OL OF M/SKWALITYROLLERANDBALLBEARINGPVT. LTD.
Versus
NA
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Appearance:
MRPATHIKM ACHARYA(3520)for the Applicant(s)No. 1
for the Respondent(s)No. 1
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CORAM: HONOURABLE MR. JUSTICE BIREN VAISHNAV
Date: 02/02/2021
ORALORDER
1. By this report under section 481 of the Companies Act, 1956, the official
Liquidator has prayed for dissolution of the company, named, M/s. Kwality
Roller & Ball Bearing Pvt. Ltd., (In Liquidation), which was ordered to be
wound up vide order dated 17.07.2002 passed in Company Petition no. 06
of 2002.
2. The report said that consequent upon winding up order passed by this
Hon'ble Court, the Official Liquidator deputed his Official at the Office of
Registrar of Companies, Gujarat, Ahmedabad to inspect the records of the
said company maintained by the office of the Registrar of Companies,
Gujarat to find out the assets and properties, liabilities, address of
Registered Office, factory premises, Secured Creditors, and names and
addresses of the Directors, as on the date of winding-up order. Pursuant to
winding up order this Hon'ble Court by order dated 20.11.2003 passed in
Official Liquidator Report No. 22 of 2003 was pleased to appoint a Sale
Committee for sale/ disposal of the assets and properties of the Company.
C/OLR/11/2021 ORDER
That, thereafter, the Official Liquidator from time to time convened various
meetings of the Sale Committee and after taking the approval of this
Hon'ble Court sold all the movable and immovable assets of the company in
Liquidation.
3. The Official Liquidator, on being appointed and after received of following
claims from secured creditors pursuant to the advertisement issued by the
Official Liquidator as per the order dated 18.12.2012 in Company
Application 243 of 2012.
Sr. Name of Claimant Amount (in Rs.) Remarks
No.
1 Vijay Commercial 40,43,596/- Order of Board of
Co.-Operative Bank Nominees Court,
Ltd. Rajkot
(received on
08.02.2013)
2 Pashim Gujarat Vij 70,658/- Outstanding dues of
Company Ltd. Electricity, however
(PGVCL) the claim is not
(received on filed in prescribe
of the Company
(Court) Rules, 1959
3 Dena Bank 50,34,955/- First Charge Holder
on immovable and
movable assets of
the company
4. Record indicates that Panel Chartered Accountant has submitted
C/OLR/11/2021 ORDER
verification report of the claims of the Secured creditors and other creditors
required under section 529, 529- A and thereafter under section 530 of the
Companies Act, 1956, which has been submitted by the Chartered
Accountant on 11.06.2013 and again revised report on 12.11.2013, which is
as under:-
Sr. Name of the Secured Claim Amount Ratio
No. Creditors admitted by the
Chartered
Accountants
1 Dena Bank Rs. 24,86,584/- 89.45%
2 Vijay Commercial Co. - Rs. 2,93,416/- 10.55%
Operative Bank Ltd.
Total Rs. 27,80,000/- 100%
The Above ratio was sent for comments to the secure creditors i.e. Dena
Bank and Vijay Com. Co. -Op. Bank Ltd. vide letter dated 27.12.2013. In
response to above, the Official Liquidator has received dated 28.12.2013
from Dena Bank that they have carefully gone through the same and they
hereby give their confirmation towards the claim of Rs. 24,86,584/-
adjudicated by Chartered Accountants. However, it is further submitted that
the Official Liquidator is not received any confirmation from the Vijay
Com. Co.- op. Bank Ltd. as on date of filing of this report. It further stated
by the Official Liquidator that in compliance of the order dated 26.03.2015
in Company Application being no. 52 of 2014 the Official Liquidator has
disbursed amount of Rs. 24,86,584/- to Dena Bank and Rs. 2,93,416/- Vijay
Commercial Co.-Operative Bank Ltd. respectively.
5. The Official Liquidator has also stated that as per the balance
certificate issued by the Chartered Accountant P. C. Rathod & Co.
28.12.2020 below funds available in the Company's Bank Account.
C/OLR/11/2021 ORDER
Cash (`) Bank (`) FDR (`)
Nil 1,08,296/- 8,16,064/-
It is further stated in the report that there was no claim is pending with the
Official Liquidator for the company in liquidation. It is also stated by the
Official Liquidator that no information/details of the company are available
except as provided in the preceding paragraphs of the report and therefore
the Official Liquidator proposes dissolution of the company.
6. The Official Liquidator, relying upon the provisions of Section 481 of
the Act, has contended that it is not possible to proceed with the winding
up for want of fund and assets. Relying upon the judgment of the
Hon'ble Apex Court in the case of Meghal Homes Pvt. Ltd. Vs. Shree
Niwas Girni K.K. Samiti, reported in (2007) 7 SCC 753, it is contended
by the Official Liquidator that this Court may pass appropriate order of
dissolution of the Company in liquidation.
7. It is also stated by the Official Liquidator that prior to dissolution of the
company, the Official Liquidator vide letter dated 18.04.2019 addressed
to the Ex-Directors of the company informed that the Official Liquidator
proposes to dissolve the said company and if they are having any
objection. Official Liquidator had issued letter to the Income tax
department, ROC on 10.12.2020 and 30.12.2020 for furnishing no
objection in dissolution of the Company. In this connection the Official
Liquidator most respectfully submits that ROC vide its letter dated
30.12.2020 informed that they are having no objection if the company is
dissolved by the Hon'ble High Court of Gujarat. The Official Liquidator
has also issued a letter dated 23.12.2020 to Vijay Commercial Co.-
Operative Bank Ltd. Rajkot and a letter dated 14.10.2020 to Bank of
Baroda (formerly known as Dena Bank ) being secured creditor for
issuing NOC for the proposed of dissolution of M/s. Kwality Roller &
Ball Bearing Pvt. Ltd. (In Liqn.). However, no response is received from
C/OLR/11/2021 ORDER
Vijay Commercial Co- Operative Bank Ltd. as on date in the matter.
Vide letter dated 02.11.2020 from Bank of Baroda (formerly known as
Dena Bank ) being lead Secured Creditor, in the said letter the said bank
informed that :-
"...................... We have no objection if dissolution of the Company is
initiated by you. Further, we request you to remit the amount with
interest, lying with you towards out claim.
8. The Official Liquidator has also further averred that half yearly
statement of accounts of the Company in liquidation has already been
filed before this Court as provided under Rule 298 of the Companies
(Court) Rules, 1959. It is further contended that in these circumstances,
it is not possible for the Official Liquidator to further carry out the
proceedings of winding up. The Official Liquidator has also contended
that even after the order of dissolution that may be passed by this Court
as provided under Section 559 of the Act, the period of 2 years is
available for anybody to raise the objection and file an appropriate
proceedings before this Court.
9. The Official Liquidator, relying upon the auditor's certificate dated
28.12.2020, has contended that only Rs. 924360/- Bank Balance
available is in the Bank Account of the Company. Moreover, there is no
assets of the Company in liquidation are available. In light of the
aforesaid, it is therefore submitted that the report may be accepted and
appropriate order of dissolution of the Company in liquidation may be
passed as prayed for.
10. Having heard the learned advocate for the Official Liquidator and on
perusal of the record of this report and in facts of this case and
considering the ratio laid down by the Hon'ble Apex Court in the case of
Meghal Homes Pvt. Ltd. (supra), the report deserves to be accepted. The
C/OLR/11/2021 ORDER
Company, named, M/s. Kwality Roller & Ball Bearing Pvt. Ltd., (In
Liquidation) is hereby dissolved under Section 481 of the Act and the
Official Liquidator attached to this Court stands discharged and is
relieved as liquidator of M/s. Kwality Roller & Ball Bearing Pvt. Ltd.,
(In Liquidation). The official liquidator is also permitted to the Official
Liquidator to to disburse amount of Rs. 9,00,000/- to the Secured
Creditors as per verification & ratio dated 12.11.2013 of M/s. Kiran &
Pradip Associates, Chartered Accountants and also permitted the
Official Liquidator to make the payment of professional bill No. 36
dated 30.12.2020 amounting of Rs. 1500/- of M/s. P.C. Rathod & Co.,
Chartered Accountants from the fund available with the Official
Liquidator in Company in Liquidation Account, also be pleased to
permit the Official Liquidator transfer the balance amount in "Company
Paid Staff Salary Reserve Fund A/c."
In case of any difficulty, affected party, if aggrieved with the present
order, may apply for reviewing the same under per the provisions of
Section 559 of the Companies Act, 1956.
Accordingly, the report is allowed in the aforesaid terms.
(BIRENVAISHNAV,J)
*** VATSAL
