Ol Of M/S Pooja Iron And Steel ... vs Na
2021 Latest Caselaw 1514 Guj

               C/OLR/78/2020                              ORDER




               IN THEHIGHCOURTOF GUJARATAT AHMEDABAD

                 R/OFFICIALLIQUDATORREPORTNO. 78 of 2020
                    In R/COMPANYPETITIONNO. 139 of 2011

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          OL OF M/SPOOJAIRONANDSTEELPRIVATELIMITED(IN LIQN)
                               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, Pooja Iron and Steel Pvt. Ltd.(in Liquidation), which was ordered to be wound up vide order dated 28.02.2013 passed in Company Petition no. 137 of 2011.

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 winding­up order.

C/OLR/78/2020 ORDER

3. The Official Liquidator, on being appointed, has caused search before the office of the Registrar of Companies, wherein it was revealed that the registered office was situated at11/12 First Floor, Chinmay Crystal, Opp. Vastrapur Lake, Vastrapur, Ahmedabad 380015 and Mr. Jitubhai Agrawal, Mrs. Indu Agrawal and Mr. Rajubhai Rabari were Ex­ Directors of the company. The company under liquidation has also having two factory premises situated at 455, Phase No. 11, Kathwada Industrial Estate, Odhav, Ahmedabad and Steel Town, Changodar, Ahmedabad. Official liquidator also submitted that there were four secured creditors of the company as per the ROC records; i.e.

1. Bank of India, Bhadra Branch at Ahmedabad

2. Oriental Bank of Commerce branch at Ahmedabad

3. IDBI Bank, Cuff parade branch at Mumbai

4. Tata Capital Limited Fort branch at Mumbai

4. It appears that the company was incorporated in the year 2006 and petition for winding­up of the company was filed in the year 2011. Upon the said petition winding­up orders was passed in the year 2013. It also appears that Ex Directors has filed Statement of Affairs and stated that company is having only below mention assets.

Registered Office:­ 11 & 12 First Floor, Chinmay Crystal, Opp. Vastrapur Lake, Vastrapur, Ahmedabad ­ 380 015.

           C/OLR/78/2020                           ORDER



Factory Premises :­

1) 455, Phase No. 11, Kathwada Industrial Estate, Odhav, Ahmedabad.

2) Steel Town, Changodar, Ahmedabad.

The Office of the Official Liquidator had deputed its officials for taking over possession of assets and properties of the company in liquidation. In this connection, as per report of the Official Liquidator IDBI Bank Ltd., had taken possession of company's Registered Office situated at 11 & 12 First Floor, Chinmay Crystal, Opp. Vastrapur Lake, Vastrapur, Ahmedabad ­ 380 015 under SARFAESI Act, 2002. Hence, the officials of the Official Liquidator had taken only symbolic possession of the said premises. It is further submitted that, company's factory premises situated at 455, Phase No. 11, Kathwada Industrial Estate, Odhav, Ahmedabad was personal property of Smt. Indumati J. Agrawal and same were sold by ex­director to M/s. Jade Components Partnership Firm vide conveyance deed dated 22.03.2012, hence, the Officials of the Official Liquidator had not taken the possession of the said premises. It is further most respectfully submits that while taking over possession of company's factory premises situated at Steel Town, Changodar, Ahmedabad, the officials of the Official Liquidator along­with authorized representatives of creditors of the company observed that there was no such premises in the said premises hence, the Officials of the Official Liquidator had also not taken the possession of the said premises. The above fact was taken on

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record by this Hon'ble Court as per order passed on 28.06.2013 and 09.10.2013 in OLR/58/2013 and OLR/108/2013 respectively.

5. The Official Liquidator has also stated that there are only Rs.

3953/­ available in the Company's Bank Account. 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 Ex­Directors of the company informed that the Official Liquidator proposes to dissolve the said company and if they are having any

C/OLR/78/2020 ORDER

objection. Official Liquidator had issued letter to the Income tax department, ROC and all secured creditors of the company on 18.04.2019 for furnishing no objection in dissolution of the Company. In this connection the Official Liquidator most respectfully submits that ROC vide its letter dated 01.08.2019 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 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.

8. The Official Liquidator, relying upon the auditor's certificate dated 03.01.2020, has contended that only Rs. 3953/­ 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.

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9. 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 Company, named, Pooja Iron and Steel Pvt. Ltd. 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 Pooja Iron and Steel Pvt. Ltd. The official liquidator is also permitted to the Official Liquidator to transfer 3953/­ fund lying in the account of the company in liquidation to common pool account maintained by the Office of the Official Liquidator permitted to make payment towards professional fees of 1,500/­ to M/s. P. C. Rathod & Co., Chartered Accountants towards preparation of Auditor's Certificate as well as 11,650/­ to Mr. Chaitanya Joshi, Ld. Panel Advocate towards preparation of Title Clearance Report Respectively from the Common Pool Account maintained by the Office of the Official Liquidator since there is insufficient fund lying in the account of the company in liquidation.

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