Gujarat High Court
Ol Of M/S. B. Zaveri Jewels Pvt. ... vs Na on 20 January, 2021
Bench: Biren Vaishnav
C/OLR/99/2020 ORDER
IN THE HIGH COURT OF GUJARAT AT AHMEDABAD
R/OFFICIAL LIQUDATOR REPORT NO. 99 of 2020
In R/COMPANY PETITION NO. 202 of 2011
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OL OF M/S. B. ZAVERI JEWELS PVT. LTD. (IN LIQN)
Versus
NA
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Appearance:
MR PATHIK M 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 : 20/01/2021
ORAL ORDER
1. By this report under section 481 of the Companies Act, 1956, the official
Liquidator has prayed for dissolution of the company, named, B Zaveri Jewels
Private Limited(in Liquidation), on 30.04.202 this Hon'ble court passed an
order in Company Petition no. 202 of 2011 and appointed Official Liquidator
as the Provisional Liquidator of the said company with directions to take charge
of the assets of the company.
2. The report indicates 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.
3. The Official Liquidator, on being appointed, has caused search before
C/OLR/99/2020 ORDER
the office of the Registrar of Companies, wherein it was revealed that the
registered office was situated at L/7, Swagat Complex, Swagat Char Rasta, C.
G. Road, Ahmedabad - 380 006 and Mr. Arunbhai A Soni and Mrs. Kalpnaben
A Soni were Ex-Directors of the company. Records indicates that that there
was only onr secure creditor of the company HDFC Bank Ltd. Lower parel (W)
Mumbai Branch. as per the ROC records.
4. It appears that the company was incorporated in the year 2008 and
petition for winding-up of the company was filed in the year 2011. Upon the
said petition provisional winding-up order was passed in the year 2012. The
possession of only property of the Company under liquidation was taken over
by the Secure Creditor HDFC Bank under the provisions of the SARFESI Act
and sold the only property of the Company under liquidation under the
provisions of the SARFESI Act. It also appears that Ex Directors has filed
Statement of Affairs on 18.07.2012 and last audited balance sheet of the
Company under liquidation. Thereafter on 05.03.2014 final winding up order
was passed in the Company petition 202 of 2011 Official Liquidator was
appointed as Liquidator of the company.
5. The Official Liquidator has also stated that there are no funds 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,
C/OLR/99/2020 ORDER
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 04.09.2020 addressed to the
Ex-Directors and secured creditor 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 and all secured creditors of the company on 03.09.2020 for furnishing no
objection in dissolution of the Company. In this connection the Official
Liquidator most respectfully submits that ROC vide its letter dated16.102020
informed that they are having no objection if the company is dissolved by the
Hon'ble High Court of Gujarat. It was also indicates that in response of the
letter, the Official Liquidator has received only e-mail dated 18.09.2020 from
Income Tax Department, informing that there are pending outstanding demand
of Rs.70,91,790/- for the various Assessment Year till 2012-2013 and requested
the Official Liquidator to pay the outstanding demand prior to sanctioning the
proposed liquidation. In this connection, the Official Liquidator most
respectfully submits that the Official Liquidator is neither having any asset nor
fund in the account of the company in liquidation to discharge outstanding
liabilities of Income Tax. Therefore, looking to the conditions of the company
under liquidation no liabilities of the income tax are going to be fulfilled by the
Official Liquidator. 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
C/OLR/99/2020 ORDER
objection and file an appropriate proceeding before this Court.
8. The Official Liquidator, relying upon the auditor's certificate dated
14.08.2019, has contended that no funds 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.
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, M/s B
Zaveri Jewels Private Limited (under 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 B Zaveri Jewels Private Limited
(under liquidation). The official liquidator is also permitted to to make payment
towards professional fees of 1,500/- to M/s. P. C. Rathod & Co., Chartered
Accountants towards preparation of Auditor's Certificate from the common
pool Account maintained by the Office of the Official Liquidator since there is
no fund lying in the account of the company in liquidation.
10. 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.
(BIREN VAISHNAV, J)
DIVYA
