Gujarat High Court
Ol Of M/S Gujarat Filaments ... vs Na on 11 October, 2022
Bench: Aniruddha P. Mayee
C/OLR/70/2022 ORDER DATED: 11/10/2022
IN THE HIGH COURT OF GUJARAT AT AHMEDABAD
R/OFFICIAL LIQUDATOR REPORT NO. 70 of 2022
In R/COMPANY PETITION NO. 74 of 2016
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OL OF M/S GUJARAT FILAMENTS LIMITED (IN LIQN)
Versus
NA
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Appearance:
MR DHAWAN M JAYSWAL(5878) for the Applicant(s) No. 1
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CORAM:HONOURABLE MR. JUSTICE ANIRUDDHA P. MAYEE
Date : 11/10/2022
ORAL ORDER
1. Heard Mr.D.M. Jayswal, learned advocate appearing
for the applicant.
2. By this report under section 481 of the Companies Act,
1956, the Official Liquidator has prayed as under:
"(A) This Hon'ble Court may be pleased to permit the
Official Liquidator to transfer Rs.4.9/- in the Common Pool
Account.
(B) This Hon'ble Court may be pleased to permit the
Official Liquidator to make payment towards professional
fees of Rs.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;
(C) This Hon'ble Court may be pleased to order that M/s.
Gujarat Filaments Ltd. (in Liqn.) may be dissolved in terms
& provisions of Section 481 of the Companies Act, 1956
and the Official Liquidator attached to this Hon'ble Court
may be discharged and relieved as Liquidator of M/s.
Gujarat Filaments Ltd. (In Liqn.).
(D) This report filed for such other and further orders and
C/OLR/70/2022 ORDER DATED: 11/10/2022
directions as may be just deem fit and proper may also be
passed."
3. It is submitted by the learned advocate for the
applicant that by an order dated 26.09.2016 passed by this
Court in Company Petition No. 74 of 2016, the above-named
Company was ordered to be wound-up and the Official
Liquidator, attached to this court, was appointed as
Liquidator thereof with all powers under the Companies Act,
1956.
4. It is submitted that consequent upon winding up order
passed by this Court, the Official Liquidator deputed his
Official at the Office of the Registrar of Companies, Gujarat,
Anmedabad 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 Ex-Directors of
the company (In Liqn.).
5. It is submitted that, while taking inspection of the
records of the Registrar of Companies, Gujarat, the official
of the Official Liquidator compiled the details of the said
company, as under:
Name of Company ARM Polymers Ltd.
CIN No. L17110GJ1984PLC007266
C/OLR/70/2022 ORDER DATED: 11/10/2022
Date of Incorporation 18/10/1984
Authorized Share Capital 11,00,00,000/-
Registered Office & Works :-As per Search Report
B-204, Mile Stones, Vasna Bhayali Road, Vadodara-
390015
Sr.
Name of Ex-directors Addresses of Ex-directors
No.
1 Vishnu Bhagwan 04, Savita Chaya 28th Road
Agarwal. Bandra (West) Mumbai-
400050, Maharashtra.
2 Misra Kailashnath 02, Kunj Society, Alkapuri,
Amarnath. Vadodara-390007.
3 Bhanjibhai Ishwarbhai D-21 Raghuvinagar
Patel Society, New Sama Road,
Vadodara-390008.
Sr.
Name of Secured
No Addresses of Secured Creditors
Creditors
.
1 Kingston Threads 801, A-Wing Alkapuri, Arcade,
Private Ltd. R. c. Dutt Road, Baroda-
390001
2 IFCI Ltd. IFCI Tower 61, Nehru Palace
New Delhi-110011
6. It is submitted that as per schedule programme fixed
by the Official Liquidator vide letter dated 08 12.2016, the
Official Liquidator deputed his officials at the registered
office situated at B 204, Mile Stones, Vasna Bhayali Road,
C/OLR/70/2022 ORDER DATED: 11/10/2022
Vadodara 390015 for taking over possession of the office of
the company from the Ex-Directors of the company on
22.12.2016. However, on reaching the site, It was found
that the said premises was a residential flat and one family
was living in the said premises and there were no sign board
of the company in liquidation. It is further informed by Shri
Kailashnath Mishra, ex-director of the Company that the
said residential flat is not belongs to the company in
liquidation. In view of the aforesaid facts and
circumstances, the official of Official Liquidator could not
take over the possession of the said premises.
7. It is submitted that in reply to the notice dated
08.12.2016 issued by Official Liquidator to the ex-director of
the company in liquidation, the ex-director has submitted
statement of affairs dated 21.01.2017 and the same was
sent for the purpose of Scrutiny to panel of Chartered
Accountant. Thereafter, this office has received Scrutiny
report of statement of affairs on 13.09.2017 and Final
Scrutiny report on 20.01.2018. On perusal of statement of
affairs, it appears that company is not having any assets
and properties.
8. It is submitted that Ex-Directors of the company have
recorded their Statement as required under Rule 130 of the
Companies (Court) Rules, 1959 on 23.01.2017 &
19.07.2017. On perusal of the Statement recorded by the
C/OLR/70/2022 ORDER DATED: 11/10/2022
Ex-Directors of the company on 23.01.2017 & 19.07.2017,
it appears ex-directors have stated that the company is not
having any fixed assets and properties.
9. It is submitted that the Official Liquidator had placed
aforesaid facts before this Court by way of filing report being
Official Liquidator's Report No.1 of 2018. The said report
was disposed by this Court vide order dated 10.01.2019.
10. It is submitted that fund position in the account of the
company in liquidation as on date is as under:-
Sr. No. Particulars Amount
1 Cash 4.90
2 Bank NIL
3 FDR NIL
11. It is submitted that as per the provisions of Section
481 of the Companies Act, 1956 "when the affairs of a
company have been completely wound up or when the
Court is of the opinion that the liquidator cannot proceed
with the winding up of a company for want of funds and
assets or for any other reason whatsoever and it is just and
reasonable in the circumstances of the case that an order of
dissolution of the company should be made, the Court shall
make an order that the company be dissolved from the date
C/OLR/70/2022 ORDER DATED: 11/10/2022
of the order and the company shall be dissolved accordingly.
12. It is submitted that the Official Liquidator would like to
rely upon following judgment passed by the Hon'ble
Supreme Court of India in case of Meghal Homes Pvt. Ltd.
vs. Shree Niwas Girni K.K. Samiti (2007) 7 SCC 753. In the
said order, the Hon'ble Supreme Court of India, inter alia, in
paragraph 31 thereof, has held as under:
"when the affairs of the Company had been completely wound
up or the courts find that the Official Liquidator cannot proceed
with the winding up of the Company for want of funds or for
any other reason, the court can make an order dissolving the
Company from the date of that order. This puts an end to the
winding up process"
13. It is submitted that during the process, prior
intimation letters for dissolution of the subject company
were sent to the Registrar of Companies, Gujarat, Income-
Tax Department, Secured Creditors, Securities and
Exchange Board of India and Ex-directors of the subject
company regarding proposed dissolution vide Official
Liquidator's letters dated 13.05.2021 & 25.03.2021.
14. It is submitted that in response of letter dated
13.05.2021, the ex-directors, vide letter dated 20.05.2021,
the Registrar of Companies, Gujarat vide its letter dated
01.06.2021 informed that they are having no objection if the
C/OLR/70/2022 ORDER DATED: 11/10/2022
company is dissolved by this Court.
15. It is submitted that in response to letter dated
25.03.2021, the Securities and Exchange Board of India
Mumbai, vide letter dated 19.04.2021 informed that
adjudication proceeding were initiated against the company
for non- redressal of investors' complaints and as on date
there are three complaints pending against the company in
liquidation While in response to letter dated 43 05 2021, the
Income Tax Department, vide letter dated 17 06 2021
informed to this office to recover the demand amount of
Rs.81,94,829/before the approval of NOC for dissolution of
the company in liquidation.
16. It is that the Official Liquidator earlier has filed Official
Liquidator Report being No.03. of 2022 for dissolution of
present matter in terms of Section 481 of the Companies
Act, 1956, which was withdrawn vide order dated
08.02.2022 in view of the objections raised by the Income-
Tax Department as well as the Securities and Exchange
Board of India stating that there are outstanding dues
against the company (In Liquidation) and complaints are
also pending against the company. The said Official
Liquidator Report No.3 of 2022 disposed -off as withdrawn
with a liberty to file fresh report.
17. It is submitted that thereafter, with respect to order
C/OLR/70/2022 ORDER DATED: 11/10/2022
dated 08.02.2022, Official Liquidator has issued letter to the
Securities and Exchange Board of India, Mumbai on
23.02.2022 seeking complete details of three complaints
pending and nature of complaint with its present status. In
response of this office letter dated 23.02.2022, the
Securities and Exchange Board of India, Mumbai has
furnished details vide letter dated 07.03.2022. On perusal of
said letter, it is observed that the said three complaint is of
non-receipt of share certificate filed by the individual
shareholder on 04.06.2011, 10.05.2011 and 40.05.2011
respectively much prior to company come into liquidation.
18. It is submitted that the aforesaid three complaint are
for non-issuance of shares by erst-while company and vide
order dated 26.09.2016 company came into liquidation.
Further with regard to the dues of Income-Tax Department,
the subject Company in Liquidation is neither having fund
lying in Company's Account nor any assets to be realized.
19. It is submitted that Shri Mahindra Navnitlal Parmar,
Akhil Gujarat General Majdoor Sangh, Ahmedabad has filed
Recovery Application bearing Case No.42 of 2014 before the
Labour Court, Godhra, Gujarat for pending Salary of 85
Workmen of the Company in liquidation for an amount of
Rs.4,84,98,180/and in this regard this office has filed Reply
dated 30.07.2018 in the said application which is pending
for further adjudication before the Labour Court, Godhra,
C/OLR/70/2022 ORDER DATED: 11/10/2022
Gujarat praying to dismiss the Recovery Application No. 42
of 2014 due to insufficient fund/assets in respect of the
company in liquidation.
20. It is submitted that Half Yearly Statement of Accounts
of the aforesaid Company have already been filed with this
Hon'ble High Court as required under Rule 298 of
Companies (Court) Rules, 1959.
21. It is submitted that no information/details are
Available with the Official Liquidator except as provided in
the preceding Paragraphs. Therefore, in the absence of
relevant information/records, liquidation proceedings
cannot be proceeded further. Therefore, it Is just and proper
case to dissolve the aforesaid Company in the interest of
justice.
22. It is submitted that where a Company has been
dissolved, the Hon'ble Court may at any time within two
years of the date of dissolution, on application filed by the
liquidator of the Company or by any other person who
appears before this Hon'ble Court to be interested, make a
request for an order, upon such terms as the Hon'ble Court
thinks fit, declaring the dissolution to have been void in
terms of the provisions of section 559 of the Companies Act,
1956 and thereupon such proceedings may be taken as
might have been taken if the Company had not been
C/OLR/70/2022 ORDER DATED: 11/10/2022
dissolved. In this regard, the Official Liquidator crave leave
of this Hon'ble Court to file such application as may be
needed in future, if any, in the best of interest of justice.
23. It is submitted that in compliance to Rule 281 of the
Companies (Court) Rules, 1959, the Official Liquidator has
appointed M/s. P. C. Rathod & Co., Chartered Accountants
for Auditors' Certificate. It is further most respectfully
submits that as per Balance Certificate dated 20.09.2018
issued by M/s. P. C. Rathod & Co., Chartered Accountants.,
the following Balance in the account of the company in
liquidation:
Cash (Rs.) Bank (Rs.) FDR (Rs.)
4.90 Nil Nil
24. It is submitted that as per the available record there is
merge fund of Rs.4.9/- lying in the account of the company
in liquidation.
25. In light of the aforesaid submissions, it was prayed
that present report be accepted and appropriate orders for
dissolution of company in liquidation may be passed.
26. Having heard the learned advocate for the Official
Liquidator and on perusal of the record of this report and in
the facts of this case and considering the ratio laid down by
C/OLR/70/2022 ORDER DATED: 11/10/2022
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. ARM Polymers Limited (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. ARM
Polymers Limited (In Liquidation). The official liquidator is
also permitted to make the payment of Rs. 1500/- to M/s.
P.C. Rathod & Co., Chartered Accountants towards
preparation of Auditor's Certificate from account of the
company in liquidation.
27. It is made clear that in case of any difficulty, any
affected party, if aggrieved with the present order, may
apply for reviewing the same as per the provisions of Section
559 of the Companies Act, 1956.
28. Accordingly, the report is allowed in the aforesaid
terms.
(ANIRUDDHA P. MAYEE, J.)
ALI
