Gujarat High Court
Ol Of M/S M Ravji Oil Industries Ltd ... vs Ifci Ltd on 21 October, 2022
Bench: Aniruddha P. Mayee
C/OLR/28/2022 ORDER DATED: 21/10/2022
IN THE HIGH COURT OF GUJARAT AT AHMEDABAD
R/OFFICIAL LIQUDATOR REPORT NO. 28 of 2022
In R/COMPANY PETITION NO. 159 of 1998
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OL OF M/S M RAVJI OIL INDUSTRIES LTD (IN LIQN)
Versus
IFCI LTD.
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Appearance:
BHOOMI M THAKORE(6237) for the Applicant(s) No. 1
NOTICE SERVED for the Respondent(s) No. 1
TIRTH NAYAK(8563) for the Respondent(s) No. 2
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CORAM:HONOURABLE MR. JUSTICE ANIRUDDHA P. MAYEE
Date : 21/10/2022
ORAL ORDER
Heard learned advocates for the parties.
2. By this report under section 481 of the Companies Act, 1956,
the Official Liquidator has prayed for dissolution of the company,
named, M/s. M. Ravji Oil Industries Limited (In Liquidation), which
was ordered to be wound up vide order dated 23.03.2000 passed in
Company Petition No. 159 of 1998.
3. The report further indicates that, pursuant to the winding
up order, the Official Liquidator deputed his officials 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, debtors and names and addresses
of ex-directors of the company.
C/OLR/28/2022 ORDER DATED: 21/10/2022
4. That, while taking inspection of the records of the Registrar
of Companies, Gujarat, the representative of the Official
Liquidator compiled the details of the said company, as under :-
Name of Company M. Ravji Oil Industries Ltd.
CIN No. L15142GJ1986PLC008598
Date of Incorporation 03.04.1986
Registered office
588, Ghee Bazar, Kalupur, Ahmedabad
Factory Premises
1424, Kalol Mehsana Highway, Village Rajpur, Dist. Mehsana.
Sr. No. Name of Ex-directors Addresses of Ex-directors
01 Smt. Kharshid A. "Khurshid Villa", Khoja Soc., Nr.
Ravji Ved Mandir, Kankaria,
02 Shri. Babubhai F. A/51, Yowan Appartment,
Shroff. 413/414, Merry Road,
Bandra, Mumbai
03 Shri. Mukesh Babu III Floor, Maker Tower-,
Nariman Point, Mumbai
04 Shri P.K.Shankar 6/1, Shreeji Apartment,
Nr. Azad Soc., Ambawadi,
ahmedabad.
05 Shri O.P.Nambiar S-81, Greator Kailash,
part-I, Mumbai
06 Shri Narsim E. Ravji "Khurshid Villa", Khoja Soc., Nr.
Ved Mandir, Kankaria,
List of Secured Creditors
Sr. No. Name of the Secured Address of the Secured
Creditors. Creditors.
01 IFCI Bank of Baroda Building,
16, Sansad Marg, New Delhi
02 State Bank of India Commerce Branch, Lal Darwaja,
Ahmedabad
03 Kotak Mahindra Bank Ltd., 163, Backbay Reclamation,
Assignee of ICICI Bank Ltd. Mumbai-400020.
C/OLR/28/2022 ORDER DATED: 21/10/2022
5. The report also indicates that in compliance of winding up
order, the Official Liquidator vide letter dated 05.05.2000,
addressed to all Ex-Directors of the company requested them to
remain present at the factory premises and other assets of the
company to handover possession of the assets of the company. A
copy of the letter dated 05.05.2000 was endorsed to the Secured
Creditors and Petitioning Creditor with the request to depute
their representative at the factory premises to assist the Officials
of the Official Liquidator.
6. The report also indicates that in compliance of the winding
up order, the Official Liquidator had taken possession of
company's Factory premises situated at 1424, Kalol Mehsana
Highway, Village Rajpur, Dist. Mehsana but could not take
possession of company's registered office situated at 588, Ghee
Bazar, Kalupur, Ahmedabad since the said premises was not
belonging to company's in liquidation.
7. The report also indicates that after taking possession, the
Official Liquidator filed compliance report being OLR No.63 of
2000 wherein praying various direction including constitution of
sale committee for sale of assets and properties of the company
in liquidation. This Hon'ble Court had vide order dated
18.04.2002 passed in OLR No.63 of 2000 was pleased to
constitute sale committee for sale of assets and properties of the
company in liquidation and also be pleased to permit the Official
C/OLR/28/2022 ORDER DATED: 21/10/2022
Liquidator to appoint Panel Valuer to carry out Valuation of
factory premises of the company in liquidation.
8. The report also indicates that due to non-filing of
Statement of Affairs under Section 454 of the Companies Act,
1956, the Official Liquidator filed Criminal Case being O. J.
Criminal Case No. 05 of 2001 against Ex-Directors of the
company in liquidation under Section 454 (5) of the Companies
Act, 1956. This Hon'ble Court has vide order dated 09.03.20210
passed in O. J. Criminal Case No. 05 of 2001, disposed of the
said Criminal Case by imposing penalty of Rs.25,000/on ex-
directors of the company in liquidation.
9. The report also indicates that in compliance of the order
dated 04.11.2006 and after following dues procedures as per
Provision of Section 457 of the Companies Act, 1956 read with
Rule 272 of the Companies (Court) Rules, 1959, the Official
Liquidator filed sale report being OLR No. 59 of 2007 for
confirmation of sale of Factory premises situated at 1424, Kalol
Mehsana Highway, Village Rajpur, Dist. Mehsana of the
company in liquidation. This Hon'ble Court vide order dated
10.05.2007 passed in OLR No.59 of 2007 was pleased to confirm
the sale of assets and properties of the company in liquidation
for sale consideration of Rs.2,71,11,111.
10. The report also indicates that IFCI, one of Secured
Creditor of the company in liquidation filed COMA No.558 of
2007 inter-alia seeking direction against the Official Liquidator
to disburse Sale Proceeds to them. In the said application, this
C/OLR/28/2022 ORDER DATED: 21/10/2022
Hon'ble Court vide order dated 11.12.2007, directed the Official
Liquidator to file report as to whether any claim has been lodged
by the secured creditors and workmen of the company in
liquidation. In compliance of the said order, the Official
Liquidator invited claim from Secured Creditors and workmen of
the Company in liquidation under Section 529, 529A & 530 of
the Companies Act, 1956 by publishing Advertisement in "DNA"
in English Scripts and in "Divya Bhaskar" in Gujarati Script
both in Ahmedabad Edition on 24.09.2007.
11. The report also indicates that this Court vide order dated
22.01.2008 passed in COMA No.558 of 2007, directed the
Official Liquidator to proportionately disburse ad-hoc amount of
Rs.1.50 Crores to IFC! & ICC! Bank Ltd., respectively subject to
the applicants bank file the usual undertaking. In compliance of
the said order, the Official Liquidator disbursed an amount of
Rs.1,02,13,500/- & Rs.47,86,500/-to IFCI and ICICI Bank Ltd.,
respectively.
12. The report also indicates that IFCl, preferred another
application being COMA No.178 of 2010 inter-alia praying this
Hon'ble Court to direct the Official Liquidator to file a detailed
report containing full details of undistributed amount and be
pleased to direct the Official Liquidator to disburse remaining
amount amongst creditors of the company in liquidation on the
basis of earlier ratio worked out by Chartered Accountants.
13. The report also indicates that this Court vide order dated
06.09.2010 passed in COMA No.178 of 2010, directed the
C/OLR/28/2022 ORDER DATED: 21/10/2022
Official Liquidator to proportionately disburse an amount of
99.00 Lacs amongst IFCl & Kotak Mahindra Bank Ltd, [Assignor
of ICICI Bank Ltd.,] respectively subject to the applicants bank
file the usual undertaking. In compliance of the said order, the
Official Liquidator disbursed an amount of Rs.67,40,910/- &
Rs.31,59,090/- to IFCI & Kotak Mahindra Bank Ltd.,
respectively. The report also indicates that the Official Liquidator
most respectfully submits that fund position of the account of
the company in liquidation as on date is as under:-
Sr. No. Particulars Amount
01 Bank 1,29,915/-
02 FDR 4,00,000
Total 5,29,915/-
14. The report also indicates 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 of the order and the
company Shall be dissolved accordingly.
15. It is also submitted that in this regard 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.
C/OLR/28/2022 ORDER DATED: 21/10/2022
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"
16. The report further indicates that during the process, prior
intimation letters for dissolution of the subject company were
sent to the Registrar of Companies, Gujarat, Income-Tax
Department, BSE Ltd:, Secured Creditors and Ex-directors of the
subject company regarding proposed dissolution vide Official
Liquidator's letters dated 22.07.2019 & 22.02.2022. However,
the Official Liquidator has not received any reply from Income-
Tax Department, BSE Ltd., Secured Creditors and Ex-directors
of the company in liquidation. Therefore, the Official Liquidator
humbly opined that the subject company may be dissolved at the
earliest by suitable order of this Hon'ble High Court.
17. The report further indicates that in response of letter
dated 22.07.2019, the Registrar of Companies, Gujarat vide its
letter dated 01.08.2019 informed that they are having no
objection if the company is dissolved by the Hon'bie High Court
of Gujarat.
18. The report further indicates that the Official Liquidator
most respectfully submits that Half Yearly Statement of
C/OLR/28/2022 ORDER DATED: 21/10/2022
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.
19. The report further indicates 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 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 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.
20. The report further indicates that the Official Liquidator
most respectfully submits in compliance of 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 23.03.2022 issued by M/s. P. C.
Rathod & Co.., Chartered Accountants., there following Balance
in the account of the company in liquidation:
Cash (Rs.) Bank (Rs. FDR (Rs.)
NIL 1,29,915 4,00,000/-
C/OLR/28/2022 ORDER DATED: 21/10/2022
21. 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.
22. 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 the
Hon'ble Apex Court in the case of Meghal Homes Pvt. Ltd.
(supra), the report deserves to be accepted. The the Official
Liquidator is permitted to premature encash the FDR and also
permitted to proportionately disburse an amount of
Rs.5,00,000/- amongst IFCI Ltd., & Kotak Mahindra Bank Ltd.,
as per the same ratio in which earlier amount were disbursed in
compliance of the order dated 06.09. 2010 passed by this
Hon'ble Court in COMA No 178 of 2010. The Official Liquidator
is also permitted to make payment towards professional fees 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. The Official Liquidator is also permitted
to transfer remaining fund lying in the account of the company
in liquidation to common pool account maintained by the Office
of the Official Liquidator. It is directed that that M/s. M Ravji Oil
Industries Ltd., (In Liqn.) may be dissolved in terms 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. M.Ravji Oil Industries Ltd ., (In Liqn.).
C/OLR/28/2022 ORDER DATED: 21/10/2022
23. 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.
Accordingly, the report is allowed in the aforesaid terms.
(ANIRUDDHA P. MAYEE, J.)
KAUSHIK D. CHAUHAN
