Ol Of M/S Newage Entertainment ... vs Na
2023 Latest Caselaw 2885 Guj

        C/OLR/95/2022                                        ORDER DATED: 12/04/2023




             IN THE HIGH COURT OF GUJARAT AT AHMEDABAD

                R/OFFICIAL LIQUDATOR REPORT NO. 95 of 2022

                    In R/COMPANY PETITION NO. 360 of 2016
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         OL OF M/S NEWAGE ENTERTAINMENT PVT. LTD. (IN LIQN)
                              Versus
                               NA
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Appearance:
OFFICIAL LIQUIDATOR for the Applicant(s) No. 1
SHIVANG A THACKER(7424) for the Applicant(s) No. 1
for the Respondent(s) No. 1
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 CORAM:HONOURABLE MS. JUSTICE SANGEETA K. VISHEN

                                  Date : 12/04/2023

                                   ORAL ORDER

1. Heard Mr.Shivang Thacker, learned advocate for the applicant.

2. The captioned report has been filed, inter alia, praying for order to dissolve M/s.Newage Entertainment Pvt. Ltd. (In Liquidation) (hereinafter referred to as "the company in liquidation") in terms of Section 481 of the Companies Act, 1956 (hereinafter referred to as "the Act of 1956") and the Official Liquidator be discharged and relieved as the liquidator of the company in liquidation.

3. It is submitted that the company in liquidation was ordered to be wound up vide order dated 08.09.2017 passed by this Court in Company Petition No.360 of 2016.

4. Discernibly, the registered office situated at A/303, T.F. Aditya Arcade, Near Choice Restaurant, C.G. Road, Navrangpura, Ahmedabad was taken on rent. The Official Liquidator has

C/OLR/95/2022 ORDER DATED: 12/04/2023

thereafter, filed its compliance report being Official Liquidator Report No.42 of 2018, inter alia, praying for direction to ratify the action taken by the Official Liquidator in not taking possession of Registered Office of the company in liquidation, situated at A/303, T.F. Aditya Arcade, Near Choice Restaurant, C.G.Road, Navrangpura, Ahmedabad. The direction was also prayed that the ex-directors of the company in liquidation to attend office of the Official Liquidator for recording of the statement under Rule 130 of the Companies (Court) Rules, 1959 with a further prayer to direct the ex-directors of the company in liquidation to deposit an amount of Rs.10,000/- towards delay in filing of the statement of affairs.

5. This Court, accepting the report, passed an order dated 18.04.2018.

6. In terms of the above order and after requisite compliance, the Official Liquidator has filed its further report being Official Liquidator Report No.42 of 2018, which came to be disposed of by this Court vide order dated 24.03.2022. The report further states that neither any assets are remaining nor the funds are available with the company in liquidation to proceed further and therefore, question does not arise, inviting the claims from the various classes of creditors. The report further states that winding up of the company in liquidation can be stated to have been stand still.

7. Attention is invited to the various documents. During the process, prior intimation letters for dissolution of the subject company in liquidation were sent to the various parties, namely, (i) the Registrar of Companies; (ii) Principal Chief Commissioner of Income-Tax, Maharashtra and; (iii) various secured creditors and ex- directors of the company in liquidation, regarding proposed

C/OLR/95/2022 ORDER DATED: 12/04/2023

dissolution, vide various resolutions, almost all dated 28.04.2021. The communications dated 22.06.2021, 11.10.2021 and 27.05.2022 were also addressed to the secured creditors regarding the proposed dissolution, inter alia, requesting that if they have any objection, to raise the same. The communication dated 01.06.2021 of the Registrar of Companies, Gujarat, Dadra & Nagar Haveli has been placed on record so also, the letter dated 14.06.2021 of Shri Srikanta Chithoor Chandrahasan (Ex-Director), informing that they have no objection, if the company is dissolved. The report states that in response to the NoC letter dated 27.05.2022, addressed to the secured creditors, Kotak Mahindra Bank, Mumbai and Punjab National Bank, Mumbai, a reply was received from Kotak Mahindra Bank, vide letter dated 01.06.2022, requesting to provide the further details to trace the accounts of the customers. On 14.06.2022, a letter was addressed, providing the requisite details to the bank as desired. Again, a reply was received form the Kotak Mahindra Bank on 21.06.2022, informing that they are unable to identify the customer/account with a further request to provide more/correct information so as to enable it to identify the customer/ account. The report further provides that so far as the Punjab National Bank is concerned, no reply has been received. While referring to the correspondence with Shri Ajay Pratapray Shanghavi, Ex-Director, while addressing a letter dated 18.08.2022, it is informed that at the time of winding up of the company, there were no secured creditors and both the secured creditors were paid long back before 2009. It is therefore, stated that no objections are received against the proposed dissolution of the company in liquidation. The report further states that as per the certificate issued by the Chartered Accountant M/s.DDS & Associates dated 06.10.2022, certifying that the audit balances of the company in

C/OLR/95/2022 ORDER DATED: 12/04/2023

liquidation, as per the records maintained by the office of the Official Liquidator as on 31.08.2022, is Rs.19,298.96. Since the invoice was not forming part of the report, the same was required to provided, and Mr.Thacker, learned advocate has provided the invoice, which is directed to be taken on record.

8. Reliance is placed on the judgment of the Apex Court in the case of Meghal Homes (P). Ltd. vs. Shree Niwas Girni K.K. Samiti, reported in (2007) 7 SCC 753. It is stated that the Apex Court has noted that if the stay is not granted on an application under Section 433 of the Act of 1956, or for that matter, in terms of Section 466, the proceedings have to go on and the Court can finally pass an order under Section 481 of the Act of 1956, dissolving the company in liquidation. It has been pointed out that when the affairs of the company in liquidation had been completely wound up or the Court finds that the Official Liquidator cannot proceed with the winding up of the company in liquidation for want of funds or for any other reason, the Court can make an order dissolving the company in liquidation from the date of that order, which would put an end to the winding up process.

9. The report further states that half yearly statement of the accounts of the company in liquidation have already been filed before this Court, as provided under Rule 298 of the Companies (Court) Rules, 1959. It is therefore, urged that under the circumstances, it is not possible for the Official Liquidator to further carry out the proceedings of winding up. It is also stated that no assets of the company in liquidation are available. In light of the same, it is urged that the report be accepted and appropriate order may be passed under Section 481 of the Act of 1956 for dissolving the company in liquidation.

C/OLR/95/2022 ORDER DATED: 12/04/2023

10. Heard the learned advocate for the Official Liquidator. Perused the contents of the report so also, the documents placed on record.

11. Considering the contents of the report so also, the observations made by the Apex Court in the case of Meghal Homes (P). Ltd. (supra), the report deserves to be accepted. The Company, namely, M/s.Newage Entertainment Pvt. Ltd., (In Liquidation), is hereby dissolved under Section 481 of the Act of 1956 and the Official Liquidator attached to this Court stands discharged and is relieved as the liquidator of M/s.Newage Entertainment Pvt. Ltd. (In Liquidation).

12. The official liquidator is permitted to make the payment of Rs.1500/- to M/s.DDS & Associates. Chartered Accountants towards preparation of Auditor's Certificate from the funds available in the account of the company in liquidation. Further permission is also granted to transfer the balance amount, if any, from the account of the company in liquidation to the Common Pool Account maintained by the office of the Official Liquidator.

13. It is clarified that in case of any difficulty, the affected party, if aggrieved with the present order, may apply in terms of Section 559 of the Act of 1956.

14. In view of the above, the captioned report is allowed.

(SANGEETA K. VISHEN,J) Hitesh