Gujarat High Court
Official Liquidator vs Vasant L Patel, Voluntary Liquidator Of ... on 20 April, 2022
Author: Bhargav D. Karia
Bench: Bhargav D. Karia
C/OLR/112/2020 ORDER DATED: 20/04/2022
IN THE HIGH COURT OF GUJARAT AT AHMEDABAD
R/OFFICIAL LIQUDATOR REPORT NO. 112 of 2020
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OFFICIAL LIQUIDATOR
Versus
VASANT L PATEL, VOLUNTARY LIQUIDATOR OF M/S BHARAT BOBBINS
LIMITED
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Appearance:
MR PATHIK M ACHARYA(3520) for the Applicant(s) No. 1
DHARA P BHATT(7530) for the Respondent(s) No. 1
MR. PARTH H BHATT(6381) for the Respondent(s) No. 1
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CORAM:HONOURABLE MR. JUSTICE BHARGAV D. KARIA
Date : 20/04/2022
ORAL ORDER
1. Heard learned advocate Mr. Pathik M. Acharya for the Official Liquidator and learned Advocate Ms. Dhara P. Bhatt with learned Advocate Mr. Parth H. Bhatt for the respondent.
2. This report is filed seeking following reliefs:
"(a) This Hon'ble Court may be pleased to take on records, the report of the Official Liquidator.
(b) The above named Company may kindly be ordered to be dissolved in terms of Section 497(6) of the Companies Act, 1956, from the date of submission of this report this Hon'ble Court and, to direct the Voluntary Liquidator to preserve the Books of Accounts of the Company (In members' Vol. Liqn.) for the period of 5 years from the date of dissolution of the Company in terms of resolution passed at the meeting held on 31.07.2020, after receipt of clarification from Voluntary Liquidator of the Company regarding realized value of free hold property as mentioned in Para 16 of this report.Page 1 of 10 Downloaded on : Fri Apr 22 20:59:59 IST 2022
C/OLR/112/2020 ORDER DATED: 20/04/2022
(c) That, the Official Liquidator most respectfully submits that the related office expenses of the office of Official Liquidator for submitting this report is Rs.7,500/- approximately. Therefore, this Hon'ble Court may be pleased to direct the Vol. Liquidator of M/s. Bharat Bobbins Limited to pay such cost of the office of Official Liquidator or any other amount as may be considered appropriate by this Hon'ble Court.
(d)To pass such other appropriate order/orders as this Hon'ble Court may deem fit and proper in the interest of justice."
3. The brief facts of the case are that M/s. Bharat Bobbins Limited, i.e. the Company in Liquidation, submitted the documents with regard to the voluntary liquidation to the Office of the Official Liquidator on 20.01.2020. From a perusal of the said documents, it is found that the Final Meeting of the company in liquidation as is required to be held as per the provisions of Section 497 of the Companies Act, 1956, is yet to be held by the liquidator of the company in liquidation. Accordingly, the Official Liquidator issued a letter dated 17.03.2020 to the voluntary Liquidator to hold the meeting of the company in liquidation as per Section 497 and to submit a report to the Office of the Official Liquidator.
3.1. After conducting final meeting, the Voluntary Liquidator submitted necessary documents to the Office of the Official Liquidator on 31.07.2020 and the said documents have been scrutinized by the Office of the Official Liquidator for submitting a report in terms of Section 497(6) of the Companies Page 2 of 10 Downloaded on : Fri Apr 22 20:59:59 IST 2022 C/OLR/112/2020 ORDER DATED: 20/04/2022 Act, 1956 on the basis of the information derived from those records.
3.2. The company in liquidation is incorporated under the provisions of the Companies Act, 1956, and is registered with the Registrar of Companies, Mumbai, State of Bombay on 15.09.1942 vide CIN U51909GJ1942PLC000168. The company in liquidation is having its authorised share capital of the company in liquidation is Rs.25,00,000/- and paid up share capital is Rs.10,00,000/-.
3.3. The Board of Directors of the Company submitted a copy of Declaration of Solvency dated 25.07.2014 under section 488 of the Companies Act, 1956 in Form No. 149 as prescribed under Rule 313 of the Companies (Court) Rules, 1959 wherein, it was declared that "We have made full inquiry in to the affairs of the company and that having done so we have formed an opinion that this company has no debt and it will be able to pay its debt in full within a period of thirty six months from the Commencement of Winding up."
3.4. The Voluntary Liquidator gave a notice under Rule 315 of the Companies (Court) Rules, 1959 & filed Form No.152 for his appointment as Voluntary Liquidator of the Company in liquidation before the Registrar of Companies, Gujarat in E-form GNL-2, on 01.08.2014 vide SRN C13965132.
3.5. In compliance of the requirements of the Page 3 of 10 Downloaded on : Fri Apr 22 20:59:59 IST 2022 C/OLR/112/2020 ORDER DATED: 20/04/2022 provisions of Section 485 (1) of the Companies Act, 1956, with regard to publication of special resolution passed in Extra Ordinary General Meeting of the Company in newspaper and Government Gazette, the same was published in daily News Paper Indian Express in English language on 02.08.2014 in Ahmedabad edition and in Official Government Gazette on 07.08.2014.
3.6. The final statement of accounts of the Company were approved at the General Meeting of the Members of the company in liquidation which was held on 31.07.2020, in compliance of the provisions of Section 497 of the Companies Act, 1956 and the Voluntary Liquidator also filed the financial accounts of the Company in Form No. 156 and in Form No. 157 as per Rule 329 and 331 of Companies (Court) Rules, 1959, respectively, for the period from 30.07.2014 to 15.06.2020 (i.e. the date of commencement of Members' Voluntary Winding up process to closure of Winding up process of the Company).
3.7. According to the Official Liquidator the position of the assets and the liabilities of the company in liquidation as on 15.06.2020 are as under:
Assets:
Estimated Estimated Value Value Realized Assets (Rs) (Rs) Cash in Bank 3,37,62,250/- 3,47,32,442/-Page 4 of 10 Downloaded on : Fri Apr 22 20:59:59 IST 2022
C/OLR/112/2020 ORDER DATED: 20/04/2022 Cash in Hand 52,361/- 52,361/-
Loans & 6,70,261/- -
Advances
Free Hold 1,25,521/- -
Property
Investment - 1,05,000/-
other than
Marketable
Security viz.,
Gratuity Fund
Total 3,46,10,393/- 3,48,89,803/-
Liabilities :
Liquidator's Remuneration 50,000
/-
Cost of Notices in 43,20
Newspaper and Gazette 2/-
Other Expenses of 4
Liquidation 2,66,950/-
Payment to Unsecured 72,000
Creditors /-
Total
44,32,152/-
Surplus (Rs.) 3,0
(3,48,89,803-44,32,152) 4,57,651/-
3.8. In view of the above final Statement of Accounts of the company in liquidation, the surplus amount of Rs.3,04,57,651/- has already been divided amongst the members. The details of payment of dividend and the distribution of tax paid are as under:
Surplus Particulars Distributed Amount Amount (Rs) Page 5 of 10 Downloaded on : Fri Apr 22 20:59:59 IST 2022 C/OLR/112/2020 ORDER DATED: 20/04/2022 3,04,57,6 Dividend to 16,97,258/-
51/- Contributories
Dividend Distribution 40,23,418/-
Tax
Dividend to 2,37,36,975/
Contributories -
Return to Capital 10,00,000/-
Total 3,04,57,651/
-
3.9. The details submitted by the Voluntary Liquidator of shareholders of the company in liquidation and the number of shares held by them are as under:
Sr. Name of Address No. of
No. Shareholders shares
held
1. Pine Spring 1005, 10th 99,994
Organisers, LLP Floor, Safal
(Now Known as HN Profitaire,
Safal Realtech Corporate Road,
LLP) Opp. AUDA
Garden,
Prahladnagar,
Ahmedabad-
380015, Gujarat.
2. Uday Hasmukhlal 32A, Basant 1
Vora (Nominee of Bahar Bungalows,
Pine Spring Nr. Purshottam
Organizers LLP) Nagar Bust Stop,
(Now known as HN Daskroi, Bopal,
Safal Realtech Ahmedabad-
LLP) 380058, Gujarat.
Page 6 of 10
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C/OLR/112/2020 ORDER DATED: 20/04/2022
3. Dhiren Hasmukhlal 20, Basant Bahar 1
Vora Bungalows, Nr.
Nominee of Pine Purshottam Nagar
Spring Organizers Bust Stop,
LLP) Daskroi, Bopal,
(Now known as HN Ahmedabad-
Safal Realtech 380058, Gujarat.
LLP)
4. Hasmukhlal 20, Basant Bahar 1
Nyalchand Vora Bungalows, Nr.
(Nominee of Pine Purshottam Nagar
Spring Organizers Bust Stop,
LLP) Daskroi, Bopal,
(Now known as HN Ahmedabad-
Safal Realtech 380058, Gujarat.
LLP)
5. Mukesh 20, Basant Bahar
Rampushottam Bungalows, Nr.
Agarwal Purshottam Nagar
(Nominee of Pine Bust Stop,
Spring Organizers Daskroi, Bopal,
LLP) Ahmedabad-
(Now known as HN 380058, Gujarat.
Safal Realtech
LLP)
6. Sandip Govindnivas, Nr. 1
Rampushottam Panchvati Auto
Agarwal Services,
(Nominee of Pine Karnavati Club,
Spring Organizers S.G. Highway,
LLP) Ahmedabad -
380055, Gujarat
7 Trilokchand Amaltas 1
Givindram Agarwal Plantation
(Nominee of Pine Bungalow,
Spring Organizers Sarkhej Highway,
LLP) Ahmedabad - 380
(Now known as HN 055, Gujarat
Safal Realtech
LLP)
Total 10,000/-
3.10. The Voluntary Liquidator, as per the
provisions of Section 497(2) of the Companies Act, Page 7 of 10 Downloaded on : Fri Apr 22 20:59:59 IST 2022 C/OLR/112/2020 ORDER DATED: 20/04/2022 1956 convened the Final General Meeting of the Members of the Company on 31.07.2020, after giving advertisement in newspapers and the Official Gazette.
The notice of final General meeting of the company was published in the daily newspaper 'Business Standard' in English language Edition and in Gujarati language Newspaper 'Loksatta Jansatta' published in Ahmedabad edition on 17.06.2020 and in Official Gazette on 25.06.2020.
3.11. The Voluntary Liquidator intimated to the Assistant Commissioner of Income Tax, Circle-1, A- Wing, Room No. 309, 3rd Floor, Pratyaksh Kar Navjivan Trust Building, Ambavadi, Ahmedabad, vide letter dated 12.09.2014 regarding No Demand is outstanding in terms of provisions of Section 178 of Income Tax Act, 1961 and the same is also acknowledge by the Income Tax Department on 18.09.2014.
3.12. The Directors and Voluntary Liquidator furnished duly notarized affidavit dated 04.08.2010 to the Official Liquidator's office declaring that "there is no Prosecution Pending against the Company and its directors and further stated that any liabilities of the Company that might arise in future, after Winding up of the Company, they shall personally be held liable for the same and they agreed to pay / indemnify for the same."
3.13. The office of the Official Liquidator issued letter dated 10.06.2020 to the Registrar of Page 8 of 10 Downloaded on : Fri Apr 22 20:59:59 IST 2022 C/OLR/112/2020 ORDER DATED: 20/04/2022 Companies, Gujarat, for issuance of NOC in the aforesaid matter. In response to the aforesaid letters dated 10.06.2020, the office of the Registrar of Companies issued NOC in the said matter vide letter dated 31.07.2020, mentioning therein that "This office has no objection for finally Winding up the subject Company provided that the liabilities, if any of the Company that may arise subsequently for which Company's Directors shall be held liable."
3.14. The Voluntary Liquidator also furnished form no. 153 & 154, which are required to be filed with the office of Registrar of Companies, to the Office of the Liquidator as per the provisions of Rule 326 & 327 of Companies Court (Rules), 1959.
4. In view of above, the official Liquidator has therefore prayed that the Company M/s. Bharat Bobbins Limited may kindly be ordered to be dissolved in terms of Section 497(6) of the Companies Act, 1956, from the date of submission of this report this Hon'ble Court and, to direct the Voluntary Liquidator to preserve the Books of Accounts of the Company (In members' Vol. Liqn.) for the period of 5 years from the date of dissolution of the Company in terms of resolution passed at the meeting held on 31.07.2020, after receipt of clarification from Voluntary Liquidator of the Company regarding realized value of free hold property.
5. In view of the above, the above named Company in Page 9 of 10 Downloaded on : Fri Apr 22 20:59:59 IST 2022 C/OLR/112/2020 ORDER DATED: 20/04/2022 liquidation is ordered to be dissolved in terms of Section 497(6) of the Companies Act, 1956, from the date of submission of this report this Court and the Voluntary Liquidator is directed to preserve the Books of Accounts of the Company (In members' Vol. Liqn.) for the period of 5 years from the date of dissolution of the Company in terms of resolution passed at the meeting held on 31.07.2020. The Voluntary Liquidator of M/s. Machinery & Equipment Manufacturers Private Limited to pay Rs.7,500/- towards cost for submitting this report to the office of Official Liquidator.
6. This report is accordingly disposed of.
(BHARGAV D. KARIA, J) PALAK Page 10 of 10 Downloaded on : Fri Apr 22 20:59:59 IST 2022