Gujarat High Court
Jitendra Jaysinrao Shinde vs Gujarat Filaments Limited on 10 January, 2019
Author: C.L. Soni
Bench: C.L. Soni
C/COMP/74/2016 IA ORDER
IN THE HIGH COURT OF GUJARAT AT AHMEDABAD
OFFICIAL LIQUDATOR REPORT NO. 1 of 2018
IN R/COMPANY PETITION NO. 74 of 2016
==========================================================
OFFICIAL LIQUIDATOR OF GUJARAT FILAMENTS LIMITED (IN LIQUIDATION) Versus JITENDRA JAYSINRAO SHINDE ========================================================== Appearance:
MR PATHIK M ACHARYA for the PETITIONER(s) No. OFFICIAL LIQUIDATOR for the PETITIONER(s) No. MRS SANGEETA N PAHWA for the RESPONDENT(s) No. NOTICE NOT RECD BACK for the RESPONDENT(s) No. ========================================================== CORAM: HONOURABLE MR.JUSTICE C.L. SONI Date : 10/01/2019 IA ORDER
1. The Official Liquidator has taken out the present report with following prayers made in paragraph No.9 thereof:
"a) This Hon'ble Court may be pleased to ratify the action of the Official Liquidator to not take over possession of the Regd. Office & Factory premises of the Company in liquidation due to circumstances as stated in Para 2 and 4 of this report.
b) This Hon'ble Court may be pleased to consider that the Official Liquidator craves leave of Hon'ble High Court to file further report upon conclusion of scrutiny of Statement of Affairs.
c) Such other and further orders and directions as may be deemed just and appropriate may also be passed looking to the above facts and circumstances."
2. Learned advocate Mr.Acharya submitted that for the facts Page 1 of 7 C/COMP/74/2016 IA ORDER stated in the report and considering the documents placed with the further report which include the copies of the sale deeds as also the assignment deeds in respect of the properties, possession of which could not be taken over by the Official Liquidator, as the company no longer continued to be the owner of such properties, the Court may accept the report and ratify the action of the Official Liquidator of not taking over the possession of the Registered Office and the factory premises of the company in liquidation.
3. Learned advocate Mr.Chaturvedi appearing for learned advocate Mrs.Sangeeta Pahwa for respondent No.2 states that the respondent No.2 has no objection, if the report is accepted. Learned advocate Mr.Acharya for the Official Liquidator states that the presence of other respondent is not required for ratifying the action of the Official Liquidator and he seeks permission to delete them from cause title. Permission is granted. The other respondents stand deleted from the cause title of the Report.
4. In the report, the Official Liquidator has stated in paragraph Nos.2 and 4 as under:
"2. That, upon receipt of the said winding up order, the Official Liquidator deputed his Company Secretary at the office of the Registrar of Companies, Gujarat, Ahmedabad for taking inspection of the records available at the office of Registrar of Companies, Ahmedabad to ascertain the details of the Regd. Office assets of the Company and the particulars of the Ex-Directors and secured creditors of the Company. While taking inspection of concerned file of the Company with the ROC's, Ahmedabad, it was observed that the Company having Regd. Office & Factory premises situate as under:Page 2 of 7
C/COMP/74/2016 IA ORDER
A) Regd. Office:
M/s. Gujarat Filaments Ltd.,
B-204, Mile Stones, Vasna Bhayali Road, Vadodara, Gujarat- 390 015 B) Factory Premises:
1. M/s. Gujarat Filaments Ltd.
Plot No. 2502 and 2505, GIDC Halol Industrial area, Kanjari, Dist. - Panchmahal, Taluka - Halol,
2. M/s. Gujarat Filaments Ltd.
Mauje Gorda, Tehsil- Kotputli, Dist- Jaipur, Rajasthan
3. M/s. Gujarat Filaments Ltd.
Block -C, Goverdhan nagar, Halol-Kalol Road, Halol- 389 350
4. Old Registered Office address C- 1, Deep Kunj Society, Makarpura, Vadodara - 390 007 As per the sale deed submitted by ex-director, it is seen that all the assets (factory premises) of the Company i.e. Land, Building, Plant, Machinery, Stock etc were sold by the company under direction of Secured Creditors and there after no commercial activity has been undertaken by the company (In Liqn.) Ex-director has submitted deed of assignment between ICICI Bank Ltd to M/s. Kingston Threads Pvt Ltd executed on dated 31.12.2004, deed of assignment of between IFCI Ltd to Siddhi Co. Op. Bank Ltd. executed on dated 26.09.2008, No due Certificate given by State Bank of India dated 24.03.2008, Sale documents of (Land) property no. 1 executed on dated 18.11.2009, and scrap of plant at property no. 1 executed on dated 26.08.2009, Sale documents of (Land) property no. 2 executed on dated 12.07.2005 and scrap of plant at Page 3 of 7 C/COMP/74/2016 IA ORDER property no. 2 executed on dated 10.12.2004, Sale documents of property no. 3 executed on dated 18.10.2006, sale deed executed on 22.11.2007 for property no. 4 (earlier Registered Office). As regards to property at (A), the ex-directory has submitted a copy of index dated 06-01-2018 and copy of sale deed dated 08-06-2010 and based on these documents it appears that property mentioned at (A) in para 2 does not belongs to company (In Liqn.). Further based on above all documents, it appears that all the property of company (In Liqn.) as mentioned in (B) above had been sold during 2004-2009 which was more than 1 year prior to the date of presentation of petition for the winding up and therefore possession of the same could not be taken.
4. That, the Official Liquidator further most respectfully submits that the Official Liquidator deputed his officials at the Regd. Office of the Company for taking over possession of the said Company in liquidation on 22-12-2016 situated at B-204, Mile Stones, Vasna Bhayalli Road, Vadodara, Gujarat. No one appeared on behalf of the petitioner of the above named Company despite intimation given to them in advance. The officials observed that said premises were residential flat and one family was living at this premises and there was no sign board at the premises of the company (in liqn). Meanwhile, Shir. Kailashnath A. Misra, Ex-director of the company (In Liqn) came and informed that the said office belongs to the Shri. Madan Mohan Nigam (Father in-law of son of ex-director Shri. Kailashnath A. Misra) and does not belong to the company (In Liqn). He further stated that the company was using some part of the above said premises without any consideration. In this regards a copy of electricity bill of said premises was provided by Shri. Kailashnath A. Misra Ex-director of the company (In Liqn). After observing the same, it is found that the said Page 4 of 7 C/COMP/74/2016 IA ORDER office was a personal property of Shri. Madan Mohan Nigam. The same is verified from sale deed dated 09- 06-2010 and Index of properties dated 06-01-2018. Further officials asked ex-director of the company in liquidation about statutory records and accounts records of the company in liquidation, he said that all the records are lying with statutory Auditor for the purpose of preparation of Statement of Affairs of the company in liquidation and he assured he will submit all the documents with Official Liquidator after filing statement of Affairs. Then, Officials also inquired to Shri. Kailashnath A. Misra, Ex-director of the company (In Liqn) about other assets, land and building of the company (In liqn) at various places (records as per ROC search report). He stated that all the properties of the company have been sold out under the direction of secured creditors. The ex-director has also submitted a copy of sale deeds executed in the 2004 to 2009 as mention in para 2, which exhibits that the company has sold all the properties of the company, which is much prior to presentation of winding up of petition dated 01.03.2016 and winding up order dated 26.09.2016. Hence, no action lies under section 531 A of the Companies Act, 1956.
Under the above said circumstances, the Official Liquidator has verified that company petition no. 74 of 2016. It is observed that the winding up petition is presented on 01-03-2016 and winding up order is passed on dated 26-09-2016. However, the assets and property of company were sold much prior to the presentation of winding up petition and winding up order. Therefore, the Official Liquidator cannot re-open OR claim properties which were already sold in the year 2004 to 2009 as mention in para 2, which is years before prior to the presentation of winding up petition. As regards to the Registered office of company the official Liquidator has verified title documents of the Page 5 of 7 C/COMP/74/2016 IA ORDER property i.e. a copy of sale deed dated 09-06-2010 and latest index dated 06-01-2018 from which it is observed that Shri. Madan Mohan Nigam is owner of the property which he has purchase wide sale deed no. 7341 dated 09-06-2010 registered in Sub Registrar Office, Akota, Vadodara. As per copy of latest index dated 06-01-2018 it is observe that the ownership of property is in the name of Shri. Madan Mohan Nigam.
In view of above facts and circumstances and documents produced, officials of Official Liquidator could not take the possession of Regd. Office and other property as mention in para 2. A copy of minutes dated 22-12-2016, a copy of sale deed dated 09-06-2016, a copy of sale deed dated 09-06-2010 and index dated 06-01-2018 are annexed herewith and marked as Annexure-"C" (colly.)."
5. The Official Liquidator has filed further report dated 03.05.2018 giving the details of the properties as per the record available with the Registrar of the Company. The details given read as under:
Sr Description of property Date of sale deed or Owner name Annexures no. agreement
1. Regd. Office: - Sale deed dated Shri. Madan Annexure -
09.06.2010 Mohan Nigam 'A' "Colly"
B-204, Mile Stones,
- Copy of Index
Vasna Bhayali Road, - Copy of Electricity bill
Vadodara, Gujarat- 390
015
2. Factory Premises - Deed of Assignment M/s. LET Tech Annexure -
dated 18.11.2009 Pvt. Ltd. 'B' "Colly"
M/s. Gujarat Filaments
(immovable)
Ltd., Plot No. 2502, - Copy of Sale of Scrap
Dated 26.08.2009
GIDC Halol Industrial
(Movable)
area, Kanjari, Dist. -
Panchmahal, Taluka -
Halol,
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C/COMP/74/2016 IA ORDER
3. Factory Premises - Copy of Power of M/s. Great Annexure -
Attorney dated Value Good 'C' "Colly"
Mauje Gordanpura,
21.10.2004
Tehsil- Kotputli, Dist- - Copy of Sale deed dated 12.07.2005 Jaipur, Rajasthan (immovable)
- Copy of Sale of Scrap Dated 10.12.2004 (Movable)
4. Staff quarters Sale deed dated Four Annexure -
18.10.2006 (Twelve individuals 'D' "Colly"
Block -C, Goverdhan
quarters) having three
nagar, Halol-Kalol Road, flats each
Halol- 389 350
5. Old Registered Office Owned by Smt. Smt.Savitridevi Annexure -
Savitridevi and Subrat and Subrat K. 'E' C-1, Deep Kunj K. Tripathi. Tripathi Society,Makarpura, Copy of Index and Tax Receipt dated Vadodara - 390 007 12.07.2017 of Vadodara Mahanagarpalika.
6. Old Registered Office Copy of Sale deed M/s.JET Tech Annexure -
dated 22.11.2007 Pvt. Ltd. 'F'
801-A wing, Alkapuri
Arcade, R. C. Dutt road,
Baroda
6. The Court has perused the contents of the report with the further report. The documents of sale deeds as also assignment deeds are considered. The Court, having heard learned advocate Mr.Acharya for the Official Liquidator and having considered that the facts stated in the present report are supported by the documents placed with the further report, finds that the action of the Official Liquidator of not taking over the possession of the properties mentioned in paragraph Nos.2 and 4 of the present report could be ratified. Accordingly, the report is accepted with the prayers made therein. The report stands disposed of accordingly.
(C.L. SONI, J) GUPTA* Page 7 of 7