Gujarat High Court
Unknown vs Jitendra H. Mehta on 30 January, 2018
Author: C.L.Soni
Bench: C.L. Soni
O/OLR/13/2018 ORDER
IN THE HIGH COURT OF GUJARAT AT AHMEDABAD
OFFICIAL LIQUDATOR REPORT NO. 13 of 2018
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IN THE MATTER OF OFFICIAL LIQUIDATOR,....Applicant(s)
Versus
JITENDRA H. MEHTA....Respondent(s)
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Appearance:
MS REETA CHANDARANA, ADVOCATE for the Applicant(s) No. 1
OFFICIAL LIQUIDATOR for the Applicant(s) No. 1
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CORAM: HONOURABLE MR.JUSTICE C.L. SONI
Date : 30/01/2018
ORAL ORDER
(1) The present report is filed with following prayers made in para-
12.
(a) This Hon'ble Court may be pleased to take on record, 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 to 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 31.03.2016.
(c) That, the Official Liquidator most respectfully submits that the related office expenses of the office of Official Liquidator for submitting this report are Rs.10,000/- approximately. Therefore, this Hon'ble Court may be pleased to direct the directors of M/s.Tricot International Limited to pay such cost to the office of Official Liquidator or any other amount as may be considered appropriate by this Hon'ble Court.
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O/OLR/13/2018 ORDER
(d) To pass such other appropriate order/orders as this Hon'ble
Court may deem fit and proper in the interest of justice. (2) As stated in the report, M./s.Tricot International Limited ("the Company") passed special resolution in its extraordinary general meeting of shareholders for voluntary winding up of the company and appointed M/s.J. H. Mehta and Company, Chartered Accountant as Voluntary Liquidator.
(3) Paras-4 to 11 of the present report read as under:
4. That, the Board of Directors of the Company submitted the Declaration of Solvency and affidavit dated 25.11.2015 under section 488 of Companies Act, 1956 in form No.149 as prescribed under Rule 313 of the Companies (Court) Rules, 1959 along with affidavit dated 25.11.2015 wherein it was stated that company is solvent company and it has no debt. A copy of Declaration of solvency and affidavit dated 25.11.2015 and form GNL-2 filed with ROC are annexed hereto and marked as Annexure "C" (colly).
5. That, the Voluntary Liquidators have given notice under rule 315 of the Companies (Court) Rules, 1959 and filed Form No.152 for his appointment as Voluntary Liquidator with Registrar of Companies Gujarat published notice of appointment of Voluntary Liquidator in Gujarati Edition Newspaper "Lok Mitra" in English on 15.12.2015 and Gujarat Government Gazette dated 25.02.2016. Copy of Form No.152 filed with Registrar of Companies Gujarat and Newspaper dated 15.12.2015 and Gujarat Government Gazette dated 25.02.2016 are annexed herewith and marked as Annexure "D".
6. That, the final statement of accounts of the company was approved at the General Meeting of the Company which was held on 25.05.2016 in pursuance of Section 497 of the Companies Act, 1956 and the Voluntary Liquidator has filed the final statement of accounts of the Company in Form Nos.156 & 157 as per Rule 329 and 331 of Companies (Court) Rules, 1959, respectively, for the period from 02.12.2015 to 31.03.2016 (i.e. the date of commencement of members' Voluntary Winding up to closure of Voluntary Winding up process of the Company). Copy of Form Nos.156 & 157 are submitted herewith and marked as Annexure "E" (Colly.) Page 2 of 6 HC-NIC Page 2 of 6 Created On Tue Jan 30 23:29:27 IST 2018 O/OLR/13/2018 ORDER
7. That, the Official Liquidator submits that the position of the receipts and payment of the company as on 31.03.2016 are as under:
Receipts:
Particular Amount
Cash at Bank 14,79,480/-
Total (Rs.) 14,79,480/-
Payment:
Particular Rs.
Legal Charges 37,500/-
Liquidator's Remuneration 34,350/-
Cost of Notices in Newspaper and Gazette 10,070/-
Incidental outlay charges and other expenses 10,318/-
Creditors 5,000/-
Return to Equity Shareholders 13,81,744/-
Total 14,78,982/-
Surplus (Rs.) 498
8. That, the Voluntary Liquidator in pursuance of Section 497(2) of the Companies Act, 1956 has convened the final meeting of the members of the company held on 25.05.2016 after giving advertisement in newspapers and the Official Gazette. The notice of final meeting of the company was published in daily newspapers "Free Press" in English Editions on 12.04.2016 and Gujarati newspaper "Lok Mitra" on 12.04.2016 both in Ahmedabad edition and in Gujarat Government Official Gazette on 19.05.2016. Copies of the newspaper dated 12.04.2016 and that Gujarat Government Gazette dated 19.05.2016 are annexed hereto and marked as Annexure "F"
(Colly.)
9. That Official Liquidator submits that this office has issued letter dated 01.11.2017 to office of Registrar of Companies, Gujarat for issued of NOC, in response to letter dated 01.11.2017 the office of Registrar of Companies issued a NOC by letter dated 12.12.2017. A copy NOC dated 12.12.2017 issued by Registrar of Companies is enclosed herewith and marked as Annexure "G".
10. That, Official Liquidator submits that on perusal of information submitted by Voluntary Liquidator it appears that Voluntary Page 3 of 6 HC-NIC Page 3 of 6 Created On Tue Jan 30 23:29:27 IST 2018 O/OLR/13/2018 ORDER Liquidator may not have intimated to Income Tax Department as required under the Income Tax Act regarding his appointment. However, since the aforesaid matter is pertaining to the duty of Voluntary Liquidator, the Official Liquidator has already intimated to Voluntary Liquidator for compliance of the same.
11. That, upon scrutiny of the aforesaid company's records submitted by the Voluntary Liquidators, it is seen that the necessary compliance of the provisions of Section 497 and other relevant provisions of the Companies Act, 1956 and Companies (Court) Rule, 1959, as applicable thereto have been made. That, having regard to all the facts and circumstances of the case, the affairs of the Company does not seem to have been conducted in a manner prejudicial to the interest of its members or to public interest. This Hon'ble Court may be pleased to decide the Official Liquidator's Report on merits and be pleased to pass an order for dissolution of the above-named company and direct the Voluntary Liquidator to preserve the Books of Accounts for a period of 5 years from the date of dissolution of the company in terms of Section 497(6) of the Companies Act, 1956.
(4) Learned advocate Ms.Chandarana for the Official Liquidator submitted that from the record and the papers submitted by the Voluntary Liquidator to the Official Liquidator, the Official Liquidator could find that the provisions of Section 497 of the Companies Act, 1956 ("the Act") for voluntary winding up were complied with and the affairs of the company does not seem to have been conducted in a manner prejudicial to the company, its members and even to the public interest. Ms.Chandarana submitted that as stated in the present report, the Voluntary Liquidator appears not to have given intimation to the Income Tax Department and, therefore, the Official Liquidator brought to his notice for necessary compliance in this regard, however, since, in the facts of the case, it appears that all relevant provisions of Section 497 of the Act were complied with and the affairs of the company appear not to have been conducted in a manner prejudicial to the company, its members and to the public interest, the Court may order dissolution of the company under Page 4 of 6 HC-NIC Page 4 of 6 Created On Tue Jan 30 23:29:27 IST 2018 O/OLR/13/2018 ORDER Section 497 of the Act and also direct the directors of the company to pay office expenses of Rs.10,000/- to the Official Liquidator for carrying out the present report for dissolution of the company.
(5) The Court, having heard learned advocate Ms.Chandarana for the Official Liquidator and having considered the contents of the present report with the provisions of Section 497 of the Act, finds that as stated in the report, when the relevant provisions of Section 497 of the Act appear to have been complied with and when the affairs of the company are stated not to have been conducted in a manner prejudicial to the company, its members, as also to the public interest, the company could be ordered to be dissolved in terms of Section 497 of the Act. However, while ordering dissolution of the company under Section 497 of the Act, the Voluntary Liquidator is required to be directed to preserve the Books of Accounts of the company for a period of five years from the date of dissolution of the company. As the Official Liquidator is required to incur expenses for the purpose of making present report seeking dissolution of the company in terms of Section 497 of the Act, the directors of the company are required to be directed to pay Rs.10,000/- being office expenses to the Official Liquidator.
(6) In view of the above, the company is ordered to be dissolved in terms of Section 497 of the Act from the date of submission of the report. The Voluntary Liquidator - M/s.J. H. Mehta and Company, Chartered Accountant is directed to preserve the Books of Accounts of the company for a period of five years from the date of dissolution of the company.
(7) The directors of the company are directed to pay Rs.10,000/- being office expenses to the Official Liquidator within a period of four Page 5 of 6 HC-NIC Page 5 of 6 Created On Tue Jan 30 23:29:27 IST 2018 O/OLR/13/2018 ORDER weeks from the date of receipt of this order.
(8) The report stands disposed of accordingly.
( C.L.SONI, J. ) vijay Page 6 of 6 HC-NIC Page 6 of 6 Created On Tue Jan 30 23:29:27 IST 2018