Gujarat High Court
Official Liquidator Of M/S. Span ... vs Na on 13 December, 2018
Author: R.M.Chhaya
Bench: R.M.Chhaya
C/OLR/138/2018 ORDER
IN THE HIGH COURT OF GUJARAT AT AHMEDABAD
R/OFFICIAL LIQUDATOR REPORT NO. 138 of 2018
In COMPANY PETITION NO. 151 of 2007
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OFFICIAL LIQUIDATOR OF M/S. SPAN MEDICALS LTD (IN
LIQUIDATION)
Versus
NA
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Appearance:
MS REETA CHANDARANA(3023) for the PETITIONER(s) No. 1
for the RESPONDENT(s) No. 1
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CORAM: HONOURABLE MR.JUSTICE R.M.CHHAYA
Date : 13/12/2018
ORAL ORDER
1. Heard Ms. Reeta Chandarana, learned advocate for the applicant.
2. By this report, the Official Liquidator has prayed for dissolution of the company named M/s Span Medicals Ltd. The record indicates that the Company named Span Medicals Ltd. was ordered to be wind up by this Court vide order dated 27.12.2007 passed in Company Petition No. 151 of 2007 and the official liquidator attached to this Court was appointed as Official Liquidator of the Company in liquidation.
3. The record further indicates that the Official Liquidator caused search with the office of the Registrar of Companies and it was found that the Page 1 of 7 C/OLR/138/2018 ORDER registered office of the Company in liquidation was situated at
1) 9th Floor, Corporate Tower, Parimal Crossing Ellisbridge, Ahmedabad-380 006 (w.e.f. 15.05.2007)
2) 4J, 5th floor, Sumeru Centre, Nr.
Suvida Shopping Centre, Paldi,
Ahmedabad
4. The official liquidator further averred that by communication dated 08.02.2008, the official liquidator informed exdirectors and petitioner creditor requesting them to hand over the possession of the aforesaid properties and to remain present on 14.02.2008. The official liquidator has further averred that when the officials of the official liquidator made an attempt to take possession of the said immovable properties, it was revealed by the exdirector as well as representative of M/s. Core Health Care Ltd. that M/s. Span Medicals Ltd. is subsidiary company and only cabin space was occupied by the Company in liquidation in the premises situated at 4J, Sumeri Centre, Paldi, Ahmedabad. The Official Liquidator was further informed that the said premises belongs to one Smt. Chandrakanta V. Shah and a lease agreement was entered into between M/s. Core Health Care Ltd. and Smt. Chandrakanta V. Shah on 26.04.2007. Similarly, the Official Liquidator was also informed that the other property situated at Sangita Complex was also vacated by Page 2 of 7 C/OLR/138/2018 ORDER the Company in liquidation on 08.03.2003. On further search was carried out, it was revealed that the registered office of the Company in liquidation was shifted w.e.f. 26.11.2005 at 303307, Meera Manan Arcade, Nr. Krupa Petrol Pump, Ellisbridge, Ahmedabad. The Official Liquidator has further averred that the ex director also furnished audited accounts, however, the same were filed with the office of the ROC in view of the winding up order. The official liquidator has further averred that even in the balance sheet of M/s. Core Health Care Ltd., it is shown that the company in liquidation was subsidiary company of M/s. Core Health Care Ltd. The Official Liquidator thereafter informed the exdirectors asking them to give further details as provided under Rule 130 of the Company (Court) Rules, 1959. The said statement further reveals that the company in liquidation had only bank balance of Rs.3520/ in State Bank of Saurashtra, Ellisbridge branch, Ahmedabad in current account no. 50310 whereas dues of sales tax authorities of State of Uttar Pradesh and State of Kerala were to the tune of Rs.21,89,912/ and huge dues of unsecured creditors amounting Rs.49,89,30,589/ and preferential creditors to the tune of Rs.21,89,912/.
5. The record also indicates that this Court (Coram : Jayant Patel, J., as their Lordship then were) passed the following order on 26.06.2009 in OLR Page 3 of 7 C/OLR/138/2018 ORDER No. 103 of 2008
1. Since no objection is brought to the notice of this Court against the action of the Official Liquidator to take possession of the registered office having space situated at 4J, 5th Floor, Sumeru Centre, Near Suvidha Shopping Centre, Paldi, Ahmedabad, the action of the OL for such purpose is ratified. It will be for the OL to examine the record of the Company and also to locate the property, if any, and if required, after recording of statements of the ExDirectors of the Company in liquidation. Hence, the second part of the report does not deserve to be granted at this stage, leaving the OL to take action, as may be permissible in law, for location or tracing of the assets of the Company in liquidation.
2. The OLR is disposed of accordingly.
6. The Official Liquidator has further brought on record the certificate issued by Chartered Accountant P.C. Rathod & Company, which shows that the company in liquidation has bank balance of only Rs.180.80. The Official Liquidator relying upon the judgment of the Apex Court in the case of Meghal Homes Pvt. Ltd. vs. Shree Niwas Girni K.K. Samiti reported in (2007) 7 SCC 753, has contended that the liquidator is not in a position to proceed with the winding up of the company for want of funds and assets and therefore, the Company in liquidation deserves to be dissolved as provided under section 481 of the Companies Act, 1956.
Page 4 of 7 C/OLR/138/2018 ORDER7. The Official Liquidator has further averred that the Official Liquidator has also informed the income tax department stating that the Official Liquidator would proceed further for dissolution of the company in liquidation vide communication dated 11.10.2017. Similarly, by a communication dated 04.12.2017, the Official Liquidator has also informed the exdirectors. The Official Liquidator, relying upon the communication dated 25.10.2017 addressed by Registrar of Companies, in response to the communication of the Official Liquidator dated 11.10.2017, has also contended that the Registrar of Companies has expressed that it has no objection if the company is dissolved as prayed for in this report.
8. The Official Liquidator has also further contended that in case if the order of dissolution is passed, any person who has objection to the same can raise such objection within a period of two years from the date of order of dissolution as provided under section 559 of the Act and in facts of this case therefore, the present application for dissolution deserves to be accepted. The Official Liquidator has also averred that half yearly statement of accounts of the company in liquidation has already been filed with this Court as required under Rule 298 of the Companies (Court) Rules, 1959. The Official Liquidator has also further brought on record the fact that a public advertisement was given Page 5 of 7 C/OLR/138/2018 ORDER wherein objection for the proposed dissolution was invited along with other companies, however, the Official Liquidator has not received any objection to the same.
9. It is pertinent to note that other properties, free hold land and building which was shown as fixed assets having value of Rs.97,83,649/ is already subjected to the provisions of SARFAESI Act and the Oriental Bank of Commerce has already taken possession under the said Act as informed by the exdirector Biren R. Shah.
10. In the aforesaid circumstances, it was therefore contended on behalf of the Official Liquidator that the Company in liquidation has no assets and bank balance. It was further contended that it is not possible for the official liquidator to proceed further with the winding up and in view of the fact that no objections are raised by any person, keeping in mind the ratio laid down by the Apex Court in the case of Meghal Homes Pvt. Ltd. (supra), the application be accepted.
11. Having heard the learned counsel appearing for the parties and in facts of the case, this Court is of the opinion that it is a fit case for dissolution of the Company in liquidation named M/s Span Medicals Ltd. as provided under section section 481 of the Companies Act, 1956.
Page 6 of 7 C/OLR/138/2018 ORDER12. Accordingly, the report is allowed in the aforesaid terms.
(R.M.CHHAYA, J) BIJOY B. PILLAI Page 7 of 7