Jharkhand High Court
M/S. Sone Vanaspati Limited vs Official Liquidator on 5 January, 2018
Author: Aparesh Kumar Singh
Bench: Aparesh Kumar Singh
IN THE HIGH COURT OF JHARKHAND AT RANCHI
Company Petition No. 06 of 2009
---
In the matter of M/s Sone Vanaspati Ltd, Ranchi --- ---- Petitioner
---
CORAM:The Hon'ble Mr. Justice Aparesh Kumar Singh
For the Official Liquidator: M/s Sachin Kumar, Advocate, Prahlat Meena, O.L.
Carl Marx, D.O.L
---
53/ 05.01.2018Today, stage has reached where Official Liquidator has proposed the dissolution of the Company in liquidation in terms of the provisions of section 481 of the Companies Act, 1956. A report to that effect dated 03.01.2018 has been furnished, which is kept at Flag-46.
2. The chronology of events needs to be briefly recapitulated hereunder:
At the outset, it is to be noted that the instant liquidation proceedings were initiated at the instance of the Board for Industrial and Financial Reconstruction (BIFR) as the revival of the Company failed. By order dated 19.03.2010 passed by one of my predecessor Hon'ble Mr. Justice R.K. Merathia, J, the Company was directed to be wound up. Necessary compliance in terms of the Company (Court) Rules, 1959 were made by the Official Liquidator by publication in two Dailies in terms of the said order in Form-53. By order dated 21.05.2010, the Official Liquidator was permitted to file a report for valuation of the assets of the Company in consultation with the representatives of the ex-management with notice to the secured creditors. Other incidental directions were also issued to meet travel, supervision expenses, security of the assets of the Company. Mr. Kameshwar Kumar Mittal was appointed as Valuer and asked to submit a report on the assets of the Company in a sealed cover by order dated 09.07.2010. Thereafter, the sale notice was issued for auction of the entire assets of the Company i.e. land with leasehold right and other movable and immovable assets by order dated 26.11.2010. In the meantime, the only secured creditor ICICI Bank Ltd. through Kotak Mahindra Bank Ltd., its assignee, submitted its claim statement which was adjudged as Rs. 76,57,95,974/-. M/s Vijeta Projects & Infrastructure Ltd. got substituted in place of the secured creditor as its successor-in- interest by order dated 07.01.2011. Four offers were received during the auction which took place on 28.01.2011. The highest bid being 4.25 crores was offered by Arun Kumar Gupta. However, the highest bid was settled after further enhancement of Rs. 4.35 crores in favour of Arun Kumar Gupta and the sale was confirmed in his favour by order dated 01.02.2011. The Official Liquidator was permitted to convey the property in favour of M/s Nilambar Trexim & Credit Pvt. Ltd., 94 N.S. Road, 2. Bujbuj, 24 Paragna, West Bengal whose authorized signatory was Arun Kumar Gupta. The Official Liquidator was also directed to disburse the amount to the secured creditor. On 01.04.2011, the Official Liquidator informed about the pendency of a case at Labour Court with regard to the validity of the lock out. A proposal was made to divide proportionately the amount for interim payment to the secured creditors keeping provisions for the claim of the workmen. The Official Liquidator was permitted to inform the Bihar State Pharmaceuticals and Chemicals Development Corporation Limited to take away its generator lying in the factory premises within one month at his own cost. By order dated 15.04.2011, the Official Liquidator was permitted to shift the books and records of the Company under liquidation to the Record Room from its factory premises. He was also permitted to disburse the interim amount of Rs. 3.35 crores in terms of order dated 01.04.2011 directly to the secured creditors on their furnishing undertaking that excess payment, if any, will be returned. The Official Liquidator admitted the claim of the Employees' Provident Fund Organization in full to the extent of Rs. 23,68,772/- as secured claim which was taken note of in the order dated 16.09.2011. In the meantime, the Official Liquidator submitted the annual statements in respect of the Company which was taken on record by order dated 25.11.2011. Statement relating to the affairs of the Company prior to liquidation was also taken on record by order dated 27.04.2012. Report of the Official Liquidator dated 31.10.2012 containing the auditors report has been referred to in support of the submission that the dividend of Rs.
3.85 crores has been paid to M/s Vijeta Projects & Infrastructure Ltd., the assignee of the original secured creditor ICICI Bank Ltd. Learned counsel for the Official Liquidator has pointed out that by order dated 20.05.2011, Official Liquidator was permitted to further disburse the amount of Rs. 50.00 lakhs in favour of the applicant secured creditor. There were few generators lying in deteriorating condition in the premises of the factory, for which Official Liquidator had to incur security expenses. Valuation of these generators were done and sale notices were published by order dated 05.07.2013. However, this exercise ended up in futility. The earnest money of the bidder who failed to take away the generators in question was forfeited in those circumstances. The matter was admitted for hearing by order dated 13.04.2015.
3. Pursuant to the report submitted by the Official Liquidator on 09.08.2017 and 31.08.2017, this Court vide order dated 15.09.2017 permitted the Official Liquidator 3. to sell the obsolete three generators to Mr. Santosh Kumar after receipt of full payment of Rs. 40,000/-. Permission was accordingly granted. It was also taken note of in the said order that after auction of the assets of the Company in liquidation, claim of the substituted secured creditor M/s Vijeta Projects & Infrastructure Ltd being Rs. 95,12,74,844/- have been settled at Rs. 76,57,95,974/- and an amount of Rs. 3.85 crores have been paid to it as interim dividend on the condition that it would refund the amount, if any, paid in excess. It was observed that the claim of the workmen was dependent upon the case pending at Labour Court at Dalmiya Nagar. The workmen submitted a claim of Rs. 4,11,03,279/-. The Official Liquidator was permitted to release the admitted claim of Employees' Provident Fund Organization to the tune of Rs. 23,68,772/-. A compliance report was filed thereafter, which is kept at Flag-44. The obsolete generators were sold to one Mr. Santosh Kumar at a price of Rs. 40,000/- and he took away the scrap materials. The claim of Rs. 23,68,772/- was transmitted to the Employees' Provident Fund Organization in terms of the previous order. The status of the case in Labour Court however could not be inquired into by that date. However, a prayer was made by the Official Liquidator to the effect that out of Rs. 17,65,855/- now available with him, he was in a position to disburse the amount of Rs. 17.00 lakhs to the ex-workmen only on the outcome of the pending labour case. An amount of Rs. 65,855/- was proposed to be earmarked towards liquidation expenses when the matter was taken up on 24.11.2017. The Official Liquidator proposed to keep the amount of Rs. 17.00 lakhs with the Registrar General of this Court as no other outstanding dues were to be settled except that of the ex-workmen of the Company whose case was pending at Dalmiya Nagar.
4. Upon furnishing of the report by the Learned Registrar General pursuant to the order dated 24.11.2017, the Official Liquidator was permitted to transfer the amount of Rs. 17.00 lakhs by way of fixed deposit to the Registrar General of this Court by the order dated 15.12.2017. The Official Liquidator has come prepared with the fixed deposit of Rs. 17.00 lakhs in favour of the Learned Registrar General of this Court. As per the information furnished by the Labour Court contained in letter dated 16.12.2017, the matter has been decided and award has been sent to the Labour Department for publication of award. The Official Liquidator has proposed to keep the amount of Rs. 65,855/- for liquidation expenses after transfer of the amount of Rs. 17.00 lakhs in favour of the Learned Registrar General of this Court 4. in the form of fixed deposit for disbursement to the workers of the Company, subject to the approval of this Court.
5. In the aforesaid sequence of facts and the exercise undertaken towards liquidation of the Company, now no other claims are pending before the Official Liquidator. Out of the sale proceeds on account of the assets of the Company, proportionate share of the secured creditor has been released pursuant to the orders of this Court passed earlier. Upon publication of the award of the Labour Court, outstanding claim of the workmen would be disbursed in equitable proportionate share in terms of the award through the Learned Registrar General of this Court with the assistance of the Official Liquidator. The Official Liquidator has therefore proposed to dissolve the Company in terms of section 481 of the Companies Act, 1956.
6. Having considered the entire statement of facts and the steps taken towards liquidation of the assets of the Company in question, this Court is of the considered view that an order in terms of section 481 of Companies Act, 1956 can be passed for liquidation of the Company. Accordingly, it is ordered that the Company be dissolved. Let the order be communicated to the Registrar of Companies in terms of sub-section 2 of section 481 of the Act of 1956. On receipt of the award of the Labour Court, the Official Liquidator would take steps for disbursement of the claims of the workmen in terms of the award upon proper identification in a proportionate manner out of the sum of Rs. 17.00 lakhs kept with the Registrar General of this Court. Learned Registrar General would also do the needful in this regard.
7. This Company Petition stands disposed of accordingly. All reports furnished by the Official Liquidator stands disposed of. Pending interlocutory applications are also disposed of.
(Aparesh Kumar Singh, J) Ranjeet/