Madras High Court
The Official Liquidator vs Unknown on 4 March, 2022
Author: M.Sundar
Bench: M.Sundar
Company Application No.64 of 2022
in CP.No.173 of 1994
IN THE HIGH COURT OF JUDICATURE AT MADRAS
Dated: 04.03.2022
CORAM
THE HON'BLE MR.JUSTICE M.SUNDAR
Company Application No.64 of 2022
in
Company Petition.No.173 of 1994
The Official Liquidator
High Court, Madras as the
Liquidator of M/s.Disposable Medi Aids Limited
(In Liquidation) .. Applicant
This application is preferred, under Section 460(4), 481 and 555 of
the Companies Act, 1956 Read with Rules 9 and 11(b) of the Companies
(Court) Rules, 1959, prays
(a) To take this report on record;
(b) To permit the Official Liquidator to file the final account along
with auditor's certificate issued by M/s.Sarathy & Vasu Chartered
Accountant appointed by this Hon'ble Court for maintenance of accounts
of the office of the Official Liquidator;
(c) To form an opinion that the liquidator cannot proceed with the
winding up and that it is just and reasonable to make an order to dissolve
the company under Section 481 of the Companies Act, 1956;
(d) To grant permission to transfer the balance amount lying to the
credit of the company in Prov. Liquidation to the undistributed assets
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Company Application No.64 of 2022
in CP.No.173 of 1994
account under Section 555 of the Companies Act, 1956 after meeting all
the expenses related to the winding up proceedings of the company
including the incidental cost of present application; and
(5) To pass such further or other order/s as this Hon'ble Court may
deem fit and proper in the circumstances of the case.
For Applicant : Mr.Bavisetty Sridhar
Deputy Official Liquidator
ORDER
This order will govern captioned company application i.e., Company Application No.64 of 2022.
2. Captioned company application has been taken out by the 'Official Liquidator attached to this Court' [hereinafter 'OL' for the sake of convenience and brevity] and Mr.Bavisetty Sridhar, learned 'Deputy Official Liquidator' [hereinafter 'Deputy OL' for the sake of convenience and clarity] is before this Court.
3. Captioned application has been taken out by OL inter alia under Section 481 of 'The Companies Act, 1956' [hereinafter 'said Act' for the sake of convenience and brevity] with a prayer for dissolution of https://www.mhc.tn.gov.in/judis 2/8 Company Application No.64 of 2022 in CP.No.173 of 1994 'Disposable Medi Aids Limited' [hereinafter 'said company' for the sake of convenience brevity].
4. A 'report of OL dated 13.12.2021' [hereinafter 'said report' for the sake of convenience and clarity] has been filed in support of captioned application.
5. Adverting to paragraph Nos.2 to 6 of said report, learned Deputy OL submits that the trajectory the liquidation process has taken in this company Court has been captured in these paragraphs. Suffice to say that this Court is informed (by adverting to said report) that there were four secured creditors, they have approached the jurisdictional Debt Recovery Tribunal [DRT] and the consortium leader of secured creditors has not responded to communication from the office of OL. Paragraph Nos.2 to 6 of said report read as follows:
'2. That by an order dated 03.08.2021 made in C.P.No.173 of 1994 passed by this Hon'ble Court, M/s.Disposable Medi Aids Limited was wound up and the Official Liquidator attached to this Hon'ble Court was appointed as the Liquidator of the company with directions to take charge of the assets and effects of the https://www.mhc.tn.gov.in/judis 3/8 Company Application No.64 of 2022 in CP.No.173 of 1994 company in liquidation. A copy of the order dated 03.08.2001 is enclosed as Annexure-A to this report for kind reference of this Hon'ble Court.
3. That on perusal of the records maintained by the office of the Register of Companies, Tamil Nadu, Chennai there were five directors as on 31.03.1999. However, as per Form No.32(3 Nos.) filed subsequently, all the five directors of the company have resigned in April 2000. Therefore as per the information available in the records of Registrar of Companies, Tamil Nadu, Chennai, the company as on the date of liquidation is not having any directors.
4. That also as per the information contained in the records available with the Registrar of Companies Chennai, the following are secured creditors.
a) IDBI
b) IFCI Ltd.,
c) State Bank of India and
d) ICICI Limited
5. That in pursuance to the order of winding passed by this Hon'ble Court, the Official Liquidator deputed officials to the registered office/factory premises of the company situated at Plot No.A33 & 36, Madras Export Processing Zone, Kadaperi, Tambaram, Chennai-45 on 04.10.2001 for taking possession of the assets, books and records of the company in liquidation. However the deputed officials have reported that one of the representative of ICICI Limited, one of the secured creditor informed that by virtue of the order dated 12.05.2000 passed by DRT, Chennai made in https://www.mhc.tn.gov.in/judis 4/8 Company Application No.64 of 2022 in CP.No.173 of 1994 I.A.No.2839 of 1999 in O.A.No.627/99, the secured creditors viz., ICICI Ltd., IDBI and IFCI Ltd., being the petitioners/applicant to the said application has obtained orders wherein ITCOT was appointed as receiver to take possession of the both movable and immovable properties of the company in liquidation and to sell the same after publication of invitation of 'sealed tenders'. Based on the said order and the subsequent order dated 02.07.2003 made in O.A.No.627/99, the assets of the company in liquidation were sold and the commissioner, MEPZ was directed to disburse the amount of the sale proceedings. However, the officials deputed to company's premises on 25.10.2005 to enquire about the status has reported that it was ascertained from MEPZ Administrative Office that the assets were sold to the two companies which are now running in the name style viz., Igrashi Technologies Pvt. Ltd., and M/s.Igrashi Brush Cards Pvt. Ltd., which are functioning in MEPZ Administrative Office, MEPZ, further informed that for the details of assets, the same may be ascertained from the ITCOT, appointed as the official receiver by DRT.
6. That the Official Liquidator has issued a letter on 21.03.2006 to the secured creditors of the company in liquidation to furnish the details of sale of the assets of the company. In response to the letter, the secured creditor replied on 01.04.2006 that the ICICI Limited is the one of the consortium leader and the details regarding the sale of assets may be ascertained from the said Bank. However, no reply was submitted by the other creditors.' https://www.mhc.tn.gov.in/judis 5/8 Company Application No.64 of 2022 in CP.No.173 of 1994
6. Be that as it may, what is of relevance is paragraph No.8 of said report of OL which reads as follows:
'8. The funds position of the company in liquidation as at the date of filing of this application is as follows:-
Cash - Nil
Bank - Nil
Investments - Nil'
7. In the light of the aforementioned said report of OL, this Court therefore is of the opinion that liquidation cannot be proceeded for winding up of said company not only for want of funds but just and reasonable circumstance exists for dissolution of said company.
8. This takes us to prayer in the captioned application which is made up of five limbs. Limb (d) is of no consequence in the light of paragraph No.8 of said report which has been extracted and reproduced supra.
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9. In the light of the narrative thus far, captioned application is ordered by acceding to prayer limbs (a), (b) and (c). To be noted, prayer
(e) is the usual residuary limb of a prayer.
10. Captioned application disposed of in the aforesaid manner. There shall be no order as to costs.
04.03.2022 mk M.SUNDAR. J https://www.mhc.tn.gov.in/judis 7/8 Company Application No.64 of 2022 in CP.No.173 of 1994 mk Company Application No.64 of 2022 in CP.No.173 of 1994 04.03.2022 https://www.mhc.tn.gov.in/judis 8/8