Gujarat High Court
In The Matter Of Official Liquidator vs P. P. Rawat (Vol. Liquidator) on 19 April, 2018
Author: C.L. Soni
Bench: C.L. Soni
C/OLR/132/2017 ORDER
IN THE HIGH COURT OF GUJARAT AT AHMEDABAD
R/OFFICIAL LIQUDATOR REPORT NO. 132 of 2017
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IN THE MATTER OF OFFICIAL LIQUIDATOR
Versus
P. P. RAWAT (VOL. LIQUIDATOR)
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Appearance:
MS REETA CHANDARANA(3023) for the PETITIONER(s) No. 1
OFFICIAL LIQUIDATOR(16) for the PETITIONER(s) No. 1
MRS SANGEETA N PAHWA(527) for the RESPONDENT(s) No. 1
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CORAM: HONOURABLE MR.JUSTICE C.L. SONI
Date : 19/04/2018
ORAL ORDER
1. The present report is filed with following prayers made in paragraph No.16 thereof:
"(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 subject to submission of affidavit by ex-
directors of the Company 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 29.04.2017.
(c) That, the Official Liquidator most respectfully submits that the related office expenses of the office of Official Liquidator for submitting this report is Rs. 10,000/- approximately. Therefore, this Hon'ble Court may be pleased to direct the Vol.Liquidator of M/s. GSFS Capital Page 1 of 8 C/OLR/132/2017 ORDER and Securities 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.
(d) To pass such other appropriate order/orders as this Hon'ble Court may deem fit and proper in the interest of justice."
2. Paragraph Nos.4, 6 to 15 read as under:
"4. That, at the Extra -Ordinary General Meeting of the Company was held on 01.07.2014, a Special Resolution was passed by the members of the company stating that the company be wound up voluntarily, pursuant to the provisions of Section 484(1) (b) of the Companies Act, 1956 . In the said meeting Shri. P.P.Rawat was appointed as Liquidator of the Company with a remuneration of Rs. 5,00,000/- Copy of Special Resolution passed in Extra Ordinary General Meeting of the Company held on 01.07.2014 is annexed herewith and marked as Annexure "D".
6. That, the Company, in compliance with the requirements of the provisions of Section 485(1) of the Companies Act, 1956, with regard to publication of special resolution passed at Extra Ordinary Meeting of the Company in news papers and Government Gazette, have published the same in daily News Papers "Western Times" in English in Ahmedabad edition and were published on 12.07.2014 and in Official Gazette on 24.07.2014. Copies of the Newspaper dated 12.07.2014 of "Western Times and that of Government Gazette dated 24.07.2014 are annexed hereto and marked as Annexure "F" (Colly.).
7. That, the final statement of accounts of the Company was approved at the General Meeting of the Company which was held on 29.04.2017 in pursuance of Section 497 Page 2 of 8 C/OLR/132/2017 ORDER of the Companies Act, 1956 and the Voluntary Liquidator has filed the final statement of accounts of the Company in Form Nos. 156 and in Form No. 157 as per Rule 329 and 331 of the Companies (Court) Rules, 1959, respectively, for the period from 01.07.2014 to 20.03.2017 (i.e. the date of commencement of members' Voluntary Winding up to closure of Voluntary Winding up process of the Company) before the Registrar of Companies, Gujarat on 22.05.2017 and submitted a copy of the same to this office. Copies of Form Nos. 156 and 157 filed with Registrar of Companies are annexed herewith and marked as Annexure "G" (Colly.).
8. That, the Official Liquidator submits that the position of the assets and liabilities of the company as on 20.03.2017 are as under: Assets:
Estimated Assets Estimated Value (Rs) Value Realized (Rs) Cash in Hand 2,048/- 2,048/-
Cash at Bank 11,96,486.51 11,96,486.51
Loan and 13,20,60,313/- 13,29,12,266/-
Advances
Receipts as per - 89,79,966.56
Trading Account.
TOTAL(Rs) 15,85,68,008.07
Liabilities:
Legal Charges 5,763/-
Liquidators Remuneration 5,00,000/-
Cost of Notices in Newspaper 2,67,194/-
Gazette
Cost of Gazette 6,30/-
Incidental outlay (Establishment 7,414/-
charges and other Expenses of
Liquidation)
Bank Charges. 1,02/-
Professional Fees. 77,537/-
Income Tax, Service Tax. 3,53,604/-
Dividend Distribution Tax 1,78,47,781/-
Page 3 of 8
C/OLR/132/2017 ORDER
Payment to Preferential Creditors 18,06,479/-
Payment to Unsecured Creditors 30,364/-
Total 2,08,96,868/-
Surplus (Rs) 13,76,71,140/-
9. That, in view of the above final Statement of Accounts, surplus amount is Rs. 13,76,71,140/- has been remained and members of the company by vide letters dated 05.08.2014 addressed to Mr. P.P.Rawat being Vol.Liquidator stated that dividend declared in liquidation payable to me as first joint shareholder on the list of contributories directly to "Gujarat State Financial Services Limited." So amount of surplus of Rs. 13,76,71,140/- has been transferred to the account of M/s. GSFS Capital and Securities Limited by a way of issuing DD transaction dated 20.03.2017 as per statement of account of No. 914020028964797 of M/s.
GSFS Capital and Securities Limited (In Vol.Liqn) of Axis Bank. A Copy of letter Dated 05.08.2014 and statement of account of Axis Bank as mentioned above are annexed herewith as Annexure H "Colly."
10. 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 29.04.2017 after giving advertisement in news papers and the Official Gazette. The notice of final meeting of the company was published in daily News Papers "Sandesh, in in Gujarati Editions and Times of India in Ahmedabad edition was published on 24.03.2017 and in Official Gazette on 27.04.2017. Copies of the Newspaper dated 24.03.2017 and that of Government Gazette dated 27.04.2017 are annexed hereto and marked as Annexure "I" (Colly).
11. That, the Voluntary Liquidator has intimated to "Income Page 4 of 8 C/OLR/132/2017 ORDER Tax Officer, Circle-4 of Ahmedabad vide its letter dated 04.07.2014 regarding his appointment as Voluntary Liquidator of the said Company. The Copy of letter Dated 04.07.2014, is annexed herewith and marked as Annexure "J."
12. That, the Voluntary Liquidator has intimated to Chief Officer, securities and Exchange Board of India, Mumbai vide it's letter dated 14.07.2014 regarding cancellation/ surrendering of Merchant Banking Registration certificate and further stated in the letter that Company's Registration with SEBI as Category-1 Merchant Banker expired on 15.03.2013 and no application for renewal of Registration made by the Company. A copy of letter dated 14.07.2014 is annexed herewith as Annexure-"K".
13. That, the Voluntary Liquidator Shri. P.P. Rawat has submitted a copy of affidavit dated 05.06.2017 by mentioning therein that "there are no dues to any government department against the said GSFS Capital And Securities Limited and no prosecution pending against the company and its directors, of the Company if any demand occurs in future we are agree to pay /indemnify for the same. However ex-directors have not submitted affidavit. A copy of affidavit dated 05.07.2017 is annexed herewith as Annexure-L
14. The office of Official Liquidator has issued a letter dated 12.10.2017 to the Registrar of Companies for issue of "NOC" in response to the said letter Registrar of Companies issued NOC Dated 25.10.2017 by mentioning therein that "this office has no objection for finally Vol.Winding up of the said company and liabilities if any arise subsequently for which Company's Directors and Vol.Liquidator would be liable." A Copy of NOC is annexed herewith as Annexure M.
15. That, upon scrutiny of the records submitted by the Page 5 of 8 C/OLR/132/2017 ORDER Voluntary Liquidator, it is observed that the necessary compliance of 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."
3. Learned advocate Ms.Reeta Chandarana appearing for the Official Liquidator has submitted that as in the report, on voluntary winding up of the M/s. Gujarat State Financial Services Limited ("the company"), necessary statutory procedure of passing special resolution in extra-ordinary general meeting of the company and of appointing voluntary Liquidator was followed. She submitted that the Voluntary Liquidator called for the final meeting of the members of the company and advertisement of such final meeting was also given in newspapers having wide circulation and also in the official Gazette and to concerned statutory authorities including their concerned departments were also informed about the voluntary winding up of the company. She submitted that Registrar of the company has issued No Objection Certificate for final winding up of the company. She submitted that on scrutiny of the record of the company submitted by the Voluntary Liquidator, it appeared to the Official Liquidator that the affairs of the company did not seem to have been conducted in a manner prejudicial to the interest of its members or to public interest. She, therefore, submitted that the Court may permit the final dissolution of the company in exercise of powers of under Section 497 of the Companies Act, 1956 ("the Act") Page 6 of 8 C/OLR/132/2017 ORDER and direct the Voluntary Liquidator to preserve the books of accounts of the company for a period of five years from the date of the dissolution of the company and also direct the Voluntary Liquidator of the company to pay the cost of Rs.10,000/- being the expenses relating to the filing of the present report before this Court.
4. The Court, having heard learned advocate Ms.Chandarana and having considered the contents of the report with the statement of assets and liabilities of the company at Page No.15 and the Liquidator's statement of accounts of winding up as certified the Chartered Accountant at Page No.25 and having also considered that as stated by the Official Liquidator in the report, 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, finds that the company could be ordered to be dissolved in terms of Section 497 of the Act with the direction to the Voluntary Liquidator to preserve the books of accounts of the company for a period of five years from the date of dissolution of the company.
5. Learned advocate Ms.Pahwa appearing for the Voluntary Liquidator states that Voluntary Liquidator has no objection if the prayers contained in the report are granted.
6. In view of the above, the company - M/s. Gujarat State Financial Services Limited which has been wound up voluntarily is ordered to be dissolved under Section 497 of the Act. The company shall stand dissolved from the date of submission of the report to this Court. The copy of the present order shall be transmitted to the Registrar of the company. The Voluntary Liquidator 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. The voluntary Liquidator is further directed to pay an amount of Rs.10,000/- being Page 7 of 8 C/OLR/132/2017 ORDER the cost / expenses relating to the filing of the present report before this Court to the office of the Official Liquidator within a period of two weeks from the date of receipt of this order. The report stands disposed of.
(C.L. SONI, J) GUPTA* Page 8 of 8