Pursues Case Regarding Liquidation of Company, Says Report May Be Allowed After Complete Wound up of Company’s Affairs: Gujarat High Court

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A single-judge bench of Gujarat High Court consisting of Honourable Mr Justice A.Y. Kogje reviewed the report, as submitted by the Official Liquidator of the M/s. Neptune Equipment Pvt. Ltd. for the liquidation of the said company. Considering the provisions of Section 481 of the Companies Act,1956, the affairs of the company had been completely wound up, the report was allowed.

Background

M/s. Neptune Equipment Pvt. Ltd., a private limited company, which was ordered to be wound up vide an Order dated 15.12.2010 as passed in Company Petition No. 91 of 2010. Hence, the process of liquidation of the company had begun 10 years ago, as the Order was passed in 2010. The matter had got delayed since then.

Hence, the Official Liquidator of M/s. Neptune Equipment Pvt. Ltd. had submitted various contentions in a report and had asked this Court to pass appropriate Order of dissolution of the Company in liquidation.

Submissions before the Court

The Official Liquidator of the applicant company had made various submissions. It was stated by him that as per the ROC record available with his office, the said company had an authorized share capital of RS. 10,00,000 and a paid-up share capital of Rs. 40,00,000 and also mentioned the names of its Ex-directors. 

He also submitted that as per the search report, the secured creditors of the company were Vijaya Bank, Asset Recovery Management Branch, and the Ahmedabad Peoples’ Cooperative Bank Ltd. The Vijaya Bank had thus informed vide a letter dated 23.03.2011, it had disposed of the company’s factory and building and that its account had later been closed under OTS Scheme. A representative of Ahmedabad Peoples’ Cooperative Bank Ltd. had also informed that the other properties owned by the company at Vatva and Aslali were also sold by the bank.

It was further submitted by the Official Liquidator that ex-directors of the company had been intimated by him to remain present for the recording of their statements in the office of the Official Liquidator under Rule 130 of the Companies (Court) Rules, 1959. As per that statement of affairs, the bank account of the said company as of 30.09.2020 had only a balance of Rs. 2,15,919.

Stated that as per the provisions of Section-481 of the Companies Act, 1956, when the Court gets satisfied that all the affairs of the company had been completely wound up and it will be just and reasonable to dissolve the company, the Court shall pass such an order. 

It was also contended by the Official Liquidator that he had informed the ex-directors of the company, Income Tax Department, and also to ROC, and they had no objection in the event of dissolution of the company.

He had also submitted that relying upon the judgment passed by the Supreme Court of India in the case of Meghal Homes Pvt. Ltd. Vs. Shree Niwas Girni K.K.Samiti, (2007) 7 SCC 753, the Court may pass an appropriate order for dissolving the company.

Court’s Observations

The Gujarat HC perused the record of the report, which was submitted by the Official Liquidator of the company, and took into consideration the facts of the present case.

The Court further observed that similar issues had been adjudicated by the Honorable Supreme Court of India in the case of Meghal Homes Pvt. Ltd. (Supra), and is considered the ratio laid down in that case, and hence observed that the report in the present case deserves to be accepted.

Court’s Decision

In light of the submissions put forth by the learned Advocate appearing for the Official Liquidator, the Court ordered the dissolution of the company, viz. M/s. Neptune Equipment Pvt. Ltd. (in liquidation). Accordingly, the report was allowed.

Along with that, the Court also directed the Official Liquidator to transfer the amount available in the same company’s Bank A/c to a common pool A/c, as maintained by the office of the Official Liquidator.

The Court also recommended that in case the affected party feels aggrieved with the present order, may later apply for reviewing the same in accordance with the provisions of Section 559 of the Companies Act, 1956.

Click here to read the judgment.


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