ORDER : 1. The present petition has been preferred by the petitioner under Sections 433 and 434 of the Companies Act, 1956 (hereinafter referred to as the Act) for appropriate order of winding up of the respondent-Company viz. Amadhi Investments Limited. The petitioner has prayed for the following reliefs: “(a) that the company, namely Amadhi Investments Ltd. be ordered to be would up by and under the direction of this Hon'ble Court under the provisions of section 433 r.w. section 434 of the Companies Act, 1956. (b) that the Official Liquidator attached to this Hon'ble Court, Gujarat, Ahmedabad be appointed Liquidator of the Company to take over all assets and books of accounts and the affairs of the Company under the provisions of the Companies Act, 1956. (c) pending the hearing and final hearing of this petition, the Official Liquidator attached to this Hon'ble Court, Gujarat, Ahmedabad or any other fit and proper person be appointed as provisional liquidator of the Company and its properties, assets, incomes and also business of the Company with all power under Companies Act 1956, including power to take charge of the assets, records, documents, papers, vouchers, bills etc. of the Company. (d) pending the hearing and final disposal of this petition, the Company be itself, its Directors, Manager, Servants, Officers and agents be restrained by an order and injunction of this Hon'ble Court from in any manner directly or indirectly dealing with, disposing off, alienating, selling, encumbering, transferring, parting with possession of any of its assets or properties or dealing with the properties or any of its assets in whatsoever manner or any part thereof. (e) for interim and ad-interim relief's in terms of prayer clauses (c) and (d) above. (f) the cost of this petition may kindly be provided for. (g) for such other and further relief's as the nature and circumstances of the case may require.” 2. Heard Mr. P.V. Patadiya, learned counsel for the petitioner and Mr. Mahesh B. Bariya, learned counsel for the respondent-Company. 3. It is the case of the petitioner that due to personal relation, the petitioner had given financial assistance (loan) of Rs. 5,00,000/- (Rupees Five Lacs) @ 12% interest by way of Cheque No. 752059, drawn on the Karur Vysya Bank Limited, Ashram Road Branch, Ahmedabad-380 009 dated 13.02.2009 and the respondent-Company deposited the said cheque and encashed the same. 3. It is the case of the petitioner that due to personal relation, the petitioner had given financial assistance (loan) of Rs. 5,00,000/- (Rupees Five Lacs) @ 12% interest by way of Cheque No. 752059, drawn on the Karur Vysya Bank Limited, Ashram Road Branch, Ahmedabad-380 009 dated 13.02.2009 and the respondent-Company deposited the said cheque and encashed the same. It is further case of the petitioner that the respondent- Company has not made the payment and the amount is still outstanding. It is averred in the petition that the respondent-Company has confirmed the said amount as per the accounts of the respondent-Company as on 31.03.2010. Even though, the respondent-Company was requested by sending repeated reminders dated 30.04.2010, 01.07.2010, 30.11.2010 and 31.05.2011, the respondent-Company has merely promised to pay the said amount, however, no amount is paid. It is further averred that the total amount, which is due and payable by the respondent-Company as on 30.11.2011 is Rs. 6,82,508/- which includes interest at the rate of 12%. 4. It is further averred in the petition that since the respondent-Company has not made payment, the petitioner sent a statutory notice on 17.06.2011 as contemplated under the provisions of the Act asking the respondent-Company to pay dues of the petitioner as per the amount shown in the statutory notice. Record further reveals that the statutory notice has been duly served upon the respondent-Company, however, no reply has been given nor requisitions of the said statutory notice have been complied with. It is, therefore, case of the petitioner that the respondent-Company is unable to pay its debt within the meaning of Section 434 of the said Act and therefore, the respondent-Company has become commercial insolvent and hence, the same is required to be ordered to be wound up. 5. This Court vide order dated 15.03.2012 issued notice and in response to the same, the respondent-Company appeared through learned counsel Mr. Mahesh Bariya. Inspite of the fact that the respondent-Company was given repeated reminders, no reply has been filed and hence, this Court (Coram: K.M. Thaker, J.) vide order dated 08.07.2013 admitted the present petition and has observed as under:- “6.1. Having regard to the facts and circumstances of present case and above mentioned details, present petition deserves admission. Therefore, below mentioned order is passed: (a) Admit. Having regard to the facts and circumstances of present case and above mentioned details, present petition deserves admission. Therefore, below mentioned order is passed: (a) Admit. (b) At this stage, learned advocate for the petitioner has requested for permission to issue advertisement about admission of the petition. However, with a view to giving last opportunity to the respondent, the request is deferred until 29.07.2013. It would be open to the respondent, during the aforesaid period, to discharge its debts and then make appropriate request to the Court with reference to the order of admission of the petition. If the amount is not paid during the aforesaid time limit, then appropriate order permitting the petitioner to issue advertisement will be passed. (c) In addition to normal mode of service through office, the petitioner is permitted to directly serve the respondent certified copy of this order. S.O to 30.07.2013.” 6. It further reveals from the record that as per the order dated 08.07.2013, the petitioner gave public advertisement and has filed affidavit stating said facts. Record further indicates that by further order dated 01.10.2013, this Court (Coram: K.M. Thaker, J.) passed the following order: “1. Today, the petitioner has filed affidavit of publication declaring that in pursuance of order dated 16.8.2013 the notice of admission of petition and declaring date of final hearing is published on 23.8.2013 in Western Times and Jansatta. 2. According to the order dated 16.8.2013, final hearing of the petition is to take place today. However, petitioner has made affidavit of publication today and due to paucity of time it is not possible to take up final hearing of petition today. Therefore, hearing is adjourned. 3. S.O. to 12.11.2013. 4. In the meanwhile OL is appointed as provisional liquidator who shall take charge of assets, records, documents, papers etc. of the company in liquidation and shall take steps to attach the property/assets of the company in liquidation and also prepare inventory of assets/property of the company in liquidation and shall also take all usual steps as required for giving effect to the order of admission of petition, until final hearing is completed. 5. Having regard to the fact that any other creditor has not come forward in response to the advertisement said to have been issued on 23.8.2013, it is considered appropriate to direct the petitioner to publish an advertisement specifying next date of final hearing. 6. 5. Having regard to the fact that any other creditor has not come forward in response to the advertisement said to have been issued on 23.8.2013, it is considered appropriate to direct the petitioner to publish an advertisement specifying next date of final hearing. 6. The advertisement shall be published in Sandesh Newspaper, Ahmedabad Edition. 7. The Advertisement shall contain reference of the next date of hearing i.e. 12.11.2013.” 7. The petitioner has filed affidavit of publication as per order dated 01.10.2013, which has been published in Gujarati Daily Newspaper “Sandesh” Ahmedabad edition. 8. Learned counsel for the petitioner contended that even though repeated reminders were given and even statutory notice has been issued to the respondent-Company, the respondent-Company has not made any payment towards outstanding dues. He therefore, contended that the respondent-Company is not a going concern and is unable to pay its debt and has lost its financial substratum and therefore, this Court may allow the petition and pass the order of winding up of the respondent-Company, as prayed for in the petition. 9. Learned counsel for the respondent-Company candidly submitted that the respondent- Company is not a going concern and is unable to pay its debt. 10. Considering the aforesaid aspect and on examining the record, it clearly transpires that the petitioner advanced loan of Rs. 5,00,000/- (Rupees Five Lacs) and even though, the same is confirmed, the respondent-Company has neglected to pay the same. 11. Mr. J.S. Yadav, learned counsel for the Official Liquidator submitted that vide order dated 01.10.2013, this Court appointed the Official Liquidator attached to this Court as Provisional Liquidator, however, no further actions are yet taken by the office of the Official Liquidator. 12. Considering the aforesaid facts and circumstances, it is clearly established that the respondent-Company has lost its financial substratum and it has become commercially insolvent, hence, it would be just and proper to direct that the respondent-Company Amadhi Investments Limited be wound up. Accordingly, the respondent-Company Amadhi Investments Limited is hereby ordered to be wound up. The Official Liquidator attached to this Court appointed as Provisional Liquidator as per order dated 01.10.2013 is hereby appointed as Official Liquidator of the respondent-Company and the Official Liquidator is directed to take over the possession of the entire assets of the respondent- Company i.e movable, immovable as well as Bank Accounts etc. The Official Liquidator attached to this Court appointed as Provisional Liquidator as per order dated 01.10.2013 is hereby appointed as Official Liquidator of the respondent-Company and the Official Liquidator is directed to take over the possession of the entire assets of the respondent- Company i.e movable, immovable as well as Bank Accounts etc. The Official Liquidator is further directed to do the needful for winding up of the respondent-Company as provided under the Act. The Official Liquidator shall submit a report within a period of three months. The petition is allowed accordingly.