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 an appropriate order of winding up of the respondent Company, namely, M/s. Gujarat Synthwood Limited. 2. By way of this petition, the petitioner has prayed for the following reliefs: “(a) the Respondent Company, namely Gujarat Synthwood Limited, be wound up by and under the orders and directions of this Hon'ble Court under the provisions of the Companies Act, 1956. (b) the Official Liquidator attached to the High Court of Gujarat at Ahmedabad be appointed as liquidator of the respondent Company with all powers under the Companies Act, 1956 including power to take charge of the assets, affairs, books of accounts, documents, vouchers, bills, etc. of the said Company. (c) pending the hearing and final disposal of this petition, the Official Liquidator attached to the High Court of Gujarat at Ahmedabad or some other fit and proper person be appointed as the Provisional liquidator of the respondent Company and its properties, assets, incomes and also business of the said Company will all powers under Companies Act 1956, including power to take charge of the assets, records, documents, papers, vouchers, bills, etc. of the said Company. (d) pending the hearing and final disposal of this petition, the respondent Company, its Directors, Managers, Servants, Agents and Officers be restrained by an order of this Hon'ble Court from in any manner, directly or indirectly dealing with, disposing off, alienating, selling encumbering, parting with possession or creating third party interest, transferring any of its assets and properties in whatsoever manner or any part thereof. (e) grant the interim and ad-interim reliefs in terms of prayer clauses (c) and (d) above. (f) provide for costs of the petition. (g) grant such further and other reliefs, as this Hon'ble Court may deem fit and proper in the nature and circumstances of the case.” 3. Heard Mrs. Swati Soparkar, learned advocate for Mr. B.S. Soparkar for the petitioner. Though served, no one appears for the respondent Company. Mr. Mishra, learned Deputy Official Liquidator is present. 4. Mrs. Swati Soparkar, learned advocate for Mr. Heard Mrs. Swati Soparkar, learned advocate for Mr. B.S. Soparkar for the petitioner. Though served, no one appears for the respondent Company. Mr. Mishra, learned Deputy Official Liquidator is present. 4. Mrs. Swati Soparkar, learned advocate for Mr. B.S. Soparkar contended that the respondent Company is not a going concern and is commercially insolvent and is unable to pay its debt and has lost its financial substratum and this Court may allow the petition and pass an order of winding up of the Company. 5. It is the case of the petitioner that the petitioner Company has advanced an amount of Rs. 25,10,000/- by way of inter-corporate loans to the respondent in the year 1992, initially, for a period of 3 years. The petitioner has averred that the last renewal of the two loans which were advanced was made vide communication dated 23.2.2011 for a period of one year. As averred in the petition, such loans were advanced on interest free basis on the mutual agreement that the respondent will repay the loan amount as demanded by the petitioner herein. The petitioner has relied upon the communication dated 31.3.2012 and the petitioner has asserted that the respondent Company has acknowledged the debt of inter- corporate loan. It is further the case of the petitioner that over and above these two loans because of cordial business relationship between the parties, the petitioner also made several payments on behalf of the respondent from time to time during the period from 1991 to 2003 for which debit notes amounting to Rs. 6,15,611/- was also sent which has also been acknowledged and confirmed by the respondent Company vide communication dated 31.3.2012. The petitioner has further relied upon the communication dated 15.10.2012 and has asserted that by the said communication, demand was raised by the petitioner for the total outstanding of Rs. 31,25,611/- asking the respondent to pay the said amount due and payable to the petitioner Company latest by 30.12.2012. 6. It is the case of the petitioner that as several reminders both oral and written were not responded to, the petitioner issued a statutory notice dated 10.4.2013 under Sections 433 and 434 of the Companies Act, 1956 which came to be served upon the respondent. 6. It is the case of the petitioner that as several reminders both oral and written were not responded to, the petitioner issued a statutory notice dated 10.4.2013 under Sections 433 and 434 of the Companies Act, 1956 which came to be served upon the respondent. The petitioner has further averred that in reply to the said notice, the respondent Company has vide communication dated 26.4.2013 has informed the learned advocate of the petitioner that the respondent Company does not deny the liability to pay, but has impressed its inability to arrange for the funds as it is incurring huge losses. 7. It appears from the record of the petition that this Court (Coram: K.M. Thaker, J.) vide order dated 9.7.2013 has issued notice. However, no one appeared on behalf of the respondent and ultimately by an order dated 12.8.2013, this Court admitted the matter and passed the order of admission in the following terms: “10. Therefore, below mentioned order is passed: Admit. Notice of admission of petition to be published within one week from today. Final hearing of the petition shall take place on 21.10.2013, or any date thereafter, subject to convenience of the Court. In the meanwhile, by way of interim arrangement, reliefs in terms of Para 15(c) is granted. The Official Liquidator as Provisional Liquidator shall take necessary steps in accordance with law. Considering the facts of the case, interim relief in terms of Para 15(d) is also granted.” 8. The record further indicates that by a further order dated 29.8.2013, a clarification was made by this Court (Coram: K.M. Thaker, J.) directing the petitioner to publish the notice of admission of the petition and the date of final hearing of the petition in Divya Bhaskar, Gujarati daily and Indian Express, English daily in Surat and Vadodara editions. 9. The record indicates that thereafter, the aforesaid order of notice of admission has been published, as directed and an affidavit to that effect dated 21.10.2013 is filed by the petitioner Company through its authorised person. 10. Even when the matter is called out for its final hearing today, no appearance is filed by the respondent Company. 11. 9. The record indicates that thereafter, the aforesaid order of notice of admission has been published, as directed and an affidavit to that effect dated 21.10.2013 is filed by the petitioner Company through its authorised person. 10. Even when the matter is called out for its final hearing today, no appearance is filed by the respondent Company. 11. Having heard the learned advocate for the petitioner and on perusal of the petition, statutory notice and the reply to the statutory notice, it transpires that even after receipt of the statutory notice, the dues which have been acknowledged by the respondent Company have not been paid and the same remained outstanding. The reply to the statutory notice which is extensively quoted by this Court in its order dated 12.8.2013 as well as considering the contents of the reply given by the respondent Company dated 26.4.2013, wherein it is stated by the authorised signatory of the respondent Company as under: “We are in receipt of your letter dated April 10, 2013, in this connection, we have to state that while we do not deny our liability to pay, the fact is that the Company had been incurring huge losses from the beginning only. It does not have the necessary fund for making payment demanded vide your above letter. We regret the inconvenience caused.” 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-M/s. Gujarat Synthwood Limited be ordered to be wound up. Accordingly, the respondent Company is hereby ordered to be wound up. The Official Liquidator attached to this Court appointed as provisional liquidator vide order dated 12.8.2013 passed by this Court (Coram: K.M. Thaker, J.) is hereby appointed as Official Liquidator of the respondent Company and the Official Liquidator is directed to take over 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 needful for winding up of the respondent Company as provided under the Companies Act, 1956. The Official Liquidator shall submit a report within a period of three months from the date of receipt of this order. 13. Accordingly, this petition is allowed in the above terms.