In Re: Official Liquidator of Amadhi Investments Limited v. .
2019-10-10
A.J.DESAI
body2019
DigiLaw.ai
ORDER : 1. By this report under section 481 of the Companies Act, 1956, the official Liquidator has prayed for dissolution of the company, named, M/s. Amadhi Investment Limited, which was ordered to be wound up vide order dated 01.10.2013 read with order dated 12.11.2013 by this Hon'ble Court in Company Petition No. 5 of 2012. 2. That, the Official Liquidator deputed his staff at the office of the Registrar of Companies, Ahmedabad, Gujarat for the purpose of taking search of the records maintained by the Registrar of Companies, Gujarat it appeared that initially said company was having its following Registered office Situated at EL-10, Memnagar Complex, New Sahkar Association, Near State Bank of India, Memnagar, Ahmedabad and also office of the company Situate at 1st Floor, Shop No. 2, 163, Patel Vas, Opposite Petrol Pump, Near Khodiyar Mata Mandir, Memnagar, Ahmedabad. 3. That, the Official Liquidator most respectfully submits that the Official Liquidator filed compliance report being Official Liquidator's Report No. 10 of 2014, before this Hon'ble High Court of Gujarat praying that pleased to take the said facts on record of this Court to the Official Liquidator in taking possession of Registered office Situated at EL-10, Memnagar Complex, New Sahkar Association, Near State Bank of India, Memnagar, Ahmedabad. This Hon'ble Court passed an order dated 24.07.2014, passed in Official Liquidator's Report No. 10 of 2014 directed that the premises in question could not have said to be that of company premises, the Official Liquidator is now not take any further action in respect the premises as now nothing further is required to be done as Official Liquidator cannot take possession of the premises in light of fact that premises did not belong to Company. Accordingly, letter dated 08.07.2015 received from Shri Ramesh Sanabhai Parmar along with undertaking from Mrs. Manishaben Patel requested to take on record and vacate the premises. In this connection the Official of Official Liquidator has removed the seal from registered office Situated at EL-10, Memnagar Complex, New Sahkar Association, Near State Bank of India, Memnagar, Ahmedabad and all the records which were lying were packed in the cloth. Total 5 potla has been got prepared for shifting of the record to the office of the official Liquidator, and the premises situated above has been handed over to Mr. Vijaybhai M. Patel, authorized representative of Mrs. Manishaben Pankajbhai Patel, owner of the premises on 17.08.2015.
Total 5 potla has been got prepared for shifting of the record to the office of the official Liquidator, and the premises situated above has been handed over to Mr. Vijaybhai M. Patel, authorized representative of Mrs. Manishaben Pankajbhai Patel, owner of the premises on 17.08.2015. That, the Official Liquidator most respectfully submits that the Statement of Affairs filed by the ex-director of the company, all the particulars of Assets are NIL and also as per Statement recording under Rule, 130, there are no assets of the company. That, Official Liquidator further submits that where a Company has been dissolved, the Hon'ble Court may at any time within Two years of the date of dissolution, on application by the liquidator of the Company or by any other person who appears to the Hon'ble Court to be interested, make an order, upon such terms as the Hon'ble Court thinks fit, declaring the dissolution to have been void in terms of the provisions of section 559 of the Companies Act, 1956 and thereupon such proceedings may be taken as might have been taken if the Company had not been dissolved. That the Official Liquidator craves leave for file an application before Hon'ble Court, if required in the interest of justice as well as in the interest of shareholders of Company in Liquidation. That, as per the Books of Accounts maintained by the Office of the Official Liquidator, the fund position of the aforesaid Company (In Liquidation). As on 13.03.2019 is "Nil." The same has also been certified by Chartered Accountant in his report as Auditor Balance Certificate of M/s. Amadhi Investment Ltd. (In Liquidation). That, the Official Liquidator further most respectfully submits that, except the above information, no other information is available. That, the Official Liquidator is having no available assets for sale, funds to make the payment of debts of the company. 4. That, the Official Liquidator further submits that no information/details are available with the Official Liquidator except as provided in the preceding paragraphs. Therefore, in the absence of relevant information/records, liquidation proceedings cannot be proceeded further. Therefore, it is just and proper case to dissolve the aforesaid Company in the interest of justice. 5.
4. That, the Official Liquidator further submits that no information/details are available with the Official Liquidator except as provided in the preceding paragraphs. Therefore, in the absence of relevant information/records, liquidation proceedings cannot be proceeded further. Therefore, it is just and proper case to dissolve the aforesaid Company in the interest of justice. 5. That, Official Liquidator most humbly submits that during the process, prior intimation letters for dissolution of the subject company were sent to the Registrar of Companies, Gujarat, Income-Tax Department, Secured Creditors, Petitioner Creditor and Ex-directors of the subject company regarding proposed dissolution vide official Liquidator various letters dated 25.02.2019. However, no objection, if any, by any concerned, is received by the Official Liquidator. Therefore, the Official Liquidator humbly opine that the subject company may be dissolved at the earliest by suitable order of this Hon'ble High Court. 6. That, the Official Liquidator most respectfully submits that NOC from Registrar of Companies in respect of M/s. Amadhi Investment Ltd. (In Liquidation), has been received vide letter dated 21.08.2019 stating that their office has no objection for finally winding up of subject mentioned company provided that the liabilities if any of the company that might arise subsequently for which company's Ex-Director should be held liable. 7. That, the Official Liquidator most respectfully submits that as per the provision of Section 481 of the Companies Act, 1956 when the affairs of a company have been completely wound up or when the Court is of the opinion that the Liquidator cannot proceed with the winding up of a company for want of funds and assets or for any other reason whatsoever and it is just and reasonable in the circumstances of the case that an order of dissolution of the company should be made, the Court shall make an order that the company be dissolved from the date of the order and the company shall be dissolved accordingly. 8. Having heard the learned advocate for the Official Liquidator and on perusal of the record of this report and in facts of this case and considering the ratio laid down by the Hon'ble Apex Court in the case of Meghal Homes Pvt. Ltd. (supra), the report deserves to be accepted.
8. Having heard the learned advocate for the Official Liquidator and on perusal of the record of this report and in facts of this case and considering the ratio laid down by the Hon'ble Apex Court in the case of Meghal Homes Pvt. Ltd. (supra), the report deserves to be accepted. The Company, named, Amadhi Investment Limited is hereby dissolved under Section 481 of the Act and the Official Liquidator attached to this Court stands discharged and is relieved as liquidator of Amadhi Investment Limited (In Liquidation). 9. In case of any difficulty, affected party, if aggrieved with the present order, may apply for reviewing the same under the provisions of Section 559 of the Companies Act, 1956. 10. Accordingly, the report is allowed in the aforesaid terms.