ORDER : 1. Heard learned advocate Mr. Dhawan Jayswal for the applicant. 2. By this report under Section 481 of the Companies Act, 1956 (For short “the Act”) the Official Liquidator has prayed for dissolution of the company, namely, M/s. Arya Silk Mills Pvt Ltd. (In Liquidation). 3. It is stated in the report that M/s. Arya Silk Mills Pvt Ltd., which was earlier in Members’ voluntary winding up, has been subsequently ordered to be compulsorily wound up by an order dated 07.05.2004 passed by this Court in Company Application No. 42 of 2004 and the Official Liquidator attached to this Court has been appointed as the Liquidator of the aforesaid company (In Liquidation) and also appointed Shri Ravindra N. Vepari, Chartered Accountants, based at Surat, to assist the Official Liquidator in examining and verifying the Books of Accounts and other records of the company and to submit a report thereon. 4. Pursuant to the order dated 07.05.2004 passed by this Court, the Official liquidator vide his letter dated 24.05.2004 called upon the Ex-directors of the company including Voluntary Liquidator to: - (a) Handover to the Official Liquidator all the assets and properties of the company and Books and Accounts and other records on 28.05.2004. (b) File a Statement of Affairs of the company under section 454 of the Companies Act, 1956; and (c) Appear before the Official liquidator on 10.06.2004 for recording of their statement under Rule 130 of the Companies (Court) Rules, 1959. 5. It is further stated in the report that the Official Liquidator deputed his authorized officials at Surat on 28.05.2004 to take over possession of the assets and properties and Book of Accounts and other records of the company. On reaching at Surat, the officials of the Official Liquidator contacted Shri Ravindra V. Vepari and requested him to either come personally or send his authorized representative to join the Officials of the Office of the Official Liquidator at the time and place mentioned in Official Liquidator’s letter dated 24.05.2004. Shri Revindra N. Vepari, deputed his partner Shri Urvesh Jhaveri, who joined the representative of the Official Liquidator on 28.05.2004 at 10:00 A.M. at 228, Trade Centre, Ring Road, Surat, the registered Office of the Company. However, neither any ex-director of the company nor the voluntary Liquidator remained present at the said place despite a specific advance notice to them in this regard. 6. However, neither any ex-director of the company nor the voluntary Liquidator remained present at the said place despite a specific advance notice to them in this regard. 6. It is further stated in the report that on reaching at the registered office of the company at 228, Trade Centre, Ring Road, Surat, it was found that the premises is already locked, and nobody came to open it for quite some time. The representative of the Official Liquidator also observed that a notice of Company Petition No. 50 of 2004 was already affixed on the main door of the unit No. 228. On making enquiries from nearby shops/ offices, the representatives of the Official Liquidator were informed that the unit No. 228 is occupied by Shri Shailendra K. Agrawal, but he is not coming to open it for quite some time. Since no Director of the company was present, the unit no. 228 could not be opened and therefore it is not known as to what is lying inside that office. However, the representatives of the Official Liquidator applied two new locks on the shutter of the office and sealed all the four locks and took over constructive possession of the said premises on 28.05.2004. 7. It is further stated in the report that on receipt of the Official Liquidator’s notice dated 24.05.2004, the Voluntary Liquidator and other ex-directors of the company, jointly vide their letter dated 27.05.2004, have informed the Official Liquidator that the premises at 228, Trade Centre, Ring Road, Surat is owned by late Shri Surendra Kumar Agrawal, the brother of Shri Shailendra K. Agrawal and on his demise, the premises is owned by his legal representative being his wife and son. The said letter dated 27.05.2004 also states that the said premises was never and is not property of the company. The letter further states that the premises is given as a collateral security to The Financial Co-Operative Bank Ltd. for some loan taken by his family members and the property is currently in possession of the bank. 8. It is stated in the report that the Financial Co-Operative Bank Ltd. vide its letter dated 23.06.2004 has also informed the Official Liquidator that the said premises is mortgaged to Bank by the owner late Shri Surendra K. Agrawal, by depositing the Title deeds creating equitable mortgage. 8. It is stated in the report that the Financial Co-Operative Bank Ltd. vide its letter dated 23.06.2004 has also informed the Official Liquidator that the said premises is mortgaged to Bank by the owner late Shri Surendra K. Agrawal, by depositing the Title deeds creating equitable mortgage. The said bank has further stated in its said letter dated 23.06.2004 that the Board of Nominees in Lawad Suit Nos. 1231,1237 and 1238 of 2003 vide its award dated 04.01.2003 has ordered that the Bank is entitled to recover its dues out of the said property and there is a permanent injunction from transfer, creating charge or entrusting possession to anyone. The said Bank has also requested for giving proper and reasonable opportunity before taking any further action concerning the said premises. 9. It is further stated in the report that on 28.05.2004, the representative of the Official Liquidator reached at S-547,548, J.J, Air-Conditioned Textile Market, Ring Road, Surat at about 11:35 A.M., to take the possession thereof as per schedule already fixed and intimated to the ex-directors of the company but neither any ex-director nor Voluntary Liquidator was present there. On entering the premises, it was observed that it is a combined shop of two units being nos. 547 and 548. The shop was found occupied and possessed by Shri B.K. Agrawal. It was a running shop were business of retail sale of Sarees etc. was going on. On informing about the orders of this Court and the purpose of visit, Shri B.K. Agrawal informed the representative of the Official Liquidator that the two units are owned by his sons and the Arya silk Mill Pvt. Ltd., does not have any right, title, interest in the property or any office there or any other article or belonging. Shri B.K. Agrawal refused to hand over possession of the shop and he produced copy of sale deed, Municipal Tax bills, Maintenance charges receipts, certificate of ownership from the association of the building, in support of his contentions. The say of Shri B.K. Agrawal appeared to be prima facie genuine on the basis of documents produces by him and the actual situation and the circumstances and the information gathered from the occupiers of nearby shops. 10. The say of Shri B.K. Agrawal appeared to be prima facie genuine on the basis of documents produces by him and the actual situation and the circumstances and the information gathered from the occupiers of nearby shops. 10. It is stated in the report that incidentally, the ex-directors of the company vide their letter dated 27.05.2004 have also informed the Official Liquidator that the said premises is not owned by the Company. That in view of these facts and circumstances, prima facie it appears that the company does not have any right, title, interest, or actionable claim in the said property and no other movable item belonging to the company was found there. 11. It is further stated in the report that before the representative of the Official Liquidator reached at mill premises of the company at 435, GIDC, Sachin at Surat, they were informed over phone by the Dy. Official Liquidator on 28.05.2004 that the Order/Notice dated 24.05.2004 of the Official Liquidator has been stayed by this Court and therefore, possession of the factory is not to be taken. They were informed by the Dy. Official Liquidator about the inventory of all the assets to be prepared. The representative of the Official Liquidator reached at the factory site on 28.05.2004 at about 3:00 P.M. and found that there was a signboard of Kirtida Silk Mills, no exdirector of the company or the Voluntary Liquidator was present. Shri Rajendra Kumar Bansal who introduced himself as director of Rameshwar Textile Mill Pvt. Ltd (Prop. Of Kirtida Silk Mills) was found in effective control of the unit which was found to be a working unit on that day. Shri Rajesh Kumar Bansal was already aware of the orders dated 28.05.2004 passed in Company Application No. 173 of 2004. Therefore the possession of the factory could not be taken. However, the physical inspection of the whole factory was carried out for preparing inventory of all the assets. Shri Vinod Trivedi, a Govt. Approved Valuer appointed by the Official Liquidator for preparing inventory and valuation report of all the assets of the company, was already with the representative of the Official Liquidator and carried out inventory of all the assets as found at the said unit. 12. Shri Vinod Trivedi, a Govt. Approved Valuer appointed by the Official Liquidator for preparing inventory and valuation report of all the assets of the company, was already with the representative of the Official Liquidator and carried out inventory of all the assets as found at the said unit. 12. It is further stated in the report that so far as the action taken by the Official Liquidator and the efforts made in connection with para 14 of the order dated 07.05.2004 passed this Court in Company Application No. 42 of 2004 are concerned, the Official Liquidator on making enquiries with Shri Rajesh Kumar Bansal on 28.05.2004 about books of accounts of the company, he informed that all the books of accounts and records of the company have been removed from the factory premises by Shri Shailendra Agrawal before handing over possession of the factory to him. However in response to the Official Liquidator’s letter dated 24.05.2004, Shri Shailendra K. Agrawal, vide his letter dated 27.05.2004 informed the Official Liquidator that the Books of Accounts and records of the company are being handed over to Shri Ravindra Vepari, Chartered Accountant as per the orders of this Court. 13. It is stated in the report that the representative of the Official Liquidator who was deputed to collect the books on 27.09.2004,pressed and forced Shri Shailendra K. Agrawal to collect all the books from his accountant at once in whatever condition they are and handover all the books and records of the company to the representative of the Official Liquidator that day itself on 27.09.2004 but Shri Shailendra K. Agrawal said that he is not in a position to handover the books because he does not know the address of his accountant. From the above facts and circumstances, it is evident that Shri Shailendra K. Agrawal, the ex-director and earlier Voluntary Liquidator of the company, in whose possession and control the Books of Accounts and all other records of the company are, is neglecting and purposefully avoiding to handover Books of Accounts of the company and not complying with orders and directions of this Court inspite of repeated requests/letters to him from Shri Ravindra N. Vepari and the Official Liquidator and despite putting efforts by the Official Liquidator in this regard. It is therefore, submitted in the report that this Court may summon Shri Shailendra K. Agrawal residing at 4, Swami Nagar, Piplod, Surat, the ex-director and earlier Voluntary Liquidator of the company, to appear before this Court in person and direct him under Section 468 of the Companies Act, 1956 to deliver to the Official Liquidator all the Books of Accounts, Statutory Registers, Minutes Books, Vouchers Resolutions and all other records of the Company, forthwith. 14. It is further stated in the report that the Official Liquidator has been served with a copy of Company Application No. 153 of 2007 seeking directions of this Court on the Official Liquidator to remove the seal applied on the shop bearing No. 228, Trade Centre, situated on the land bearing Nondh No. 2024/2 and 2024/5 of Umarwada, City Surat. As per order dated 27.08.2009 passed by this Court in Company Application No. 153 of 2007, the Official Liquidator is directed to remove the seal of the premises situated at 228, Trade Centre, Ring Road, Surat, after drawing the panchnama and inventory once again in presence of the officers of the applicant bank. 15. It is stated in the report that, the Official Liquidator had filed Official Liquidator Report (Compliance Report) dated 05.10.2004 in Company Application No. 173 of 2004 filed by Kirtida Silk Mill, which was disposed vide order dated 22.02.2005 by this Court. As per order dated 22.02.2005 passed by this Court passed in Company Application No. 173 of 2004, this Court is of the view that since the matter is amicably settled between the parties, the Court has not adjudicated the issues involved in this application on merits. The relief claimed in prayer clause (A) of the Judge's Summons is, therefore, granted. As per order dated 22.02.2005 passed by this Court passed in Company Application No. 173 of 2004, this Court is of the view that since the matter is amicably settled between the parties, the Court has not adjudicated the issues involved in this application on merits. The relief claimed in prayer clause (A) of the Judge's Summons is, therefore, granted. So far as the relief claimed in prayer clause (AA) of the Judge's Summons is concerned, though the Court has not ratified the action of the Liquidator of voluntary winding up, the present application is, however, treated as the application under Section 536 (2) of the Companies Act, 1956 praying for the declaration that the transaction of sale and transfer of the properties of M/s. Arya Silk Mills Pvt. Ltd. (In Liquidation) both movable and immovable including land, building, temporary construction, plant and machinery situated at Plot No. 435, Road No. 4, GIDC, Sachin, Surat made by the Liquidator in favour of the applicant for a total consideration of Rs. 2.21 Crores is a valid one. The Court considered this prayer and passed an order by considering the subsequent development settlement of claims of the petitioning creditors and others. The Court, therefore, while exercising its power under Section 536(2) of the Act approves the transaction in question and directed the Official Liquidator to execute the necessary documents for transferring the title and the property in question in favour of the applicant and to retain the amount of Rs. 10,000/- towards the expenses from the aforesaid amount and the balance amount lying in the separate account may be refunded to the applicant within a period of the week from the date of receipt of writ or certified copy of this order, whichever is earlier. The Official Liquidator is permitted to prematurely encash the fixed deposit, if so, required for this purpose. 16. It is further stated in the report that, in compliance of order dated 22.02.2005, the Official liquidator vide letter dated 06.04.2005 addressed to M/s. Kirtida Silk Mills, Surat sending therewith cheque of Rs. 12,30,000/- after deducting an amount of Rs. 1,20,000/- out of the total amount of Rs. 13,50,000/. 17. 16. It is further stated in the report that, in compliance of order dated 22.02.2005, the Official liquidator vide letter dated 06.04.2005 addressed to M/s. Kirtida Silk Mills, Surat sending therewith cheque of Rs. 12,30,000/- after deducting an amount of Rs. 1,20,000/- out of the total amount of Rs. 13,50,000/. 17. It is further stated in the report that the Company has been dissolved as per the provisions of Section 481 of the Companies Act, 1956, and this 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 Court to be interested, make a request for an order, upon such terms as this 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. The Official Liquidator craves leave of this Court to file an application before this Court, if required, in the interest of justice as well as in the interest of shareholders of Company in Liquidation. 18. The Official Liquidator has further stated in its report 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. 19. It is stated in the report that during the process of NOC, 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 24.02.2022, 10.05.2022 and 29.08.2022. However, objection, if any, by any concerned, is not received by the Official Liquidator and therefore, the Official Liquidator has suggested that the subject company may be dissolved at the earliest by suitable order of this Court. 20. It is further stated in the report 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 22.02.2022 is Rs. NIL. 20. It is further stated in the report 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 22.02.2022 is Rs. NIL. The same has also been certified by M/s. Naimish N. Shah & Co., Chartered Accountant in his report as Auditor Balance Certificate of M/s. Arya Silk Mills Private Ltd (In Liquidation). 21. It is stated in the report that NOC from Registrar of Companies and in respect of M/s. Arya Silk Mills Private Ltd. (In Liquidation), has been received vide letter dated 14.03.2022 stating that the liabilities, if any of the company that might arise subsequently for which Company’s Directors should be held liable. 22. It is further stated in the report that during the process, prior intimation letters for dissolution of the subject company were sent to Income-Tax Department, vide letter dated 24.02.2022 and 10.05.2022 regarding NOC for proposed dissolution on of the subject company in Liquidation, but till date did not receive any reply from said department. 23. It is stated in the report that it is not possible to proceed with the winding up of the Company in Liquidation for want of funds and assets. Relying upon the judgment of the Apex Court in the case of Meghal Homes Pvt. Ltd. Vs. Shree Niwas Girni K.K. Samiti, reported in (2007) 7 SCC 753 , it is contended by the Official Liquidator that this Court may pass appropriate order of dissolution of the Company in liquidation. 24. The Official Liquidator has also further averred in the report 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. 25. The Official Liquidator, relying upon the auditor's certificate dated 22.02.2022 submitted that no balance is available in the Bank Account of the Company. 25. The Official Liquidator, relying upon the auditor's certificate dated 22.02.2022 submitted that no balance is available in the Bank Account of the Company. Moreover, no assets of the Company in liquidation are available. In light of the aforesaid facts, it was submitted that the report may be accepted and appropriate order of dissolution of the Company in liquidation may be passed as prayed for. 26. 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 Apex Court in the case of Meghal Homes Pvt. Ltd.(supra), the report deserves to be accepted. The Company, named, M/s. Arya Silk Mills Pvt. Ltd. (In Liquidation) 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 M/s. M/s. Arya Silk Mills Pvt. Ltd.(In Liquidation). 27. The official liquidator is also permitted to make payment towards professional fees of Rs.1,500/- to M/s. Naimish N. Shah & Co., Chartered Accountants towards preparation of Auditor’s Certificate from the Common Pool Account maintained by the Office of the Official Liquidator. 28. In case of any difficulty, the affected party, if aggrieved with the present order, may apply for reviewing the same as per the provisions of Section 559 of the Companies Act,1956. 29. Accordingly, the report is allowed in the aforesaid terms.