Official Liquidator Of M/s. Sarigam Steels Ltd. (In Liquidation) v. NA
2022-12-16
BHARGAV D.KARIA
body2022
DigiLaw.ai
ORDER : 1. Heard learned advocate Mr. Shivang A. Thacker for the applicant. 2. By this report under section 481 of the Companies Act, 1956, the official Liquidator has prayed for dissolution of the company, named, M/s. Sarigam Steels Ltd. (in liquidation), which was ordered to be wound up vide order dated 09.01.2001 passed in Company Petition No.183 of 2000. 3. The report filed on behalf of Official Liquidator indicates that consequent upon the winding up order being passed by this Court, the Official Liquidator deputed his Official at the Office of Registrar of Companies, Gujarat, Ahmedabad to inspect the records of the said company maintained by the office of the Registrar of Companies, Gujarat to find out the assets and properties, liabilities, address of Registered Office, factory premises, Secured Creditors, and names and addresses of the Directors, as on the date of winding-up order. During such inspection, it was revealed that date of incorporation of the company under liquidation was 11.06.1984 and its registered office was situated at 6A Kumkum Society, Nr.Stadium Char Rasta, Ahmedabad-380014. The Factory situated at Plot No.1247, 1248 GIDC Sarigam Industrial Area, consisting of Revenue Survey No.54/P admeasuring 7145 Square Meters at Sarigam Village, Taluka : Umargoan, Dist. Valsad. Mr.Arun Gheesalal Verma, Mr. Dipak Ratilal Madia and Mr.Darshan Jivabhai Patel were Ex-Directors of the company and further that there were secured creditors of the Company namely Bank of Baroda and Bombay Mercantile Co. Opp. Bank Ltd. 4. The Official Liquidator had deputed official to take possession of factory premises situated at Plot No.1247, 1248 GIDC Sarigam Industrial Area, consisting of Revenue Survey No.54/P admeasuring 7145 Square Meters at Sarigam Village, Taluka:Umargoan, Dist.Valsad. The officials was observed that the possession of assets and properties was taken by the Court Receiver, High Court, Bombay as per the order dated 25th March, 1997 passed by the Hon'ble Bombay High Court in Suit No.584 of 1997. Therefore, the Official Liquidator could not take the possession of assets and properties of the company situated at Plot No.1247, 1248 GIDC, Sarigam Industrial Area, consisting of Revenue Survey No.54/P admeasuring 7145 Square meters at Sarigam Village, Taluka : Umargaon, Dist. Valsad. 5.
Therefore, the Official Liquidator could not take the possession of assets and properties of the company situated at Plot No.1247, 1248 GIDC, Sarigam Industrial Area, consisting of Revenue Survey No.54/P admeasuring 7145 Square meters at Sarigam Village, Taluka : Umargaon, Dist. Valsad. 5. The Official Liquidator has also received letter dated 15-02-2001 from the Court Receiver, High Court, Bombay in which he confirmed that they have taken possession of factory premises of the company situated at Plot No.1247, 1248 GIDC, Sarigam Industrial Area, consisting of Revenue Survey No.54/P admeasuring 7145 Square meters at Sarigam Village, Taluka : Umargaon, Dist. Valsad. 6. The Official Liquidator filed compliance report in the matter being Official Liquidator's Report No.32 of 2001 stating facts of the case in the said matter. The said Official Liquidators Report was disposed off by this Hon‘ble Court vide order dated 30.06.2003. 7. The International Assets Reconstruction Co. Pvt. Ltd. (assignee of Bank of Baroda) sold assets and properties of the company situated at Plot No.1247, 1248 GIDC, Sarigam Industrial Area, consisting of Revenue Survey No.54/P admeasuring 7145 Square meters at Sarigam Village, Taluka : Umargaon, Dist. Valsad to M/s. Neon Steel & Alloys Ltd. for sale consideration of Rs.2,59,00,000/- in terms of order passed by the Debt Recovery Tribunal-III, Mumbai passed in R. P. No.27 of 2006 in O. A. No.331 of 2001. 8. That, the International Assets Reconstruction Co. Pvt. Ltd. (assignee of Bank of Baroda) and Bombay Mercantile Bank have filed consent terms before the Debt Recovery Tribunal-III, Mumbai for the distribution of sale realization of Rs. 2,59,00,000/- received from sale of assets situated at Plot No.1247, 1248 GIDC, Sarigam Industrial Area, consisting of Revenue Survey No. 54/P. admeasuring 7145 Square meters at Sarigam Village, Taluka: Umargaon, Dist. Valsad. The Debt Recovery Tribunal-III, Mumbai has passed the order dated 21.02.2014 for disbursement of Rs. 1,54,80,000/- in favour of International Assets Reconstruction Co. Pvt. Ltd. and Rs. 1,03,20,000/- in favour of Bombay Mercantile Co. Opp. Bank Ltd. 9. It has been further stated in the report that as per the balance certificate issued by the Chartered Accountant P. C. Rathod & Co. 14.08.2019, funds available in the Company's Bank Account are as under : Cash (‘) : Nil Bank (‘) : Nil FDR (‘) : Nil 10.
1,03,20,000/- in favour of Bombay Mercantile Co. Opp. Bank Ltd. 9. It has been further stated in the report that as per the balance certificate issued by the Chartered Accountant P. C. Rathod & Co. 14.08.2019, funds available in the Company's Bank Account are as under : Cash (‘) : Nil Bank (‘) : Nil FDR (‘) : Nil 10. It is further 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. 11. It is also stated by the Official Liquidator that prior to dissolution of the company, the Official Liquidator sent letter dated 22-07-2019 Registrar of Companies, Gujarat and letters dated 21-09-2020 were also sent to Income-Tax Department, Securities and Exchange Board of India (SEBI), National Stock Exchange of India Ltd and Bombay Stock Exchange Ltd. (BSE). However, in response of letter dated 22-07-2019, the Registrar of Companies, Gujarat vide its letter dated 26-07-2019 informed that they are having no objection if the company is dissolved by the Hon'ble High Court of Gujarat. The Official Liquidator also received letter dated 09-10-2020 from Securities and Exchange Board of India (SEBI) that they have no such comments against the subject Company in liquidation. The Official Liquidator also issued letters dated 27-05-2022 to the Ex-Directors of the subject company and Secured Creditors of the Company regarding proposed dissolution. However, no reply is received from Ex-directors and secured creditors of the Company in liquidation. 12. The Official Liquidator has also further averred in the report that half yearly statement of accounts of the Company in Liquidation have already been filed before this Court as provided under Rule 298 of the Companies (Court) Rules, 1959. It was contended that in these circumstances, it is not possible for the Official Liquidator to further carry out the proceedings of winding up. 13. The Official Liquidator, relying upon the auditor's certificate dated 14.08.2019 has contended that no amounts are lying in Bank, FDR and Cash on hand in the Company Moreover no assets of the Company (in liquidation) are avaiable.
13. The Official Liquidator, relying upon the auditor's certificate dated 14.08.2019 has contended that no amounts are lying in Bank, FDR and Cash on hand in the Company Moreover no assets of the Company (in liquidation) are avaiable. 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. 14. Having heard the learned advocate Mr. Shivang A. Thacker 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. Sangam Steels 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. Sarigam Steel Ltd. (in liquidation). 15. The Official liquidator is also permitted to make the payment of Rs.1500/- to M/s. P.C. Rathod & Co., Chartered Accountants towards preparation of Auditor's Certificate from Common Pool Account of the company (in liquidation) maintained by the Office of the Official Liquidator. 16. 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. 17. Accordingly, the report is allowed in the aforesaid terms.