The Official Liquidator v. -
THE HON'BLE SRI JUSTICE M.S.RAMACHANDRA RAO COMPANY APPLICATION No.698 of 2017 O R D E R:
This Company Application is filed by the Official Liquidator seeking the following reliefs:
"ii) take the enclosed Report under Section 497(6) on record and pass appropriate orders as to the dissolution of the M/s. Bhagyanagar Pipe Industries Limited. iii) Permit the Official Liquidator to meet the cost of the Court fee and Advocate fee on this application out of the Estate and Establishment Fund, subject to the reimbursement of the same by the Voluntary Liquidator." 2.
M/s. Bhagyanagar Pipe Industries Limited is a company registered under the Companies Act, 1956 (for short 'the Act') and in terms of Section 484 of the said Act, a Resolution was passed to wind it up voluntarily on 02.03.2005. 3.
As per the balance sheet of the Company as on 05.02.2005, Rs.43,00,000/- comprises its share capital and it has no secured or unsecured loans. It has cash and bank balances to the tune of Rs.30,05,164/- and loan advances to the tune of Rs.7,58,210/-. The balance sheet as on 05.02.2005 along with the Schedule and Auditors Report dt.06.02.2005 are enclosed as Annexure-"A" to the affidavit filed along with this application. 4.
After passing a Resolution on 02.03.2005 in the Extraordinary General Meeting to voluntarily wound up the Company, the members of the Company appointed Sri A.Ravi Shankar as Liquidator of the company under the provisions of
Section 490 of the Act, for the purpose of winding up of the Company.
5.
The Liquidator concluded the winding up proceedings and submitted a statement of accounts of winding up in From No.156 to the Official Liquidator pursuant to Section 497 of the Act read with Rule 329 of the Companies (Court) Rules, 1959 which indicates that winding up of the affairs of the company were concluded on 30.03.2017. The declaration of Solvency of the company is filed as Annexure-"B" and Final Return is enclosed as Annexure-"C".
6.
Under Section 497 of the Act, the Official Liquidator on receiving the account and return of the Liquidator, shall scrutinize the books and papers of the Company and report to the Court as to whether or not the affairs of the company have been conducted in a manner prejudicial to the interest of its members or to the public interest and in the event of filing a positive report, the company shall be deemed to be dissolved from the date of submission of such report subject to the orders of this Court.
7.
In exercise of his power the Official Liquidator examined the report submitted by the Liquidator and also sought further information from the Liquidator by a letter dt.07.04.2017 in order to ascertain as to whether or not the affairs of the Company have been conducted in a manner prejudicial to the interest of its members, creditors or public interest.
8.
In reply thereto, the Liquidator submitted that a Public
Notice was given on 21.04.2017 in the Financial Express, English Daily News Paper stating that the Company had lost the file containing documents including the news paper advertisements, Official Gazette Documents, minutes book and other documents as required under the Act and winding up documents of the Company. Copy of police complaint given to the L.B.Nagar Police Station by the Company was also furnished to the Official Liquidator, which is marked as Annexure-"E". The Liquidator in his letters dt.13.04.2017 and 24.04.2017 submitted certain information and documents, except the originals such as Auditors Report, Declaration of Solvency, Official Gazette, Ledgers, Statutory Registers, Minutes of Board Meeting and etc., as called for by the Official Liquidator, which according to him were lost.
9.
On perusing the same, the Official Liquidator concluded that the current assets amounting to Rs.37,58,374/- as per the balance sheet as at 05.02.2005 were realized by the Liquidator, and as per the list of amounts paid or payable to the contributories dt.28.04.2006, the Liquidator returned to the contributories, @ Rs.82.62 paisa per share, a sum of Rs.35,52,826/-. He also noted that the Liquidator obtained a letter from the office of the Income Tax Officer dt.07.06.2005 that no dues are payable by the said company and copy of the same was furnished to the Official Liquidator. The Official Liquidator also stated that final meeting of the members of the Company was held on 30.03.2017 after due notice to shareholders and creditors, wherein the final account in Form No.156 was
approved by the members, and the Liquidator had placed the statement of accounts before the said meeting and explained the conduct of the winding up proceedings. Subsequently, the Liquidator filed returns in Form Nos.156 and 157 dt.04.04.2017 with the Registrar of Companies, Telangana and Andhra Pradesh and also the Official Liquidator, Hyderabad. After considering the same and other connected documents of the company submitted by the liquidator, the Official Liquidator submits that he has formed an opinion that the affairs of the Company have not been conducted in a manner prejudicial to the interest of the members of the company or the public.
10.
In view of the same, the report of the Official Liquidator prepared under Section 497 (6) of the Companies Act, 1956 is taken on record and M/s.Bhagyanagar Pipe Industries Limited is declared as dissolved from this date. The Official Liquidator is also directed to meet the expenses of Court fee and Advocate Fee from and out of the estate and establishment fund, subject to the reimbursement of the same by the voluntary liquidator.
11. This Company Application is allowed, accordingly. _____________________________ M.S.RAMACHANDRA RAO, J 10th August, 2017.
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