The Official Liquidator, High Court, Madras As The Liquidator Of M/S. Tamilnad Hospital Limited v. Nil
IN THE HIGH COURT OF JUDICATURE AT MADRAS
Dated: 01.07.2022
CORAM
THE HON'BLE MR.JUSTICE M.SUNDAR Company Application No.225 of 2022 in Company Petition No.266 of 2002 and Company Petition No.266 of 2002 C.P.No.266 of 2002 The South India Surgical Company Ltd., No.850, Anna Salai, Chennai-600 002.
... Petitioner -vs1.
Tamilnad Hospital Ltd., Off. Tambaram - Velachery Highway Cheran Nagar, Chennai-601 302.
2.
N.Mohan, Proprietor M/s.Dhivyanaga Enterprises Plot No.38, Ganapathy 2nd Street, Avvai Nagar, Thiruvanmiyur Chennai-41.
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3.
ICICI Bank Ltd., No.1, Cenetoph Road, Chennai-18.
... Respondents Respondents 2 and 3 are impleaded as per order dated 01.04.2003 and 26.06.2003 in A.No.1001 of 2003 Comp.A.No.225 of 2022:
The Official Liquidator High Court, Madras As the Liquidator of M/s.Tamilnad Hospital Limited (In Liquidation) .. Applicant Prayer:
This Company Petition has been filed under Sections 433 (e) and (f) read with Sections 434 & 439 (1) of the Companies Act, 1956. This Company Application has been preferred, under Section 481 and Section 550(1) and (2) of the Companies Act, 1956 read with Rules 9 and 11(b) of the Companies (Court) Rules, 1959, praying (a) To take this report on record;
(b) To permit the Official Liquidator to file the final accounts along with Auditor's Certificate issued by M/s.Sarathy & Vasu Chartered Accountants appointed by the Hon'ble Court;
(c) To form an opinion that as the process of liquidation has arrived the final stage, it is just and reasonable to issue an order to Page No.2/10
dissolve the company under Section 481 of the Companies Act, 1956; (d) To grant permission to transfer the balance amount lying to the credit of the company in liquidation as Undistributed Assets under Section 555(2) of the Companies Act, after meeting all the expenses in connection with the winding up proceedings of the company in liquidation, including the cost of the present application and ; (e) To permit the Official Liquidator to dispose off books and papers of M/s.Tamilnad Hospital Limited (In liquidation) immediately after the expiry of 5 years form the date of dissolution of the company as per Section 550 (1) & (2) of the Companies Act, 1956; (h) To pass such further or other order/s that this Hon'ble Court may deem fit and proper in the circumstances of the case; For Applicant in Comp.A.No.225 of 2022 :
Mr.Bavisetty Sridhar Deputy Official Liquidator C O M M O N O R D E R Captioned application has been taken out by 'Official Liquidator attached to this Company Court' [hereinafter 'OL' for the sake of convenience and clarity] inter alia under Sections 481 and Section 550
(1) and (2) of 'the Companies Act, 1956' [hereinafter 'said Act' for the sake of convenience and clarity] with a multi-limbed prayer which has been extracted and reproduced supra.
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2. Mr.Bavisetty Sridhar, learned 'Deputy Official Liquidator' [hereinafter 'Deputy OL' for the sake of convenience and clarity] who is before this Court on behalf of 'Official Liquidator attached to this Court' [hereinafter 'OL' for the sake of convenience and clarity] submits that a 'report of OL dated 27.06.2022' [hereinafter 'said report' for the sake of convenience and clarity] has been filed in support of the captioned application.
3. A careful perusal of said report makes it clear that 'Tamilnad Hospital Limited' [hereinafter 'said company' for the sake of convenience and clarity] has gone into liquidation and that there were SARFAESI proceedings by other secured creditors and all this has lead to a deadlock wherein OL cannot proceed and liquidate any further. Opening paragraph to paragraph No.9 of said report read as follows: Page No.4/10
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4. Suffice to say that the aforementioned paragraphs are tell tale qua the trajectory which the winding up proceedings in this Company Court have taken.
5. In the light of the aforesaid narrative in said report, this Court has no hesitation in coming to the conclusion that keeping main CP pending in this Court any further will not serve anybody's interest. It will be a penny wise pound foolish exercise. In any event, multi-limbed Page No.7/10
prayer in the 'captioned application' [hereinafter 'dissolution application' for the sake of convenience and clarity] includes one limb of prayer which pertains to deposit of balance into the Public Account of India in 'Reserve Bank of India' ['RBI'] under Section 555 of said Act. Therefore, the interest of creditors (even if they surface at this distant point of time) will also stand protected.
6. One of the limbs of prayer in multi-limbed prayer in the captioned application i.e., limb (e) is for destruction of records in main CP in the office of OL. This Court is informed that destruction will be in accordance with Rules made by the Central Government which are traceable to sub-sections (1) and (2) of Section 550 of said Act. It is made clear that this prayer is answered in the affirmative as regards destruction of records in the office of OL. As regards the records of main CP in this Company Court are concerned, the same will be governed by digitization and destruction policy of this Court the making of which is underway.
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7. Prayer limbs (a) to (d) in dissolution application are acceded to. Therefore, Captioned dissolution application is ordered as prayed for.
8. Therefore this Company Court comes to the conclusion that OL cannot proceed with the winding up qua said company leading to the opinion that just and reasonable circumstances for dissolution of said company exist, orders dissolution and closure of main CP which is now two decades old.
9. This Court is informed that in and by order dated 24.11.2004, said company has been ordered to be wound up and there is some doubt as to whether that would tantamount to closure of main CP. In this view of the matter, in exercise of inherent powers of this Company Court under Rule 9 of the Companies (Court) Rules, 1959, being Rules under said Act, main CP is resuscitated only to be closed vide instant order as the dissolution of said company is imperative for closure of main CP. Page No.9/10
M.SUNDAR, J., mk
10. Sequitur is, said company stands dissolved and OL stands discharged. This means that the captioned application is ordered in aforesaid manner and main CP is also disposed of as closed. There shall be no order as to costs.
01.07.2022 Index : Yes/No Speaking/Non-speaking mk Company Application No.225 of 2022 in Company Petition No.266 of 2002 and Company Petition No.266 of 2002 Page No.10/10