The Official Liquidator has submitted his report under Section 481 of the Companies Act, 1956. The company was ordered to be wound up vide order dated 16.02.2005 passed in Company Petition No.242 of 2000, and the Official Liquidator was appointed as liquidator of the company. The Official Liquidator had filed this report praying to discharge and relieve Official Liquidator as liquidator of M/s. Badlani Eastern Brands Private Limited (in liquidation). It is submitted that subsequently office of the Registrar of Companies, Gujarat filed in reply that the status of the company is changed from "Strike Off to Under Liquidation". The Official Liquidator has vide Draft Amendment, amended the prayers for dissolution of the aforesaid company under Section 481 of the Companies Act, 1956 and to dispense with the provisions of Section 462 (5) of the Companies Act, 1956.
The Official Liquidator deputed his officials on 29.12.2008, for taking over possession of the Company's Registered Office situated at Norquest House (Basement), Nr. Mithakhali Six Roads, Ellisbridge, Ahmedabad where the official of the Official Liquidator happened to meet Shri Rajiv K. Badlani, Ex-Director of the company (in liquidation). Shri Rajiv K. Badlani informed the official of the Official Liquidator that the aforesaid premises was belonging to him and was his personal property and not belonging to the aforesaid company (in liquidation). Hence, the officials of the Official Liquidator could not take the possession of the aforesaid premise. It is noticed that the company does not have any owned/realizable fixed assets and properties. It is submitted that from the inspection of records carried out by the official of Official Liquidator from the Office of the Registrar of Companies, Gujarat it was found that the Office of the Registrar of Companies had issued a notice under the provisions of Section 560 of the Companies Act, 1956 to the aforesaid company for striking off the name from the Registrar of Companies. It is further submitted by the Official Liquidator in his report that, the Office of the Registrar of Companies, Gujarat had issued a notice under Section 560(5) of the Companies Act, 1956 on 05.01.2011 stating therein that, the name of the aforesaid company has been struck off from the Registrar of Companies and the aforesaid company is dissolved. As per books of Accounts maintained by the Office of Official Liquidator, no fund is available in the Company Accounts.
The Official Liquidator has submitted that he had published an advertisement in the newspaper on 21.06.2011 for inviting objection, if any, by any person, creditor, parties regarding dissolution of the company, but in response to the advertisement, the Office of Official Liquidator has not received any objections from any of the parties, creditor, worker within stipulated time as mentioned in the advertisement. The Official Liquidator has also filed Half Yearly Statement of Accounts of the said company till 31.03.2011 with this Court as required under Rule 298 of the Companies (Court) Rules, 1959.
The Official Liquidator has filed a further report which indicates that efforts were made to find out the whereabouts of two directors. It is disclosed in the report that Shri Rajiv K. Badlani, Ex-Director of the company (in liquidation) has expired on 16.12.2009 and the Office situated at Norquest House (Basement), Nr. Mithakhali Six Roads, Ellisbridge, Ahmedabad was never belonged to the company (in liquidation) but it belongs to Shri Rajiv K. Badlani and after his demise the same is now in the name of his wife Mrs.Maniniben Badlani. The report also indicates that the whereabouts of the other Director Shri Paresh Shah is also not known, even though the Official Liquidator has made attempts to find its whereabouts from all known places.
The Official Liquidator has submitted in his report that affairs of the company are also completely wound up and that the company (in liquidation) does not have any realizable assets, no fund is available in the company accounts, no claims against the aforesaid company and no objection has been received from any of the interested parties for dissolution of the company.
In the case of Meghal Homes Private Limited Vs. Shree Niwas Girini K.K.Samiti, (2007) 7 S.C.C. 753, the Supreme Court, inter alia, in Paragraph No.31 thereof has held as under:
"When the affairs of the Company had been completely wound up or the Court finds that the Official Liquidator cannot proceed with the winding up of the company for want of funds or for any other reasons, the court can make an order dissolving the company from the date of that order. This puts an end to the winding-up process."
It is therefore just and reasonable in the circumstances of the case to order dissolution of the company i.e. M/s. Badlani Eastern Brands Private Limited (in liquidation). Accordingly, the company in liquidation is ordered to be dissolved in terms of Section 481 of the Companies Act, 1956 and the Official Liquidator attached to this Court is discharged and relived as liquidator of M/s. Badlani Eastern Brands Private Limited (in liquidation). The Official Liquidator is also permitted to dispense with the provisions of Section 462 (5) of the Companies Act, 1956. The Official Liquidator is also directed to communicate the copy of this order to the Registrar of Companies, who in his turn shall make appropriate entry in the records.
Official Liquidator Report accordingly stands allowed.
Sd/-
[R.M.CHHAYA, J ] *** Bhavesh* Top