Official Liquidator V. Umesh Ved and Associates

OLR/75/2018

AI Insights

The case involves the Official Liquidator's report seeking the dissolution of M/s. Shakti Intermediates Private Limited, which underwent a voluntary winding up. The company had declared solvency, filed necessary forms with the Registrar of Companies, and published required advertisements. The Voluntary Liquidator submitted final accounts showing a surplus distributed among shareholders, with minimal funds remaining. The court found that all procedural requirements were met, including notifications to the Income Tax department and receipt of a 'No Objection Certificate' from the Registrar of Companies. The court concluded that the company's affairs were not conducted prejudicially to the interests of its members or public interest, thus allowing the dissolution.

• Counselvise Citation: [2018] 140 COUNSELVISE.COM (IT) 798538 (HC-GUJARAT)
• Appeal Type: Others
• Pronouncement Date: 29-08-2018
• Assessment Year: misc
• Laws Referred To: Companies Act, 1956
• Result in Favour of: Revenue
• Court: HIGH COURT
• Assessee Lawyers: REETA CHANDARANA
• Keywords: Declaration of Solvency; Dissolution of company; Income Tax Refund; No objection certificate; Voluntary winding up
• Section: 313; 488; 329; 315; 331; 497(6)(b); 485(1); 497(2)

Judgement Text

"C/OLR/75/2018 ORDER IN THE HIGH COURT OF GUJARAT AT AHMEDABAD R/OFFICIAL LIQUDATOR REPORT NO. 75 of 2018 ========================================================== OFFICIAL LIQUIDATOR Versus UMESH VED AND ASSOCIATES ========================================================== Appearance: MS REETA CHANDARANA(3023) for the PETITIONER(s) No. 1 NOTICE SERVED BY DS(5) for the RESPONDENT(s) No. 1 ========================================================== CORAM: HONOURABLE MR.JUSTICE R.M.CHHAYA Date : 29/08/2018 ORAL ORDER Heard Ms. Reeta Chandarana, learned counsel for the Official Liquidator. 2. By this report, the Official Liquidator has prayed for the following reliefs: “(b) That above named Company may kindly be ordered to be dissolved in terms of in terms of section 497(6) (b) of the Companies Act, 1956 from the date of submission of this report to this Hon'ble Court and, to direct the Voluntary Liquidator to preserve the Books of Accounts of the Company (In members' Vol. Liqn.) for the period of 5 years from the date of dissolution of the Company in terms of resolution passed at the meeting held on 08.03.2018. (c) That, the Official Liquidator most respectfully submits that the related to office expenses of the office of Official Liquidator for submitting this report are Rs.10,000/­ approximately. Therefore, this Hon'ble Court may be pleased to direct the Page 1 of 5 C/OLR/75/2018 ORDER directors of M/s. Shakti Intermediates Private Limited to pay such cost to the office of Official Liquidator or any other amount as may be considered appropriate by this Hon'ble Court.” 3. The Official Liquidator has taken this Court through the factual matrix arising out of this report. The Voluntary Liquidator has submitted the records and documents pertaining to voluntary winding up M/s. Shakti Intermediates Private Limited, which is received at the office of the Official Liquidator, Ahmedabad on 02.02.2017 and 27.02.2017 and documents pertaining to final meeting is submitted on 14.03.2018. 4. It is a matter of record that the Board of Directors of the Company filed declaration of solvency dated 24.09.2016 as provided under Section 488 of the Act and also filled in form No.149 with the Registrar of Companies on 29.09.2016 as prescribed under Rule 313 of the Company (Courts) Rules, 1959. The respondents Company thereby has declared that the company has no debts and filed the same with ROC in form GNL­2. 5. The facts indicate that as mentioned hereinabove, the company initiated the proceedings for voluntary winding up by passing a special Resolution in Extraordinary General Meeting of the Company held on 21.10.2016, wherein respondent was appointed as liquidator of the Company. That a notice was given under rule 315 of the Companies (Court) Page 2 of 5 C/OLR/75/2018 ORDER Rules, 1959 by the the voluntary liquidator and filed form no.152 for his appointment as voluntary liquidator of the Company before the Registrar of Companies. The Company as per the requirement of the provisions of section 485(1) of the Companies Act with regard to publication of special resolution passed in the extra ordinary general meeting of the company in newspapers and Government Gazette, has published the same in English and Gujarati daily newspapers, Rajkot edition on 28.10.2016 and official gazette dated 24.11.2016. 6. That the General Meeting was held on 08.03.2018, and the voluntary liquidator has filed financial accounts of the Company as provided under form Nos.156 and 157 as per Rules 329 and 331 of the Rules for the period from 21.10.2016 to 08.03.2018 respectively. Copies of form Nos.156 and 157 were also filed before the Registrar of Companies. As set out in para 10 of the report, as per the final statement of accounts, from the surplus amount of Rs.53,23,190/­, the company has distributed Rs.53,18,563/­ amongst the shareholders and contributories and an amount of Rs.4,627/­ remains after distribution of surplus. 7. As the record indicates that final meeting of the members of the Company was also held on 08.03.2018 as provided under Section 497 (2) of the Act, for which advertisement was given in the newspaper as well as in the official gazette. Said Page 3 of 5 C/OLR/75/2018 ORDER advertisement was published in the newspaper “Westerm Times and “Business Standard”, English and Gujarati edition in Ahmedabad edition on 03.02.2018 and in the official gazette on 22.02.2018. 8. The Official Liquidator has also further averred that the Chief Commissioner of Income Tax, Ahmedabad has been intimated about the appointment of voluntary liquidator and request was made to issue \"No dues Certificate\". However, it is contended by the Official Liquidator that no reply has been received from the office of the Chief Commissioner of Income Tax. It was contended further contended that voluntary liquidator has intimated the office of the Official Liquidator that the Company has received income tax refund of Rs.1,36,590/­ for the F.Y. 2016­ 17 on 09.01.2018. 9. By communication dated 11.07.2017, Registrar of Companies, Gujarat State, has issued \"No Objection Certificate\". The Official Liquidator has also averred that the voluntary liquidator has complied with the requirement of Section 497 and other relevant provisions of the Act and rules. The Official Liquidator has also stated that the affairs of the Company does not seem to have been conducted in a manner prejudicial to the interest of its members or to any public interest and therefore, prays that present report be allowed and voluntary liquidator may be directed to preserve the books of accounts from the date of voluntary winding up in Page 4 of 5 C/OLR/75/2018 ORDER terms of Section 497(6)(B) of the Act. 10. Having heard learned counsel for the parties and on perusal of the necessary documents forming part of the record of this application, present application is allowed and Company M/s. Shakti Intermediates Private Limited is permitted to be dissolved in terms of Section 497(6) of the Act. Voluntary Liquidator is hereby directed to preserve the books of accounts of the Company for five years from the date of dissolution of the Company in terms of resolution passed in the meeting held on 28.03.2018. The Directors of the Company are directed to deposit a sum of Rs.10,000/­ with the office of the Official Liquidator towards cost. The Official Liquidator shall submit a copy of this order to the office of the Registrar of Companies. With the above directions, present report is disposed of. (R.M.CHHAYA, J) bjoy Page 5 of 5 "