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2019 Supreme(Guj) 767
IN THE HIGH COURT OF GUJARAT AT AHMEDABAD
A.J. Desai, J.
Mansarovar Fincap Ltd. - Appellants
Vs.
Mizza Yarn and Investment Ltd. - Respondent
R/Official Liquidator Report No. 163 of 2018
Decided On : 22-10-2019
For the Appellant : Reeta Chandarana
Headnote:
Corporate law – Companies Act, 1956 – Sections 454 and 481 – Companies (Court) Rules, 1959 – Rule 130 – Official Liquidator – Winding up – Dissolution of company – Prayed for dissolution of company which was ordered to be wound up vide order passed in Company Petition – While so ordering, the official liquidator, attached to this court, has been appointed as Liquidator with all powers provided under the Act – Consequential upon such order of winding up, official liquidator directed his officials at office of Registrar of Companies-ROC to inspect record of the company maintained by the office of the ROC to know the assets and properties, liabilities, addresses of Directors and the date of order of winding up – Held, Official Liquidator has also further averted that half yearly statement of accounts of the Company in liquidation has already been filed before this court as provided under Rule 298 of the Companies (Court) Rules, 1959 – Official Liquidator has also contended that even after the order of dissolution that may be passed by this court as provided under 559 of the Act, the period of 2 years is available for anybody to raise the objection and file an appropriate proceedings before this court – Official Liquidator, relying upon the auditors certificate has contended that Bank Balance and no assets of the Company in Liquidation are available – In the light of aforesaid, it is therefore submitted that the report may be accepted and appropriate order of dissolution of the Company in Liquidation may be passed as prayed for – Official Liquidator attached to this court shall intimate to the ROC the said order along with the copy of the order, who shall also make an entry of this in his books – Official Liquidators Report is disposed of. (Paras 13 to 16)
ORDER :
A.J. Desai, J.
1. By this report under Section 481 of the companies Act, 1956, the Official Liquidator has prayed for dissolution of the company, named Mansarovar Fincap Ltd. which was ordered to be wound up vide order dated 04.10.2011 passed in Company Petition No. 81 of 2011.
2. Company Petition No. 81 of 2011 came to be preferred and this court, by order dated 04.10.2011, ordered the said company to be wound up and while so ordering, the official liquidator, attached to this court, has been appointed as the Liquidator with all the powers provided under the Act. Consequential upon such order of winding up, the official liquidator directed his officials at the office of Registrar of Companies ("the ROC for short) to inspect the record of the company maintained by the office of the ROC to know the assets and properties, liabilities, addresses of the Directors and the date of order of winding up.
3. The Official Liquidator compiled the following details:
| Name of Company | Mansarovar Fincap Ltd. |
| CIN No. | U67120GJ1998PLC034784 |
| Date of Incorporation | 07.10.1998 |
| Registered Office And factory | 409, Atma House, Opp. Old RBI, Ashram Road, Ahmedabad – 380 009 |
| Sr. No. | Name of Ex-directors | Addresses of Ex-directors |
| 01 | Shri. Nishit Pankaj Shah | 404, Rudraksh Flats, Ellisbridge, Ahmedabad -380006 |
| 02 | Shri Harish G. Setalvad | N/4, Swastik Appartment, Narayan nagar Road, Paldi, Ahmedabad-380007 |
| 03 | Smt. Alpa Nishit Shah | 404, Rudraksha apartment Pritamnagar, Ellisbridge, Ahmedabad -380006 |
Further, the Official Liquidator observed that as per the records maintained by the Registrar of Companies, no charge exists in the name of the company hence there was no secured creditor of the company.
4. As per the schedule programme, the official liquidator deputed his Officials to take possession of the assets and properties of the company in liquidation. However, it was observed by the Official of Official Liquidator that the said premises was not belonging to company in liquidation & company had taken the said premises on rental-basis. Hence, the officials of Official Liquidator could not taken possession of the premises of the company in liquidation.
5. It was further observed by Official Liquidator that M/s. Vaikunth Finvest Ltd. (In Liqn.) was also having registered office at the aforesaid address. Thereafter, the Official Liquidator filed a compliance report being Official Liquidator Report No. 68 of 2012 inter-alia praying the court to take on record that Official Liquidator had not taken possession of company's registered office situated at 409, Atma House, Opp. Old RBI, Ashram Road, Ahmedabad - 380 009. Vide a common order dated 04.02.2013 passed in Official Liquidator Report No. 68 of 2012 & Official Liquidator Report No. 77 of 2012, the official liquidator was directed to verify the title of the Registered office of the company in liquidation and then place the same before the Hon'ble High court.
6. In compliance of Order dated 04.02.2013, official liquidator had appointed Mr. Chaitanya Joshi, Panel Advocate for verification of title of registered office of the company situated at 409, Atma House, Opp. Old RBI, Ashram Road, Ahmedabad-380009. Consequently, Ld. Advocate had vide letter dated 19.09.2013 opined that registered office of the company in liquidation was utilized by the company in liquidation on rental-basis and the company in liquidation does not have a right title of interest in the said premises. Thereafter, Official Liquidator had filed a report being Official Liquidator Report No. 112 of 2013 before the Hon'ble Court alongwith the title search report of Mr. Chaitanya Joshi. The Hon'ble court had vide order dated 21.10.2013 accepted the said report.
7. The Official Liquidator has requested the ex-directors of the company
