IN THE HIGH COURT OF KERALA AT ERNAKULAM (Original Jurisdiction)

In the matter of the Companies Act, 1956 and In the matter of M/s.Giovanola Binny Ltd. (In Liquidation)

M.C.A. No.2/2024 in C.P.Nos.7/1979 & 4/1980 Before:

The Honourable Mr. Justice G.GIRISH Thursday, the 11 ^th day of April, 2024/22 ^nd Chaithra, 1946 Applicant Official Liquidator, High Court of Kerala, Ernakulam, representing M/s.Giovanola Binny Ltd. (in liquidation)

Respondent Nil Misc. Company Application under Section 481 of the Companies Act, 1956 read with Rule 281 of the Companies (Court) Rules, 1959 filed by the above named applicant praying for an order:-

i) that the M/s.Giovanola Binny Ltd (in liqn) be dissolved with effect from the date of order subject to the audit and passing of the final accounts in respect of the company for the period from 01.10.2023 to 22.02.2024, which is being filed separately;

ii) that the Official Liquidator may be permitted to pay the filing fees to the Registrar of Companies, Kerala, Ernakulam on the statement of undistributed assets of the company remitted into the Companies Liquidation Account and the Statement of Accounts of the company to be filed with a copy of the dissolution order, Audit Fees, Central Government Commission due to the Central Government if any, Income Tax due to the Income Tax Department, if any and to incur necessary incidental expenses in connection with filing of the application and such other expenses if any, that may have to be incurred in future in this case; iii) that the Official Liquidator may be permitted to pay the balance amount that would be available to the credit of the company after meeting the expenses alongwith any Income Tax Refund received from the Income Tax Authorities into the Companies Liquidation Account as undistributed assets;

iv) that the Official Liquidator may be permitted to dispense with the filing of future accounts, reports and audit thereof;

v) that the Official Liquidator may be permitted to keep the books and records of the company only for a period of 5 years from the date of dissolution order as per requirement of Section 550 of the Companies Act, 1956;

vi) that the Official Liquidator may be permitted to make application to restore the company on just and equitable ground within 2 years from the date of dissolution as per section 559 (1) of the Companies Act, 1956 in case any fact, cause noticed by this office, or brought by any stake holders if any which is sufficient to revive the company;

and vii) pass such other order or orders as may be deemed fit and proper in the premises of the case.

This Misc. Company Application coming on for orders on this day upon hearing Sri.K.Moni, Standing Counsel for the Official Liquidator, the Court passed the following:

G.GIRISH, J.

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MCA.No.2 of 2024 in C.P.No.7 of 1979 & 4 of 1980 ------------------------------------------------------

Dated this the 11th day of April, 2024.

O R D E R

The Official Liquidator has filed this application under Section 481 of the Companies Act, 1956 for the dissolution of the applicant Company under liquidation.

2. It is stated that all the necessary formalities including audit are complete, and that an outstanding amount of Rs.251/- due to the Government after the audit report has been remitted by the Official Liquidator.

3. The Official Liquidator has filed compliance report dated 18.03.2024 in the above regard.

4. Having regard to the facts stated in the affidavit of the Official Liquidator as well as the submission of the learned counsel for the Official Liquidator, it appears to be expedient in the interests of justice to pass an order as prayed for in this application.

In the result the application is disposed of with the following directions:

“i) that the M/s.Giovanoala Binny Ltd (in Lign) be dissolved with effect from the date of order subject to the audit and passing of the final accounts in respect of the company for the period from 1.10.2023 to

22.2.2024;

ii) that t