IN THE HIGH COURT OF JUDICATURE AT MADRAS DATED : 10.03.2026 CORAM THE HONOURABLE MR.JUSTICE C.SARAVANAN M/s Conch Chits & Commercial Corporation P Ltd., Rep. by its Director, 12, 43^rd Street, 6^th Avenue, Ashok Nagar, Chennai – 600 083. ... Petitioner Vs.

The Deputy Commissioner of Income Tax Corporate Circle 1(2), 121, M.G.Road, Nungambakkam, Chennai – 34. ... Respondent Writ Petition filed under Article 226 of the Constitution of India, for issuance of a Writ of Certiorari, calling for the records on the file of the Respondent and quash the impugned proceedings in Corporate Circle 1(2)/2014-15 dated 27.01.2015 along with notice issued by the Respondent under section 148 of the Act dated 27.03.2014.

For Petitioner : M/s.N.V.Balaji For Respondent : Mr.Avinash Krishnan Ravi Senior Standing Counsel

ORDER

In this writ petition, the petitioner has challenged the impugned Speaking Order dated 27.01.2025 passed by the respondent, whereby the petitioner’s objection dated 30.12.2014 in response to Section 148 Notice dated 27.03.2014 was disposed of.

2. The petitioner company was proceeded against in C.P.No.4 of 1987 by one Madan Lal under the provisions of the Companies Act, 1956, seeking to wind up the affairs of the petitioner company.

3. In the course of the aforesaid proceedings, the Official Liquidator was appointed as Provisional Liquidator by an Order dated 16.03.2007 in C.A.Nos.600 to 602 of 2007 in C.P.No.4 of 1987. Pursuant to the said order, the Official Liquidator took control of the petitioner company and sold some of its assets to discharge its liabilities/debts.

4. It is in this background, recording the report of the Official Liquidator, this Court passed an order on 27.02.2008 in C.P.No.4 of 1987 (filed by the said Madan Lal to wind up the petitioner company) and C.A.NO.2964 of 2007 (filed by the petitioner company to discharge the Official Liquidator appointed by the aforementioned Order dated 16.03.2007 in C.A.Nos.600 to 602 of 2007 in C.P.No.4 of 1987).

5. Paragraphs 3 to 8 of the said Order dated 27.02.2008 reads as under:

“3. A report dated 21.2.2008 and the note dated 27.2.2008 have been filed by the Official Liquidator, wherein he has stated that on the list furnished by the Ex-Directors about the creditors, it has been ascertained that Rs.3,78,38,141/- is payable to the creditors. It is stated by the Official Liquidator that the available funds in his hand is Rs.7,44,48,807/-. After deducting a sum of Rs.3,78,38,141/- to be disbursed to the depositors/creditors and a sum of Rs.19,36,900/- towards rental advance and expenses, the balance amount to be returned to the promotors/directors is a sum of Rs.3,46,73,766/-.

4. Heard the learned counsel for the applicant and the Official Liquidator.

5. Considering the report and the note filed by the Official Liquidator, the Official Liquidator is directed to return a sum of Rs.3,46,73,766/- to the promotors/directors.

6. In view of the above, the Official Liquidator is discharged forthwith and the Directors viz., Ajaykumar S/o.M.Subramaniam and M.Sunilkumar S/o.M.Subramaniam of the company shall take over the company.

7. After disbursing the final payments, if any balance amount is left with Official Liquidator, the same shall be paid to the promotors/directors.

8. Consequent to this order, the learned Official Liquidator shall also hand over all the books of accounts, registers, documents, forms and other records pertaining to the company to the applicants/directors.”

6. Although this Court directed that the balance amount, if any, be paid to the promoters/directors in the aforementioned Order dated 27.02.2008, the amounts were correctly paid to the petitioner on 16.04.2008. This was disclosed in the return filed by the petitioner.

7. The excess received and credited to the petitioner company was included for the purpose of determining the petitioner’s income while finalising the return for the Assessment Year 2009-2010 on 09.12.2011, in response to the Return of Income filed by the