C/COMP/245/2014 JUDGMENT DATED: 08/04/2026 IN THE HIGH COURT OF GUJARAT AT AHMEDABAD R/COMPANY PETITION NO. 245 of 2014 FOR APPROVAL AND SIGNATURE: HONOURABLE MR. JUSTICE HEMANT M. PRACHCHHAK ========================================================== Approved for Reporting Yes No ========================================================== KAMILI PACKERS LTD Versus HIYA OVERSEAS PVT. LTD. ========================================================== Appearance: MR AS VAKIL(962) for the Petitioner(s) No. 1 MR. JAIMIN R DAVE(7022) for the Respondent(s) No. 1 MS HIRVA R DAVE(10742) for the Respondent(s) No. 1 ========================================================== CORAM:HONOURABLE MR. JUSTICE HEMANT M. PRACHCHHAK Date : 08/04/2026 JUDGMENT 1. The present petition is filed by the petitioner under Sections 433, 434 and 439 of the Companies Act, 1956, seeking following reliefs: “a) the said Company, Hiya Overseas Pvt. Ltd. be wound up by and under the directions, supervision and control of this Hon'ble Court in accordance with the provisions of the Companies Act, 1956; b) this Hon'ble Court be pleased to appoint the Official Liquidator, High Court, Gujarat as Liquidator of the Company together with all its business, assets, properties, income and books of accounts with all the powers under the provisions of Companies Act, 1956; c) pending the hearing and final disposal of the Petition, the C/COMP/245/2014 JUDGMENT DATED: 08/04/2026 Official Liquidator, High Court, Gujarat or some other fit and proper person be appointed the Provisional Liquidator of the Company together with all its business, assets, properties, income and books of accounts with all the powers under the provisions of Companies Act, 1956; d) pending the hearing and final disposal of the Petition, the Company, its Directors, Managers, Agents, Servants, Officers and employees be restrained by an order of injunction of this Hon'ble Court from any manner dealing with, disposing of or parting with the possession, alienating, transferring or selling or encumbering or creating third party rights on any of the assets and properties of the Company or on any part thereof; e) for ad interim reliefs in terms of prayers (c) and (d); f) this Hon'ble Court be pleased to pass such further and other orders as the nature and circumstances of the case may require; g) the costs of the present Petition be granted to the Petitioner.” 2. The petitioner is a Company incorporated under the provisions of the laws of Kenya and is carrying on the business of exporting grains to various countries, including India. The respondent-Company was incorporated on 18.12.2006, under the provisions of the Companies Act, 1956. 3. It is stated in the petition that the petitioner is carrying on the business of trading and exporting food-grains in the ordinary course of its business. Pursuant to the orders for supply of goods such as Moong, Cow-peas red, various types of beans, placed by the respondent-Company, from time to time, the petitioner exported and shipped from Nairobi and delivered to the respondent-Company, at the destinations required by the said C/COMP/245/2014 JUDGMENT DATED: 08/04/2026 Company, the said goods. The petitioner was assured payment immediately upon receipt of the goods. As it already had dealings with the respondent-Company, earlier, the petitioner supplied the goods without insisting on an advance, or even a Letter of Credit in respect of the orders placed by the respondent-Company. Many a times, the goods were loaded in the presence of, and under the supervision of, one Mr.Vijay Patel, the representative of the respondent-Company, during his visits to Kenya, where the petitioner-Company is incorporated. It is further stated that in respect of the goods sold and delivered to the respondent-Company, the petitioner raised invoices for an amount of US$ 1,079,133=00 approximately equivalent to Rs.6,51,79,633=20 and submitted the same to the respondent- Company, along with other required shipping documents. According to the petitioner, all the invoices were duly accepted by the respondent-Company. A total amount aggregating to US$ 3,019,498=50 was due and payable by the respondent- Company, against which, the respondent-Company has paid to the petitioner, an amount aggregating US$ 1,940,365=50 only, from time to time, but has failed to pay the balance amount of US$ 1,079,133=00, which, as stated above, is due and payable to the petitioner. The petitioner repeatedly followed up with the respondent-Company for the payment of the balance outstanding amount. According to the petitioner, the respondent- Company assured the petitioner that it would make the payment but, ultimately, failed to do so. 4. The petitioner served a statutory notice of demand dated 01.04.2014, upon the respondent-Company, calling upon it to pay the balance amount. It is expressly stated in the notice that C/COMP/245/2014 JUDGMENT DATED: 08/04/2026 in the event that the respondent-Company fails to make the due payment within a period of twenty one days, it shall be deemed to be unable to pay its debts and consequently, the petitioner would be entitled to file winding-up proceedings against the Company. The respondent-Company replied to the statutory notice vide a communication dated 05.04.2014, denying the averments made in the statutory notice issued by the petitioner and contending that the notice was vague and, therefore, the petitioner was advised to call for strict and proper evidence in support of its claim. It is the case of the petitioner that the denial in the reply dated 05.04.2014, is without justification and not bona fide, but has been made only with a view to avoiding and/or delaying the payment of the outstanding dues of the petitioner. The petitioner, therefore, issued a letter dated 10.04.2014, to the respondent-Company, through its advocate, reiterating its claim. No reply was received by the petitioner to this communication. The petitioner has, therefore, approached this Court with a prayer to issue an order of winding-up in respect of the respondent-Company which, according to it, is unable to pay its debt and is commercially insolvent. 5. Mr. Sachin Vasavada, learned counsel has submitted that he has replaced Mr. AS Vakil, learned counsel as the counsel for the petitioner. 6. Mr. Vasavada, learned counsel for the petitioner has submitted that the appointment of the Official Liquidator is confirmed and that, the Official Liquidator has already taken possession of the assets of the respondent Company and hence, the petition may be allowed and appropriate orders may be C/COMP/245/2014 JUDGMENT DATED: 08/04/2026 passed. 7. I have heard the learned counsel for the petitioner and perused the material placed on record. It appears from the records that on 06.01.2016, the Co-ordinate Bench of this Court had recorded the reasons and after considering the submissions of the learned counsel appointed the Official Liquidator as observed in paragraph 32 of the aforesaid order. The Official Liquidator was also directed to take over the charge and possession of the assets of the respondent Company and to prepare an inventory of the office premises, books of accounts and all other assets of the respondent Company. The said order passed in 2016 was further carried into appeal and that appeal was dismissed by the Division Bench of this Court vide order dated 21.04.2023. Therefore, now the Official Liquidator, as per the order passed by this Court has taken over the charge and possession of the assets of the respondent Company. Considering the facts of the case and the submissions canvassed by the learned counsel for the petitioner, the petition deserves to be allowed. 8. In the result, the petition is hereby allowed. The respondent Company is ordered to be wound up in accordance with the provisions of the Companies Act, 1956 and the Official Liquidator after taking over the charge and possession of the assets of the respondent Company is directed to take further appropriate steps in accordance with law. (HEMANT M. PRACHCHHAK,J) ANUSRI Original copy of this order has been signed by the Hon'ble Judge. Digitally signed by: ANUSRI VASU(HC02352), ENGLISH STENO GRADE-II\, at High Court of Gujarat on 16/04/2026 18:56:37