APHC010166542025 IN THE HIGH COURT OF ANDHRA PRADESH^ AT AMARAVATI nw >l %O, MONDAY, THE THIRTIETH DAY OF JUNE TWO THOUSAND AND TWENTY FIVE PRESENT THE HONOURABLE SRI JUSTICE V. SRINIVAS COMPANY APPLICATION No.3 of 2025 in COMPANY PETITION No.39 of 1993 In the matter of the Companies Act, 1956 AND In the matter of M/s. T.G.L Quick Foods Limited (In Liqn.) Between: The Official Liquidator of M/s. T.G.L Quick Foods Limited (In Liqn.), Attached to High Court of Telangana and Andhra Pradesh, 1®' Floor, Corporate Bhawan, Bandlaguda, Nagole, Hyderabad-500068 ...Applicant AND Nill ...Respondent Petition under Sections 481, 550 and 555 of the Companies Act, 1956, read with Rules 281, 282 and 9 of the Companies (Court) Rules, 1959 praying the High Court to: i) form an opinion that the Official Liquidator cannot proceed with the winding up and that it is just and reasonable in the circumstances of the case to order for the dissolution of the company. ii) take on record the half yearly accounts of the Company (In Liqn.) for the period from 01-10-2024 to 13-03-2025 as Annexure-K enclosed vide iii) dispense with the auditing of the Half Yearly Accounts of the company (In Liqn.) for the period from 01-10-2024 to 13-03-2025, since there is Nil transactions. iv) dispense with the filling of the Annual / Final accounts of the company in view of the filing of the audited Half Yearly Accounts regularly in the company in liquidation. v) order that M/s. T.G.L Quick Foods Limited (In Liqn.) be ordered to be dissolved with effect from the date of the order. vi) permit the Official Liquidator to dispose / destroy the books and records of the company any day after the expiry of five years from the date of order of dissolution of the company as per Section 550 of the Companies Act, 1956. vii)permit the Official Liquidator to incur the cost of this application and other incidental expenses to be met from and out of Estate and Establishment Fund Account maintained by the Official Liquidator. Counsel for the Petitioner: Sri T V P Sai Vihari (SC for Official Liquidator) Counsel for the Respondent: --- The Court made the following order: THE HON’BLE SRI JUSTICE V.SRINIVAS COMPANY APPLICATION N0.3 OF 2025 ORDER; This company application is filed under sections 481, 550 and 555 of Companies Act, 1956 read with Rules 281, 282 and Rule 9 of the Companies (Court) Rules, 1959 to:- i).form an opinion that the Official Liquidator cannot proceed with the winding up and that it is just and reasonable in the circumstances of the case to order for the dissolution of the company. ii).to take on record the half yearly accounts of the (in liquidation) for the period from 01.10.2024 to 13.03.2025 as enclosed vide Annexure-“K”. company hi).dispense with the auditing of the Half Yearly Accounts of the company (in liquidation) for the period from 01.10.2024 to 13.03.2025, since there is Nil transactions. iv).dispense with the filing of the Annual/Final accounts of the company in view of the filing of the audited Half yearly Accounts regularly in the company in liquidation, v).order that M/s.T.G.L. Quick Foods Limited (in liquidation) be ordered to be dissolved with effect from the date of the order. 2 vi).permit the Official Liquidator to dispose/destroy the books and records of the company and day after the expiry of five years from the date of order of dissolution of the company as per Section 550 of the Companies Act, 1956. vii).permit the Official Liquidator to incur the cost of this application and other incidental expenses to be met from and out of Estate and Establishment Fund Account maintained by the Official Liquidator; and pass such order which this Court deems fit and proper. 2. The brief facts of the case in the petition are as follows: This Court by an order dated 12.04.1996 appointed the official liquidator in Company Petition No.39 of 1993. After the winding up order, the Liquidator took possession of the company’s properties and records. The ex-directors initially failed to submit the Statement of Affairs, but later complied the order. 3. APSFC, the principal secured creditor, had already seized the company’s assets prior to the winding up and permitted by this Court to say outside liquidation, subject to was 3 conditions including settlement of workmen’s dues under Section 529-A of the Companies Act, 1956. Subsequently, this Court approved the sale of land and machinery for Rs.70,00,000/- to M/s.Khan Enterprises in 2008. The secured creditor, APSFC, was directed to pay the 4. workmen’s dues, but no claims were received from any Notices were issued to all known creditors and workmen. published in newspapers inviting claims. Seven claims were received, mainly from secured creditors and statutory authorities. 5. As per the Statement of Affairs, nominal amounts under Trade Debtors’ and ‘Loans and Advances’ were declared unrecoverable despite notices sent. Small statutory deposits were adjusted, and no realizable assets remain. 6. Further, the Liquidator issued notices 31.05.2024 to all secured creditors and the petitioner in the winding up petition, informing them of the proposal for dissolution and inviting objections. As per postal records, all dated 4 secured creditors were served and raised no objections. The notice to the petitioner was returned undelivered with the endorsement “No such person at the address”, which is deemed good service; hence, no objection from the petitioner has been received either. 7. The audited accounts have been filed upto 30.09.2024. There were no transactions from 01.10.2024 to 13.03.2025. The half-yearly accounts for this period have been submitted, and the liquidator seeks dispensation of audit and further filing of accounts. There are no assets, fund, pending litigations or unresolved matters left. The winding up has been pending for more than twenty-eight (28) years. Since there are no assets available in the name of the company (in liquidation) for disposal, considering that the winding up order was passed in the year 1994 i.e., more than twenty-eight (28) years passed and no case is pending in any Court as per the available records and there are no further affairs to be pursued by the official liquidator, it would be 8. 5 appropriate to dissolve the company (in liquidation) under Section 481 of the Companies Act 1956 read with Rules 281 and 282 of the Companies (Court) Rules, 1959. For the above reasons stated in the affidavit, the claim Nos.(i) to (vii) above noticed are allowed as prayed for. Accordingly, the company application is disposed of. There shall be no order as to costs. As a sequel thereto, miscellaneous petitions, if pending in this company application shall stand closed. 9. any. Sd/- S.V.S.R.MURTHY JOINT REGISTRAR //TRUE COPY// S ION OFFICER To 1. The Official Liquidator, M/s. T.G.L Quick Foods Limited (in liqn), Office at Floor, Corporate Bhawan, Nagole, Bandlaguda, Thattiannaram Village, Hayathnagar Mandal, Ranga Reddy District, Telangana State Pin Code-500 680. 2. The Registrar of Companies, Ministry of Corporate Affairs, Government Floor, Corporate Bhawan, Nagole, Bandlaguda, nd of India, 2 Thattiannaram Village, Hayathnagar Mandal, Ranga Reddy District, Telangana State Pin Code-500 680 3. The Regional Director, South Eastern Region, Ministry of Corporate Affairs, 3'^^ Floor, Corporate Bhawan, NOagole, Bandlaguda, Thattiannaram Village, Hayathnagar Mandal, Ranga Reddy District, Telangana State Pin Code-500 680. 4. One CC to Sri T V P Sai Vihari,(Standing Counsel for Official Liquidator) [OPUC] 5. Two CD Copies TK vna HIGH COURT DATED:30/06/2025 ORDER COMPANY APPLICATION No.3 of 2025 m COMPANY PETITION No.39 of 1993 *( 1 0 JUL 2025 IS ent Sectioiv^V Co DISPOSING OF THE COMPANY APPLICATION