2025:JHHC:10274 IN THE HIGH COURT OF JHARKHAND AT RANCHI Company Petition No.04 of 2003 Govind Promoters Pvt. Ltd., a Company duly registered under the provisions of Companies Act, 1956 having its registered office at Continental Chambers, 4th Flour, Hemanta Basu Sarani, Kolkata – 700001 through one of its Directors Shri Devendra Kumar Mantri son of Late Babu G.P. Mantri resident of 3A Ronaldshay Road, Alipore, Kolkata – 700027. …… Petitioner Versus 1. Kaizen Auto Pvt. Ltd., a private limited company incorporated under the provisions of Companies Act, 1956 having its registered office at Plot No.A- 25, Industrial Estate, Adityapur, Jamshedpur – 832109, Jharkhand. 2. Adityapur Industrial Area Development Authority (AIADA), Adityapur, P.O. & P.S. Adityapur, District – Seraikela – Kharsawan, through its Managing Director …... Respondents --------- CORAM: HON'BLE MR. JUSTICE RAJESH KUMAR --------- For the Official Liquidator : Mr. H. K. Mehta, Advocate Ms. M. Patra, Advocate Mr. V. K. Singh, Advocate Mr. Rishav Raj, Advocate For the Respondent No.1 : None For the Respondent No.2 : Dr. Ashok Kr. Singh, Advocate Mr. Kumar Sidharth, Advocate -------- 111/Dated: 28 th March, 2025 1. Heard learned counsel for the petitioner/ official liquidator and learned counsel for the respondent No.2 (AIADA). 2. In spite of opportunity granted, nobody appears on behalf of the respondent No.1 for the last several dates. 3. The present company petition has been filed under the provisions of Section 433/ 434/ 439 of the Companies Act, 1956 for winding up of the company namely Kaizen Auto Pvt. Ltd. (Respondent No.1). 4. The Winding up Petition has been presented by Petitioning Creditor of the Company on 11-09-2003. Kaizen Auto Pvt. Ltd. (hereinafter referred to as 'the company') was ordered to be wound up by this Court on 22-02-2008 and the Official Liquidator attached to this Court became liquidator - 1 - C.P. No.04 of 2003 2025:JHHC:10274 thereof. Thus, possession of the assets and property of the company (in liquidation) which were deemed to be in possession of the High Court with effect from 11.09.2003 by virtue of Presentation of Winding up Petition, was taken over by the Official Liquidator on 18th and 19th October, 2008. 5. In view of order dated 02.08.2019 this Court has directed the Official Liquidator to act as per schedule of the sale of the property on the basis of valuation report submitted by the valuer and upon the publication of the Sale Notice published on 17th August 2019, 4 bidders participated out of which Vijay Shree Autocom Ltd., Gamharia, Saraikela- Kharsawan offered Rs. 2.22 Crores whose bid was highest bid as such it has been accepted vide order dated 06.09.2019. The highest bidder-cum-purchaser has deposited entire amount of Rs 2.22 Crores and the same has been kept in Fixed Deposit by the Official Liquidator. The Official Liquidator had realized an amount of Rs. 2.22 Crores and earned some interest on the amount (which was kept in the safe of FDR's) and total amount available with the Official Liquidator as on 04.11.2022, while proposing dividend was Rs. 2,41,25,634/- and a detailed report had already been filed before this Court by the Official Liquidator on 30.12.2019 and now as allowed but after deducting the Central Government Fee, under Rule 291 of Company Court Rules, 1959 Liquidation Expenses, Counsel Fee (Professional Fee), Audit Fee, Half-yearly Accounts Fee, Advertisement Cost etc. to the tune of Rs. 52,97,131/- and dividend paid amount of Rs. 1,88,00,000/- to Sole Creditor, namely, M/s Govind Promotors Private Limited @ 93% of his total dues, the Official Liquidator was having remaining amount of Rs. 28,503/- which has been transferred to Official Liquidator Fund Account for payment of unseen liabilities/contingency expenses etc. Now Official Liquidator is having Nil amount in the account of the company (in liquidation). 6. The Official Liquidator vide orders dated 18.10.2019 and 29.11.2019 has been permitted to make out expenses from the deposited amount. The Respondent -AIADA has been directed to complete execution of Sale Deed vide order dated - 2 - C.P. No.04 of 2003 2025:JHHC:10274 18.10.2019 and the same has been completed. 7. In compliance of Order No. 90 dated 18.10.2019 & 29.11.2019 as permitted by this Court, to make out the expenses from the money deposited by the purchaser, the amount of Liquidation expenses incurred by the Official Liquidator (including Loan taken from the official Liquidator Account, Audit fee, Central Government fee, Valuer fee and Advocate fee as reported in report dated 15/10/2019 & report dated 13/11/2019) of Rs. 48,50,015/- and Rs. 51,163/- total Comes to Rs. 49,01,178/- and after deducting the aforesaid expenses, the official Liquidator is having an amount of Rs. 1,72,98,822/- or more are lying in the account of the company and is available to declare dividend to the creditor/s. 8. As reported in para 6 of the Official Liquidator Report dated 13/11/2019, the petitioner creditor (who is only the creditor in the company) has requested to review the Notice of Rejection of proof of Debts dated 22/01/2019, who have also withdrawn the Company Appeal No. 3/2019 with I. A. No. 10564 of 2019 on 20.12.2019. After withdrawal of Company Appeal by the Creditor, he has submitted the further documentary evidence on 27/12/2019, which has been considered and informed to him in Form No. 70 (Notice of admission of proof). The claim of the petitioner creditor have been admitted fully up to the date of filing of the claim i.e. 31/5/2018 amounting to Rs. 2,02,13,306/- and informed accordingly, It has also been mentioned that he is not entitle to make any further claim, as there is no possibility to get 100% Dividend with the available fund in the account of the company. 9. That after declaration of Dividend, the affairs of the company may deemed to have been completely wound up and in the opinion of the Liquidator the Company Petition cannot proceed with the winding up of the company thereafter, as there is no other assets remains to disposed of, hence it is just and reasonable to dissolve the company, and it is requested to consider and to declare the dividend @ 84% or more on the basis of fund available on the day of declaration of dividend and encashment of FDR's but after deducting Central - 3 - C.P. No.04 of 2003 2025:JHHC:10274 Government fee as required U/s 291 of Companies Court Rules, 1956 (if remains unpaid). After declaration of the dividend, the Bank balance of the company will become Zero. No assets is pending for disposal. No claims are pending as per the records as on today and affairs of the company have been completely wound up. the Official Liquidator is not in position to continue the proceeding of winding up, hence proposed to dissolve the company U/s 481 of the Companies Act, 1956 and this Court is requested to dissolve the company. 10. In the aforesaid sequence of facts and the exercise undertaken towards liquidation of the Company, now no other claims are pending before the Official Liquidator. Out of the sale proceeds on account of the assets of the Company, proportionate share of the secured creditor Rs.1.88,00,000/- has been released pursuant to the orders of this Court passed earlier. The Official Liquidator has therefore proposed to dissolve the Company in terms of section 481 of the Companies Act, 1956. 11. Thus, it is clear that the assets of the company has already been sold out and the proceeds of the same has also been utilized and as such nothing remains in the present company petition. 12. Having considered the entire statement of facts and the steps taken towards liquidation of the assets of the Company in question, this Court is of the considered view that an order in terms of section 481 of Companies Act, 1956 can be passed for dissolution of the Company. Accordingly, it is ordered that the Company be dissolved. Let the order be communicated to the Registrar of Companies in terms of sub-section 2 of section 481 of the Act of 1956. 13. This Company Petition stands disposed of accordingly. All reports furnished by the Official Liquidator stands disposed of. 14. Pending interlocutory application, if any, also stands disposed of. (Rajesh Kumar, J.) Ravi-Chandan/- - 4 - C.P. No.04 of 2003