JkJsJ IN THE HIGH COURT OF ANDHRA PRADESH AT AMARAVATI THURSDAY, THE NINTH DAY OF JANUARY TWO THOUSAND AND TWENTY FIVE PRESENT HONOURABLE MS JUSTICE B S BHANUMATHI COMPANY APPLICATION No.49 of 2024 IN RCC No.14of 1994 In the matter of the Companies Act, 1956 AND In the matter of M/s. Padmaja Agrotech Oils Limited (In Liqn.) Between: The Official Liquidator of M/s. Padmaja Agrotech Oils Limited (In Liqn.), Attached to High Court of Telangana and Andhra Pradesh, Floor, Corporate Bhawan, Bandlaguda, Nagole, Hyderabad-500068. ...Applicant Petition under Section 481, 550 and 555 of the Companies Act, 1956 and read with Rules 281, 282 and 9 of the Companies (Court) Rules, 1959 for dissolution of the company praying the High Court may be pleased 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 periods from 01-10-2022 to 31-03-2023; 01-04-2023 to 30-09- 2023; 01-10-2023 to 31-03- 2024; 01-04-2024 to 30-09-2024; and 01- 10-2024 to 30-11-2024 as enclosed vide Annexure-'M'. iii) dispense with the auditing of the Half Yearly Accounts of the company (In Liqn.) for the periods from 01-10-2022 to 31-03-2023; 7 01-04-2023 to 30-09-2023; 01-10-2023 to 31-03-2024; 01-04-2024 to 30-09-2024; and 01-10-2024 to 30-11-2024, since there are either few transactions or Nil transactions. iv) dispense with the filling of the Annual / Final accounts of the company in view of the filing of the audited / unaudited (where there are nil transactions) Half Yearly Accounts regularly in the company in liquidation. v) permit the Official Liquidator to transfer the balance amount available company's account after deducting all liquidation / incidental expenses of the winding up process, auditors fee, etc., into the Companies Liquidation Account in terms of Section 555 of the Companies Act, 1956 as mentioned in Para 14. in vi) order that M/s. Padmaja Agrotech Oils Ltd.(In Liqn.) be ordered to be dissolved with effect from the date of the order. vii) 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, viii) permit the Official Liquidator to incur the cost of this application and other incidental expenses be met from and out of the funds of the company. This Company Application coming on for orders, upon reading the Company Application and the affidavit dated 26/12/2024 filed by Sri Uttam Kumar Sahoo, Official Liquidator in support of the Company Application and upon hearing the arguments of Sri T V P Sai Vihari Counsel for the Official Liquidator for the Applicant. The Court made the following: / APHC010603622024 IN THE HIGH COURT OF ANDHRA PRADESH AT AMARAVATI (Special Original Jurisdiction) [3311] THURSDAY, THE NINTH DAY OF JANUARY TWO THOUSAND AND TWENTY FIVE PRESENT THE HONOURABLE MS JUSTICE B S BHANUMATHI COMPANY APPLICATION NO: 49/2024 Between: The Official Liquidator Of M/s. Padmaja Agrotech Oils Limited ...APPELLANT AND Nil ...RESPONDENT Counsel for the Appellant: 1.T V P SAI VIHARI(SC FOR OFFICIAL LIQUIDATOR) Counsel for the Respondent: 1. The Court made the following: ORDER: This company application is filed under sections 481, 550 and 555 of the Companies Act, 1956 and read with Rules 281, 282 and 9 of the Companies (Court) Rules, 1959 for dissolution of the company to 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, take on record the half yearly accounts of the company (in liquidation) for the periods from 01-10-2022 to 31-03-2023:01-04 - 2023 to 30-09-2023; 01-10-2023 to 31-03-2024; 01-04-2024 to i) ii) } 1 2 BSB, COMPA.No.49 of2024 30-09-2024; and 01-10-2024 to 30-11-2024 as enclosed vide Annexure -“M”. dispense with auditing of the half yearly accounts of the company (in liquidation) for the periods from 01.10.2022 to 31-03-2023; 01- 04-2023 to 30-09-2023; 01-10-2023 to 31-03-2024; 01-04-2024 to 30-09-2024; and 01-10-2024 to 30-11-2024, since there are either a few transactions or nil transactions, dispense with the filing of the annual/final accounts of the company in view of the filing of the audited/unaudited (where there are ‘nil’ transactions) half yearly accounts regularly in the company in liquidation, permit the official liquidator to transfer the balance amount available in company’s account after deducting all liquidation/incidental expenses of the winding up process, auditors fee etc., into the companies liquidation account in terms of section 555 of the Companies Act, 1956 as mentioned in para iii) iv) V) 14. order that M/s.Padmaja Agrotech Oils Limited (in liquidation) be dissolved with effect from the date of the order, permit the official liquidator to dispose/destroy the books and records of the company any day after expiry of five years from the date of order of dissolution of the company, permit the official liquidator to incur the cost of this application and other incidental expenses from and out of the funds of the company; and pass such further order or orders as this Court may deem fit and proper in the circumstances of the case and thus render justice. Vi) vii) viii) ix) 3 BSB.J COMPA.No.49 of 2024 / On a The affidavit of the official liquidator reads briefly as follows; reference made by BIFR vide RCC No. 14/1994, this High Court, by an order dated 15.12.1994, ordered the winding up of M/s.Padmaja Agrotech Oils Limited and appointed the official liquidator attached to this Court as its liquidator and directed to take charge of all properties and assets, and books and papers of the said company. Consequent to the winding up order (Annexure A), the official liquidator took steps for realization of the assets of company (in liquidation) under sections 454,456 of the Companies Act, 1956. The ex-directors of the • company (in liquidation) did not file the statement of affairs. Hence, the official liquidator filed a complaint under section 454 of the Companies Act, 1956 against the ex-directors vide CA.No.239 of 1996 before this High Court. After filing of the complaint, the ex-directors filed the statement of affairs in the office of the official liquidator on 13.10.1997 and handed over the books and records of the company (in liquidation). The same was verified. Certain defects were pointed out. The ex-directors rectified the defects pointed out. Thereafter, this High Court closed COMPA.No.239 of 1996 vide order dated 15.06.1999. (copy of order is Annexure B). As per the statement of affairs filed by the ex-directors, APIDC, APSFC& SBH were the secured creditors of the company (in liquidation). The official liquidator deputed his officials for taking possession of the assets of the company situated at Bhimavaram Road, NRP, Agraharam Undi, West Godavari District, Andhra Pradesh. The deputed officials reported that Andhra Pradesh Industrial Development Corporation (APIDC) had seized the assets of the company (in liquidation). Hence, the official liquidator did not take possession/custody of any assets/properties of the company (in liquidation). Further, the APIDC obtained leave of this Court to remain outside liquidation proceedings vide order dated 16-01-1997 made in CA No.227 of 1996 (Annexure C) subject to the following I conditions; 2. 3. \ 4 BSB, COMPA.No.49 of2024 i) the petitioner shall undertake to discharge liability of the company due to the workers, if any, under section 529(A) of the Companies Act. ii) the petitioner shall intimate at least ten days in advance before the date fixed for receipt of tenders, to the official liquidator about the proposed sale of the properties of the company; and iii) the petitioner shall also obtain the permission of the Court before finalizing tenders. The APSFC also obtained leave of this Court vide order dated 09.11.1998 made in CA.No.680 of 1997 (Annexure D) to remain outside liquidation proceedings under section 446(2) of the Companies Act, 1956 under certain conditions. The remaining secured creditor i.e., the State Bank of Hyderabad (SBH) also obtained leave of this Court vide order dated 10.06.1997 made in C.A.No.259 of 1996 (Annexure E) to proceed with the application before the Debt Recovery Tribunal. The APIDC filed another Company Application No.222 of 2000 seeking permission of the High Court to . sell the assets of the company (in liquidation) to Sri Anne Jagdish Babu, Vijayawada as per the minutes of the tender opening committee held on 16.11.1999. This Court, vide order dated 30.08.2000 in C.A.No.222 of 2000 (Annexure F) permitted the APIDC to sell the plant and machinery and the land and building of the company (in liquidation) for Rs.101 lakhs to Sri Anne Jagdish Babu. This Court further ordered that the total amount due to the APSFC and APIDC was more than the sale proceed and clarified that the sale proceeds need not be deposited with the official liquidator and further directed the APIDC to deposit the wages to the workmen as and when the official liquidator determines and makes a call on the APIDC. As per the information provided by the APIDC, the purchaser Sri Anne Jagdish Babu did not pay the sale consideration and backed out of the purchase of the assets of the . company (in liquidation). Hence, the APIDC decided to re-advertise for sale of the assets of the company (in liquidation) once again (Annexure G) after 4. /' // // 5 BSB,J COMPA.No.49 of 2024 conducting a fresh auction to sell the assets/properties of the company (in liquidation) and filed another application CA.No.564 of 2001 seeking permission of this Court to sell the assets of the company (in liquidation) to Sri Ch.V.Ranga Raju as per the minutes of tender opening committee meeting of the company (in liquidation) held on 08.05.2001 and also as per the minutes of the meeting of Board of Directors of the APIDC held on 23.05.2001. This Court, vide order dated 25.09.2001 (Annexure H) in C.A.No.564 of 2001, passed the following order: “The applicant - Corporation was permitted to stay outside the liquidation proceedings by this Court by order dated 16.01.1997. The applicant -corporation in exercise of the power conferred on it under section 29 of the State Finance Corporation Act, seized the assets of the company under liquidation which was seized by the applicant-Corporation on 03.08.1994 before the winding up order came into force. On more than one occasion, the applicant - Corporation tried to dispose of the company in liquidation unsuccessfully for various reasons, the details of which are mentioned in the affidavit filed in support of this application. Finally the applicant - Corporation succeeded in obtaining the order for an amount of Rs.80.35 lakhs. Both the respondents were put on notice. Counters are filed but no objections are raised. In the circumstances, the application is allowed as prayed for. Flowever the applicant is directed to pay such amounts to the official liquidator, as when he makes a demand, to meet the claim of the workmen in accordance with Section 529 and 529-A of the Companies Act.” The APIDC and APSFC appropriated the above said sale proceeds of the company (in liquidation). As per the statement of affairs filed by the ex directors of the company (in liquidation), an amount of Rs.11,72,723.11/- was shown as “Trade debtors” (as per schedule -II) under the column of “bad debts”. Further an amount of Rs.10,16,536.50/- was shown as due under “loans and advances” as per (schedule -III), however the amount estimated to 5. . I 6 BSB, COMPA.No.49 of2024 be realized was shown as Rs.1,31,861/- (Annexure -I), Due to non availability of sufficient documents/records and as the amount of debt was shown under bad debts in respect of trade debtors, the official liquidator did not realize any amount from the trade debtors as well as loans and advances and the ex-directors failed to furnish the requisite documents and the information to take action as per law. As per “list ‘c’ -preferential creditors for rates, taxes etc.,” farming part of statement of affairs filed by the ex-directors of the company (in liquidation) to the government departments, the said list does not disclose the dues payable by the company (in liquidation) to its workman. Due to non-availability of sufficient funds, the official liquidator did not invite the claims from the workmen and the creditors of the company (in liquidation). Further, the official liquidator did not receive any voluntary claims either from the workmen or from the other creditors of the company (in liquidation) (Annexure J). On 31.05.2024, a letter (Annexure K) was addressed to APSFC, APIDC & the State Bank of India, Bhimavaram, West Godavari District that official liquidator was going to file dissolution application and requested to send their objections, if any, against the dissolution of the company (in liquidation), but as per the postal track consignments (Annexure L) the secured creditors did not submit any reply. The half yearly audited accounts upto 30-09-2022, as required under section 462 of the Companies Act, 1956, have been filed before the Court and affidavit of receipts and payments for periods from 01-10-2022 to 31-03-2023 (2 transactions): 01-04-2023 to 30-09-2023 (2 transactions): 01-10-2023 to 31- 03-2024 (NIL transactions): 01-04-2024 to 30-09-2024 (3 transactions) and 01-10-2024 to 30-11-2024 (NIL transactions) are enclosed (Annexure-M). The company (in liquidation) has an amount of Rs.10,000-99 ps to its credit. After meeting expenses pending liquidation, an amount of Rs.8,487.99 • ps is lying to the credit of the company (in liquidation). Since there are no assets available in the name of the company (in liquidation) for disposal and considering that the winding up order was passed in the year 1994 i.e., for n // 7 BSB,J COMPA.No.49 of 2024 more than 29 years ago passed and no case is pending in any Court as per the available records and there is no further affair to be pursued by the official liquidator, it would be more appropriate to dissolve the company (in liquidation) and permit the official liquidator to transfer the balance amount available in the credit of the company (in liquidation) after deducting the further liquidation/incidental expenses, auditor’s fee etc., to the companies liquidation account in terms of the section 555 of the Companies Act, 1956. In view of Section 559 of the Companies Act, 1956, it is of the opinion that there is no further course of action that can be taken by the official liquidator to pursue the affairs of the company (in liquidation). Hence, this petition was filed seeking the above noted reliefs. In the light of the above submissions made by the official liquidator, the relief prayed in claims Nos.(i) to (viii) are allowed as sought for. 06. There shall be no order as to costs. As a sequel thereto, miscellaneous petitions, if any, pending in this company application shall stand closed. Sd/- S.V.S.R.MURTHY JOINT REGISTRAR 1 \ //TRUE COPY// SECTION OFFICER To 1)The Official Liquidator, M/s. Padmaja Agrotech Oils Limited Office at 1 (in liqn), Nagole, Bandlaguda Thattiannaram Village, Hayathnagar Mandal, Ranga Reddy Telangana State Pin Code-500 680. St Floor, Corporate Bhawan, District, 2) The Registrar of Companies, Ministry of Corporate Affairs of India, Government 2" Floor, Corporate Bhawan, Nagole, Bandlaguda, Thattiannaram Village, Hayathnagar Mandal, Ranga Reddy Telangana State Pin Code-500 680 District, r 3) The Regional Director, South Eastern Region, Ministry of Corporate Affairs, 3^'^ Floor, Corporate Bhawan, N9agole, 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) Three CD Copies TK sree \ \ HIGH COURT DATED;09/01/2025 - 1 9\ f i ORDER COMPA.No.49 of 2024 andh^ X 3 1 JAN 2025 z *3-^ Current Section ALLOWING THE COMPANY APPLICATION WITHOUT COSTS