IN THE HIGH COURT OF ANDHRA PRADESH AT AMARAVATI THURSDAY, THE THIRTIETH DAY OF JANUARY TWO THOUSAND AND TWENTY FIVE PRESENT HONOURABLE MS JUSTICE B S BHANUMATHI COMPANY APPLICATION No.1 of 2025 in RCC No.4 of 1993 In the matter of the Companies Act, 1956 AND In the matter of M/s. Polytechs Organics Limited (In Liqn.) Between: The Official Liquidator of M/s.Polytechs Organics Limited (In Liqn.), Attached to High Court of Telangana and Andhra Pradesh, Floor, Corporate Bhawan, Bandlaguda, Nagole, Hyderabad-500 068. ...APPLICANT Petition 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 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; 01-10- 2024 to 08-01-2025 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; 01-04-2023 to 30-09-2023; 01-10-2023 to 31-03-2024; 01-04-2024 to 30-09-2024; 01-10-2024 to 08-01-2025, 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 Half Yearly Accounts regularly in the company in liquidation. V) 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 such as Auditor fee, Central Govt, fee. Application Fee, into the companies Liquidation Account in terms of Section 555 of the companies Act, 1956 as detailed in Para 14 of the Affidavit, vi) order that M/s. Polytechs Organics Limited (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 as per Section 550 of the Companies Act, 1956. 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 thq Company Application and the affidavit dated 21.01.2025 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 ORDER : APHC010028802025 IN THE HIGH COURT OF ANDHRA PRADESH AT AMARAVATI (Special Original Jurisdiction) [3311] Thursday, The Thirtieth day of January, Two Thousand Twenty Five Present The Honourable Ms Justice B.S.Bhanumathi Company Application No.01 of 2025 Between: The Official Liquidator of M/s.Polytechs Organics Limited (in Liqn.), ...Applicant and ...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: This company application is filed under sections 481,550 and 555 of Companies Act, 1956 r/w 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, take on record the half yearly accounts of the company ii) (in liquidation) for the periods from 01-10-2022 to 31.03.2023; 01-04-2023 to 30-09-2023; 01-10-2023 31-03-2024; to 2 COMPA.No.Ol of2025 01-04-2024 to 30-09-2024; 01-10-2024 to 08-01-2025 vide Annexure-M. iii) 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; 01-10-2024 to 08-01-2025, since there are either few transactions or nil transactions, iv) dispense with the filing of annual/final accounts of the company in view of the filing of the audited half yearly accounts regularly in the company (in liquidation), v) 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 such as auditor fee, central government fee, application fee, into the companies liquidation account in terms of section 555 of the Companies Act, 1956 as detailed in para 14 of the affidavit, vi) order that M/s.Polytechs Organics Limited (in liquidation) 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 as per section 550 of the Companies Act, 1956. 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; and pass such order which this Court deems fit and proper. 3 BSB,J COMPA.No.Ol of2025 2. The brief facts of the case in the petition are as follows: On reference made by BIFR vide RCC No.04/1993, this Court by an order dated 15.12.1994 ordered the winding up of M/s.Polytechs Organics Limited and appointed the official liquidator attached to this Court as its liquidator and kept as incharge of all property and assets and the books and papers of the said company. (Annexure-A). The official liquidator issued notices to the ex-directors to handover possession of assets and books of accounts of the company (in liquidation), but they failed to file the statement of affairs. The official liquidator filed a complaint under section 454 of the Companies Act, 1956 vide C.A.No.257 of 1996 against the ex-directors of the company (in liquidation) for non-filing of statement of affairs. During the course of proceedings, the ex-directors filed the statement of affairs and the C.A.No.257 of 1996 was closed vide order dated 16.04.1999 (Annexure B). As per BIFR order dated 06.01.1995 in case No.93/1990, the APSFC was appointed as selling agent for sale of assets/properties of the company (in liquidation) in place of the State Bank of India, pursuant to which the assets/properties were assumed to be in possession by the APSFC on 27.05.1995 (Annexure-C). As per the copy of proceedings of panchanama dated 27.05.1995 provided by the secured creditors, the assets/properties situated at Kakkalapalli village, Ananthapur District, Andhra Pradesh were taken in possession by the APSFC from the State Bank of India on 27.05.1995 prior to the order for winding up. (Annexure-D). The APSFC conducted auction to sell the assets/properties of the company (in liquidation) under section 20(4) of the Sick Industrial Companies (Special Provisions ) Act, 1985 in favour of Sri A.V.Rama rao for a sale consideration of Rs.35,91,000/- and placed the said report before the BIFR for confirmation of sale. The BIFR approved the sale vide order dated 25.10.1996. The APSFC realized a sum of Rs.41,00,876/- (sale consideration of Rs.35.91 lakhs and interest for delayed 4 BSB,J COMPA. No. 01 of2025 payment of Rs.5,09,876/-). The APSFC obtained leave of this Court vide order dated 23.12.1996 in CA.No.190 of 1996 to remain outside liquidation proceedings. (Annexure-E). In pursuance of the orders dated 07.02.2006 in CA No.314/1998, the APSFC deposited the principal sale consideration of Rs.35,31,683.50 Ps with the official liquidator on 23.02.2006. Further, on 27.12.2006, the APSFC deposited Rs.34,20,652/- towards interest @ 7.5% in OSA No.63 of 2006. (Copies of the orders dated 07.02.2006 in C.A.No.314 of 1998 and dated 27.12.2006 in O.S.A.63 of 2006 are Annexure-F). The official liquidator refunded an amount of Rs.9,94,568/- to the APSFC towards excess payment vide letter dated 30.10.2007. As per the statement of affairs filed by ex-directors of the company (in liquidation), the ‘trade debtors’ under schedule-ll were shown as Rs.9,27,178/- under bad debts and ‘estimated produce’ was shown as ‘nil’. Further, the ‘loans and advances’ under schedule-ill were shown as Rs.2,02,053/- and estimated to realize was shown as Rs.32,033/-. The ex-directors did not furnish full details of trade debtors and loans & advances along with supporting documents and further all the debts are barred by limitation. Hence, the official liquidator could not initiate any legal action against the debtors and loans & advances; and recover any amount towards realization of debts. Further, the ex-directors of the company (in liquidation) showed an amount of Rs.18,98,169.60 as due by the company under the list “C”-“Preferential creditors for rates, taxes, salaries, wages and otherwise”. (Annexure-G). Pursuant to the directions of this Court dated 10.04.2006 in CA.No.406 of 2006, the official liquidator invited claims from the creditors of the company (in liquidation) by publishing notice inviting Deccan Chronicle”, English daily & “Vaartha”, Telugu daily newspaper on 15.04.2006 by fixing the last date for submission of claims as 15.05.5006. In response to the said notice, the official liquidator received 4 claims from SBI, APIDC, CTO and one employee. After getting the order of condonation of delay from this Court, the APSFC filed its claim before the official liquidator and it inturn received 5 claims from the creditors of the p.a. claims in 5 BSB,J COMPA.No.Ol of2025 company (in liquidation). After adjudication of all the claims, an application vide C.A.No.1524 of 2008 was filed by enclosing all the adjudication orders and praying this Court to take Form No.71 on record. Subsequently C.A.No.619 of 2009 was filed seeking permission to vary the list of creditors by including the name of APSFC in Form No.71, who had filed their claim belatedly. This Court condoned the delay in filing the Form No.71 and revised Form No.71 filed along with CA No.619 of 2009 is taken on record. (Annexure-H). Pursuant to the order dated 04.02.2010 in C.A.No.2010 of 2009, the official liquidator declared a dividend of Rs.71,34,670.15 to APSFC & APIDC. (Annexure-I). The Assistant official liquidator issued a letter dated 13.11.2020 to the secured creditors of the company (in liquidation) and advised them to offer their objections, if any for application being filed for dissolution of the subject company. In response, the APIDC Limited, Flyderabad, vide letter dated 23.11.2020, stated that the company (in liquidation) has to pay huge amounts to the corporation viz., principal outstanding amount of Rs.85.30 lakhs plus interest and penal interest. The APIDC further stated that the corporation is pursuing with guarantors and the legal heirs for recovery of outstanding dues under the A.P.R.R Act and requested the official liquidator not to take any steps for dissolution of the company (in liquidation). Further, the APSFC, Ananthapur vide letter dated 26.11.2020, stated that the Corporation had written off the balance principal amount and waived the entire interest and now the account is under loss- D(NPA) category and advised the office of official liquidator to take an appropriation action. Flowever, there is no response from the SBl till date. (Annexure-J). The Assistant official liquidator has addressed letters dated 31.05.2024 to the APIDC and the State Bank of India once again and advised them to send their objections, if any, against the dissolution of the company (in liquidation) within 15 days from the date of receipt of the letter, failing which it would be treated as no objection. (Annexure-K). As per the postal track consignmenJ;, it was observed that the letter dated 31.05.2024 had been 6 BSB,J ^ COMPA.No.Ol of2025 served to APIDC & SBI on 04.06.2024 and 05.06.2024 official liquidator has not received half yearly audited accounts respectively. But, the any response till date. (Annexure-L). The were filed before the Court and the official liquidator filed necessary applications for appointment of auditors for the subsequent half yearly accounts before this Court and the said applications are pending before this Court. The part of the half yearly accounts was also prepared by the office of the official liquidator. (Annexure-M). Therefore, it is prayed to take the accounts on record and dispense with auditing since there are either a few transactions or no transactions and as the official liquidator It is requested to dispense with the filing of annual/final accounts of the company(in liquidation). does not have any source of further realization. On 08.01.2025, the company (in liquidation) has an amount of Rs.1,15,815.91 Ps to its credit. After meeting the pending liquidation expenses, an amount of Rs.1,14,014.91 Ps is required to be transferred to the “Companies Liquidation Account” under section 555 of the Companies Act, 1956. 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 30 years passed and no case is pending in any Court as per the available records and there are no further affairs to be 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 Liquidation Account’ in terms of the provisions of section 555 of the Companies Act, 1956. pursued by the official liquidator, it would be expenses to the ‘Companies 3. For the above reasons stated in the affidavit, the claims Nos.(i) to (viii) above noted are allowed as prayed for. 7 BSB,J COMRA. No. 01 of2025 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/- E.KAMESWARA RAO JOINT REGISTRAR 15^ ^ //TRUE COPY// > SECTION OFFICER To 1) The Registrar (Judicial), High Court of Andhra Pradesh at Amaravathi. 2) The Official Liquidator, M/s. Polytechs Organics Limited (in liqn). Office Floor, Corporate Bhawan, Nagole, Bandlaguda, Thattiannaram Village, Hayathnagar Mandal, Ranga Reddy District, Telangana State Pin Code-500 068. St at 1 3) 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 4) The Regional Director, South Eastern Region, Ministry of Corporate Affairs, 3^'^ Floor, Corporate Bhawan, Nagole, Bandlaguda, Thattiannaram Village, Hayathnagar Mandal, Ranga Reddy District; Telangana State Pin Code-500 068. 5) One CC to Sri T V P Sai Vihari (Standing Counsel for Official Liquidator) Advocate [OPUC] 6) The Accounts Officer, Accounts Section, High Court of AP, at Amaravathi 7) The Section Officer, O.S Section, High Court of Andhra Pradesh at Amaravathi, 8) Three CD Copies TK TAr' HIGH COURT DATED:30/01/2025 ORDER COMPA.No.1 of 2025 in RCC No.4 of 1993 t? § 02 APR 2025 S! "St Co ^ . Current Section . "V ALLOWING THE COMPANY APPLICATION