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.2 of 2025 in RCC No.11 of 1998 In the matter of the Companies Act, 1956 AND In the matter of M/s. Andhra Oil Cake Products Limited (In Liqn.) Between: The Official Liquidator of M/s. Andhra Oil Cake Products Limited (In Liqn.), Attached to High Court of Telangana and Andhra Pradesh, 1 Floor, 'Corporate Bhawan', Bandlaguda, Nagole, Hyderabad-500 068. St ...Applicant Petition under Sections 481, 550, 555 & 559 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 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, to take on record the half yearly account of the company (In Liqn.) for the period 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; 08-01-2025 and 01-10-2024 to 08-01-2025, are being filed along with this application, 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; I. 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 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, auditors fee. Central Govt.fee etc., into the Companies Liquidation Account in terms of Section 555 of the Companies Act, 1956 as mentioned in Para No.11. vi. order that M/s.Andhra Oil Cake Products Ltd.(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, 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 22.01.2025 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 APHC010028792025 IN THE HIGH COURT OF ANDHRA PRADESH AT AMARAVATI (Special Original Jurisdiction) [3311] THURSDAY, THE THIRTIETH DAY OF JANUARY TWO THOUSAND AND TWENTY FIVE PRESENT THE HONOURABLE MS JUSTICE B S BHANUMATHI COMPANY APPLICATION NO: 2/2025 Between: The Official Liquidator Of M/s. Andhra Oil Cake Products Limited ...APPELLANT AND ...RESPONDENT Nil 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 481,550,555 and 559 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. ii) to take on record the half yearly account of the company (in liquidation) for the period 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; 2 BSB,J COMPA.No.02 of2025 08-01-2025 and 01-10-2024 to 08-01-2025, are being filed along with this application. iii) dispense with the 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 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 company’s account after deducting all liquidation/incidental expenses of the winding up process, auditors fee. Central Govt, fee etc., into the companies liquidation account in terms of Section 555 of the Companies Act, 1956 as mentioned in paragraph No.11. vi) order that M/s.Andhra Oil Cake Products 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, 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. in 3 BSB,J COMPA. No. 02 of 2025 The brief facts of the case in the petition are as follows: In pursuance of the winding up order vide RCC No.11 of 1998 dt. 17.09.1998 (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 complaint under section 454 of the CompaniesAct, 1956 vide C.A.No.137 of 1999. During the course of proceedings, the ex-directors filed the statement of affairs and the Company Application was closed vide order dated 23.12.1999. As per the statement of affairs, loans and advances were shown as Rs.3,12,726/- (Annexure-B). The official liquidator took possession of the assets of the registered office & factory situated at Kanapaka hamlet village of Ayyannapeta, Vizianagaram and the same was sold with due permission of the Court realizing a sum of Rs.60,90,389/-. The sale was confirmed in favour of M/s.Peela Venkata Jagga Rao & Company vide order in C.A.No.515 of 1999 in R.C.C No.11/1998 dated 10.07.2000 (Annexure -C). In view of the order in C.A.No.33 of 2001 dated 12.02.2001, the official liquidator invited claims from the creditors of the company (in liquidation) (Annexure-D). The official liquidator took up the adjudication process and issued orders to the respective creditors. This Court, vide order dated 22.02.2001 made in C.A.No.576 of 2000, directed the official liquidator to pay Rs.45,67,500/- which is 75% of the sale proceeds realized from the sale of assets. (Annexure-E). C.A.No.1390 of 2004 was filed for declaration of dividend @ 49% to the workmen union to recover a sum of Rs.5,62,562.91 This Court allowed the application, vide order dated 16.07.2004 in C.A.No.1390 of 2004 (Annexure-F). In pursuance of the orders in C.A.No.1390 of 2004, the State Bank of India remitted excess amount of Rs.5,62,562.91 ps to the official liquidator. Further, in compliance to the said orders, workmen’s union declared a sum of Rs. 18,94,711.61 ps @ 49% of their admitted secured debt in respect of 134 workmen, while an amount of Rs.18,43,854.06 ps was disbursed to 131 workmen, and an amount of 2. ps. 4 BSB,J COMPA.No.02 of2025 Rs.50,857.54 ps pertaining to 3 workmen remained unpaid, which was transferred to companies liquidation account. The official liquidator filed an application to condone the delay in filing the Form No.71(2) and take on record the Form No.71 and (3) to declare 100% dividend to EPF orginazation towards priority claim, dividend @ 56.1751039% amounting to Rs.5,86,446/- to SBI & Rs.2,77,443 to 134 workers. The delay was condoned by this Court and Form No.71 was taken on record (Annexure -G). The copy of the order is enclosed (Annexure-H). In pursuance of the directions of this Court, dividend @ 100% of admitted secured debt was disbursed to EPF organization amounting to Rs.2,14,228/- and dividend @ 56.1751039 paise to the State Bank of India amounting to Rs.5,86,446/- and to workmen union (134 workers) amounting to Rs.2,77,443/- was declared. A sum of Rs.1,42,929/- was paid to 57 workers, while an amount of Rs.1,34,514/- pertaining to 77 workers remained unpaid which was transferred to the companies liquidation account. In pursuance of the directions of this Court, an amount of Rs.1,83,534/- was paid to the State Bank of India, Vizianagaram towards re-imbursement of initial expenses, watch & ward and advertisement charges. The official liquidator issued letters to the secured creditors to send their objections, if any, within 15 days for filing of application for dissolution of the company. (Annexure-I, J & K). Even though notices have been served on all the parties,(Annexure L,M,N,0,P,Q), no replies have been received and it is deemed as “no objection” to proceed further in the matter of dissolution of the company. The official liquidator submitted the half-yearlyaudited accounts along with audit reports and also filed necessary applications for appointment of auditors for the subsequent half yearly accounts and the said applications are pending (Annexure-R) and prayed to dispense with the auditing of half yearly accounts. As on date an amount of Rs.1,14,641/- was available to the credit of the company which is very meager to declare further dividend to the eligible creditors and there are no assets available in the name of the company yet to be disposed of by the official liquidator. As the winding up 5 BSB,J COMPA.No.02 of 2025 order was passed in the year 1998 and there are no cases pending in any Court, it would be appropriate to dissolve the company (in liquidation). As on 08.01.2025 the company (in liquidation) has an amount of Rs.1,14,641.45 ps to its credit and after meeting pending & future liquidation expenses of Rs.1,342/-, balance amount of Rs.1,13,317-45 ps will be 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 there are no further affairs to be pursued by the official liquidator, it would 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 expenses. In view of the above explanation, it is just and reasonable in the circumstances of the case to order for the dissolution of the company. For the above reasons stated in the affidavit, the claims Nos.(i) to (viii) are allowed as prayed for. 3. 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 //TRUE COPY// SECTION OFFICER To Limited (in liqn), ^ L^orporate Bhawan, Nagole, Bandlaguda Thattiannaram Village, Hayathnagar Mandal Telangana State Pin Code-500 680. Ranga Reddy District, If Indio ond Companies, Ministry of Corporate Affairs, Government ^ ^°''PO''ate Bhawan, Nagole, Bandlaguda Thattiannaram Village, Hayathnagar Mandal, Ranga Reddy District’ Telangana State Pin Code-500 680 LJisinci, 3. The Regional Director, South Eastern Affairs, 3'^^ Floor, Corporate Bhawan, Thattiannaram Village, Hayathnagar Mandal Telangana State Pin Code-500 680. 4. One CC to Sri T V P Sai Vihari (Standing Liquidator) Advocate [OPUC] 5. Three CD Copies Region, Ministry of Corporate N9agole, Bandlaguda, Ranga Reddy District, Counsel for Official TK vna I HIGH COURT DATED:30/01/2025 ORDER COMPA.No.2 of 2025 in RCC No.11 of 1998 * 17 MAR 2025 S ^ . Current Section . > ea ALLOWING THE COMPANY APPLICATION