C/OLR/12/2025 ORDER DATED: 06/03/2025 IN THE HIGH COURT OF GUJARAT AT AHMEDABAD R/OFFICIAL LIQUDATOR REPORT NO. 12 of 2025 In R/COMPANY PETITION NO. 263 of 2013 ========================================================== OFFICIAL LIQUIDATOR OF M/S. PATEL AUDIO ACTIVITIES LTD. (IN LIQUIDATION) Versus NA ========================================================== Appearance: SHIVANG A THACKER(7424) for the Applicant(s) No. 1 ========================================================== CORAM:HONOURABLE MRS. JUSTICE MAUNA M. BHATT Date : 06/03/2025 ORAL ORDER 1) Heard Mr. Shivang Thacker, Learned Advocate for the Applicant, Official Liquidator. 2) By this report under Section 481 of the Companies Act, 1956, the Official Liquidator has prayed for dissolution of the company, named, M/s. Patel Audio Activists Ltd., which was ordered to be wound up vide order dated 20.09.1998 passed in Company Petition No. 343 of 1997 and appointed Official Liquidator as the Liquidator of M/s. Patel Audio Activists Ltd. (In Liquidation). 3) The report indicate that consequent upon winding up order passed by this Court, the Official Liquidator C/OLR/12/2025 ORDER DATED: 06/03/2025 deputed his Official at the office of Registrar of Companies, Gujarat, Ahmedabad to inspect the records of the said company maintained by the Office of the Registrar of Companies, Gujarat to find out the assets and properties, liabilities, address of Registered Office, Secured Creditors and names and addresses of the Directors, as on the date of winding up order. 4) As per the records of Registrar of Companies, Gujarat, the company had Registered Office A-403, Shreeji Tower, Nr. Drive In Cinema, Gurukul Road, Ahmedabad. 5) It is stated in the report that the possession of the Regd. Office of the company situated at A-403, Shreeji Tower, Nr. Drive In Cinema, Gurukul Road, Ahmedabad was taken over by Official Liquidator. However, the said office was a rental property and thus the possession thereof was returned to its owner by the Official Liquidator on 13-04-2000 in terms of order dated 15-03-2000 passed in Company Application No. 23 of 1999 by the High Court of Gujarat. 6) It is further stated in the report that, the Official Liquidator had filed Criminal Case No. 7 of 1999 C/OLR/12/2025 ORDER DATED: 06/03/2025 against the ex-directors of the company in liquidation as they have not filed Statement of Affairs u/s. 454 (5) of the Companies Act, 1956. However, Shri Sandip Keshavlal Patel and Shri Devang Keshavlal Patel, Ex-Directors of the company have been exonerated and discharged by the Hon'ble High Court of Gujarat vide order dated 05-07-2007 passed in Criminal Case No. 7 of 1999. 7) It is further indicated in the report that another director Shri Kalpesh Bholabhai Patel was shifted to 110, Indian Crest, Dr. Madison Albama, USA and accordingly, notice/s and non bailable warrant was served to him and after delay of 8868 days Shri Kalpesh Bholabhai Patel has filed Statement of Affairs before the Official Liquidator. 8) The report also indicates that this Hon'ble Court has observed vide order dated 20-12-2024 that Shri Kalpesh Bholabhai Patel is suffering with ailment called Amyotrophic Lateral Sclerosis (ALS) which is terminal illness, medical certificate of him was shown by his advocate to the Court. Therefore, this Hon'ble Court has considered this as special case, further this Hon'ble Court directed Shri Kalpesh Bholabhai Patel (ex-director) to pay lump-sum amount of Rs. 1001/- as penalty before the Official Liquidator. Accordingly, C/OLR/12/2025 ORDER DATED: 06/03/2025 the Advocate of said ex-director has deposited penalty of Rs. 1001/- in terms of order dated 20-12- 2024 in the office of the Official Liquidator. 9) The Official Liquidator also stated in report that as per the balance certificate dated 08.01.2025 issued by M/s. P.C. Rathod & Co., Chartered Accountants, following balance is in the account of the company in liquidation. Sr. No. Particulars Amount (Rs.) 01 Cash - 02 Bank 1,001/- 03 FDR - 10) It is further stated in the report that the Official Liquidator is neither having any assets for sale nor sufficient funds to make the payment of debts of the Company in liquidation. 11) The Official Liquidator, relying upon the provisions of Section 481(1) of the Companies Act, 1956, reads as under :- “When the affairs of a company have been completely wound up and Court is of the opinion that the liquidator cannot proceed with the winding up of a company for want of funds and assets or for any other reason whatsoever and it is just and reasonable in the circumstances of the case that an C/OLR/12/2025 ORDER DATED: 06/03/2025 order for dissolution of the company should be made, it shall make an order that the company be dissolved from the date of the order, and the company shall be dissolved accordingly.” 12) It is also stated by the Official Liquidator that prior intimation letters for dissolution of the subject company were sent to the Registrar of Companies, Gujarat, Income-Tax Department regarding proposed dissolution vide Official Liquidator various letters dated 09.02.2024. However, no response is received by them. 13) It is also stated in the report that no information / details are available with the Official Liquidator except as provided in the preceding paragraphs. Therefore, in the absence of relevant information/records, liquidation proceedings cannot be proceeded further. Therefore, it is just and proper case to dissolve the aforesaid company in liquidation in the interest of justice. 14) It is therefore, contended that where a Company has been dissolved, the Court may at any time within two years of the date of dissolution, on application by the liquidator of the Company or by any other person who appears to this Court to be interested, make an order, upon such terms as the Court thinks fit, C/OLR/12/2025 ORDER DATED: 06/03/2025 declaring the dissolution to have been void in terms of the provisions of Section 559 of the Companies Act, 1956 and thereupon such proceedings may be taken as might have been taken if the Company had not been dissolved. That, the Official Liquidator craves leave of this Court to file an application, if required in future, as the case may be, in the best interest of justice and equity. 15) In light of the aforesaid, it is prayed that the report may be accepted and appropriate order of dissolution of the Company in liquidation may be passed. Having heard the learned advocate for the Official Liquidator and on perusal of the record of this report and in the facts of the case the report deserve to be accepted. 16) The Official Liquidator is also permitted to pay professional fee of Rs. 1,500/- to M/s. P.C. Rathod & Co., Chartered Accountants as per bill from the fund available in the company account and remaining from Common Pool Fund Account of various companies in liquidation as maintained by Office of Official Liquidator. 17) Accordingly, M/s. Patel Audio Activists Ltd. (In Liquidation) is hereby dissolved under Section 481 of the Act and the Official Liquidator attached to this C/OLR/12/2025 ORDER DATED: 06/03/2025 Court stands discharged and is relieved as liquidation of M/s. Patel Audio Activists Ltd. (In Liquidation). 18) In case of any difficulty, affected party, if aggrieved with the present order, may apply for reviewing the same under the provisions of Section 559 of the Companies Act, 1956. 19) Accordingly, the report is allowed and disposed off as per the aforesaid terms and observations. (MAUNA M. BHATT,J) DIPTI PATEL... Original copy of this order has been signed by the Hon'ble Judge. Digitally signed by: DIPTIBEN PIYUSH PATEL(HC00191), PRINCIPAL PRIVATE SECRETARY, at High Court of Gujarat on 06/03/2025 17:24:45