THE OFFICIAL LIQUIDATOR OF M/SLAKSHMI GENSETS PVT

- 1 - IN THE HIGH COURT OF KARNATAKA AT BANGALORE

DATED THIS THE 12TH DAY OF NOVEMBER 2013 BEFORE THE HON’BLE MR.JUSTICE ANAND BYRAREDDY

C. A. NO. 1507 OF 2013 IN COP NO. 168 OF 2001

BETWEEN:

THE OFFICIAL LIQUIDATOR OF M/S. LAKSHMI GENSETS PRIVATE LIMITED (IN LIQUIDATION) ATTACHED TO THE HON’BLE HIGH COURT OF KARNATAKA No.26-27, 12TH FLOOR, RAHEJA TOWERS, M.G.ROAD BANGALORE – 560001 …APPLICANT

(BY SRI. K.S.MAHADEVAN, ADVOCATE FOR OL)

AND

NIL …RESPONDENT

THIS COMPANY APPLICATION IS FILED UNDER SECTION 481 OF THE COMPANIES ACT, 1956, READ WITH RULE 9 OF THE COMPANIES (COURT) RULES, 1959, PRAYING TO DISPENSE WITH THE APPOINTMENT OF CHARTERED ACCOUNTANT FOR AUDITING OF FINAL ACCOUNTS OF THE COMPANY PREPARED BY OFFICIAL LIQUIDATOR SINCE ONLY FEW TRANSACTIONS; TO ORDER M/S. LAKSHMI GENSETS PRIVATE LIMITED TO BE DISSOLVED UNDER SECTION 481(1) OF THE COMPANIES ACT, 1956 AND A COPY OF THE SAID ORDER BE DIRECTED TO BE FILED WITH THE REGISTRAR OF COMPANIES, BANGALORE, AS REQUIRED UNDER SECTION 481(2) OF THE COMPANIES ACT, 1956; TO PERMIT THE OFFICIAL LIQUIDATOR TO REFUND THE INITIAL DEPOSIT AMOUNT OF RS.15,000/- AND RS.10,000/- TO M/S. TATA INFOMEDIA LIMITED, BANGALORE IN COP 168/01

- 2 - AND M/S. LARSEN AND TURBO LIMITED, BANGALORE, RESPECTIVELY; PERMIT THE OFFICAIL LIQUIDATOR TO TRANSFER/DEPOSIT THE BALANCE AMOUNT, IF ANY, AVAILABLE TO THE CREDIT OF THE COMPANY IN LIQUIDATION, TO THE COMPANY LIQUIDATION ACCOUNT WITH REGISTRAR OF COMPANIES AS REQUIRED UNDER RULE 283 OF COMPANIES (COURT) RULES, 1959.

THIS COMPANY APPLICATION COMING ON FOR ORDERS THIS DAY, THE COURT MADE THE FOLLOWING:

O R D E R

This application is filed by the Official Liquidator seeking dissolution of the company, in the following circumstances:

M/s. Lakshmi Gensets Private Limited (in liquidation), was ordered to be wound up by this court on 3/10/2002 in COP Nos. 168/2001 and 132/1998 and the Official Liquidator was appointed as the liquidator of the said company. The company had its registered office at No.306, Prestige Centre Point, Cunningham Road, Bangalore-52, with an authorized capital of `25,00,000/- (Rupees Twenty five Lakhs only) divided into 25,000 equity shares of `100/- each. Issued, subscribed, called-up and paid-up capital of

- 3 - `25,00,000/- (Rupees Twenty five Lakhs only) divided into 25,000 equity shares of `100/- each and includes bonus shares of 6000 numbers of `100/- each. It was engaged in the business of trading, marketing, importing, exporting, distributing, manufacturing, etc., of all types of power control systems, gensets and installation, etc.

Consequent upon the winding up order, the ex- directors of the company were directed to submit statement of affairs. When the directors failed to submit their statement of affairs, a criminal complaint was filed against three ex-directors of the company in C.A.No.215/2003. However the same was dismissed since the respondents could not be served. A notice was issued under Section 538(1)(c) of the Companies Act, 1956 to handover the books and records of the company in liquidation. Since the ex-directors failed to handover the books and records, the Official Liquidator

- 4 - had filed an application under Section 538(1)(c) of the Companies Act, 1956 against the ex-directors before this court and the application was transferred to Special Economic Offences Court numbered as CC No.121/2008 and same was disposed off on 23/1/2012, Annexure-B, and the proceedings were relegated to the long pending records as no progress would be made. The Official Liquidator has filed misfeasance application bearing No. 964/2007 based on the statement of affairs for recovery of sum of `2,40,39,275.32 towards fixed assets, investments, current assets, loans and advances. That was dismissed by an order dated 27/11/2009.

The plant and machineries of the company in liquidation were sold for `2,75,000/- pursuant to the directions of this court in OLR 224/2006 dated 16/6/2006. On the sale of assets, the Official Liquidator has filed a report bearing No. 536/2006

- 5 - seeking permission of this court to invite claims from the workmen and creditors of the company in liquidation. This court accorded its permission to publish notice in English and Kannada daily. Accordingly in response to the advertisement, there were three claims from State Bank of India, Deputy Commissioner of Commercial Taxes and Deputy Commissioner of Income Tax. Inspite of releasing paper publication towards invitation of claims, it is stated that no claims were received from workmen of the company in liquidation and the received claims have been adjudicated and necessary Form No. 69/70 was issued. The above said claims were treated as preferential creditors and Official Liquidator has filed OLR 266/2007 for settling the list of creditors and to declare the dividend at the rate of 3.5 paise in rupee. The said OLR was allowed by this court on 22/6/2007. The State Bank of India, as a secured creditor, has been

- 6 - paid 3.5 paise in rupee on their entitled amount. The details of which are furnished in tabular form as under: Sl. No. Name of the Claimant Total amount admitted (Amount in `) Amount paid in 1st dividend (Amount in `) Balance to be paid (Amount in `) Claims Covered U/s. 529A of the Act 1 State Bank of India 70,27,730 2,50,000 67,77,730 Claims Covered U/s. 530 of the Act 1 Deputy Commissioner of Commercial Tax 72,91,451 0 72,91,451 2 Deputy Commissioner of Income Tax 1,28,071 0 1,28,071 TOTAL 1,44,47,252 2,50,000 1,41,97,252

That the Official Liquidator further claims that he has also filed “nil” returns (half yearly and yearly accounts) for the periods 1/4/2011 to 30/9/2012 in compliance with Rule 300 and 311 of the companies (Court) Rules, 1959 respectively. The Official Liquidator had filed half yearly accounts on 7/12/2012 in

- 7 - C.A.1588/12 for the period from 1/4/2012 to 30/9/2012. As there were no transactions except three made after the half yearly accounts have been filed, the Official Liquidator feels that the auditing of the final accounts may be dispensed with. Accordingly the auditing of the final accounts is hereby dispensed with and it is further opined by the Official Liquidator that it is not worthwhile to continue the liquidation proceedings and has recommended dissolution of the company under Section 481 as the funds available with the Official Liquidator in respect of the company in liquidation as on 8/7/2013 is said to be a sum of `46,574/-.

The Official Liquidator further states that the amount of initial deposit submitted by the petitioners to meet the liquidation expenses amounting to `15,000/- is to be refunded to M/s. TATA Infomedia Limited, Bangalore in COP 168/2001 and an amount of

- 8 - `10,000/- to M/s. Larsen and Turbo Limited, Bangalore, in COP 132/1998. The said amounts are permitted to be paid by the Official Liquidator to the said petitioners. It is further stated that subsequent to payment of initial deposit to the petitioning creditors and after meeting incidental expenses of dissolution such as audit fee, filing fee, central government fee, etc., the balance amount, if any, is available to the credit of the company in liquidation, is directed to be deposited to the Company Liquidation Account with Registrar of Companies as required under Rule 283 of Companies (Court) Rules, 1959.

Accordingly the application is disposed of while dispensing with the appointment of chartered accountant for auditing the final account of the company prepared by Official Liquidator as the transactions reflected are very few. M/s. Lakshmi Gensets Private Limited is hereby dissolved under

- 9 - Section 481(1) of the Companies Act, 1956. The Official Liquidator is directed to file a copy of this order with the Registrar of Companies as required under Section 481(2) of the Act. The Official Liquidator is permitted to refund the initial deposit amount of `15,000/- and `10,000/- to M/s. TATA Infomedia Limtied, Bangalore, and M/s. Larsen and Turbo Limited, Bangalore, respectively, who are petitioners in COP 168/2001 and 132/1998, respectively, and the Official Liquidator is permitted to deposit the balance amount remaining and available to the credit of the company in liquidation to the Company Liquidation Account with the Registrar of Companies in terms of Rule 283 of the Companies (Court) Rules, 1959.

The Official Liquidator has also filed an affidavit stating that there are no receipts derived from the assets and payments made in the winding up of the company from 1/10/2012 to 31/3/2013 and that the

- 10 - Official Liquidator or any person on his behalf has not received or paid any money on account of the said company. The said affidavit is taken on record.

Sd/- JUDGE Rd/-