Official Liquidator of Bha Group International Pvt. Ltd. (in Voluntary Liquidation) vs Mrs. Anagha Anasingaraju (Voluntary Liquidator)

“(a) Whether in view of para. (11) above, this Hon'ble Court may be pleased to direct that the aforesaid company viz., BHA Group International Private Limited (In Vol. Liqn.) be treated as dissolved from the date of submission of this report to this Hon'ble Court;”

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Heard Mr. Sheth, learned counsel appearing on behalf of the Official Liquidator, who first invited my attention to the resolution dated 22nd September,

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23-OLR-129-2026 (OS).DOC

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2014, by which the company, i.e., BHA Group International Pvt. Ltd. had resolved to avail of the provisions for voluntary winding up as contained in Section 490 of the Companies Act 1956.

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On a query from the Court as to how the company could in the year 2014 avail of the provisions of Companies Act, 1956 Mr. Sheth placed reliance upon Companies (Transfer of Pending Proceedings) Rules 2016, from which he pointed out that all proceedings which were initiated for voluntary winding up of a company before the 1st day of April, 2017 would continue under the provisions of the old Act, i.e., 1956.

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Mr. Sheth then submitted that all the necessary compliance had been made by the Company. He first invited my attention to the letter dated 8 th May, 2025 issued by the Registrar Of Companies and pointed out how the same records that there are no charges/prosecution and complaints / inquiry / inspection and investigation are pending against the said company and the ROC had thus left it to the Official Liquidator to proceed under the provisions of Section 497(6) of the Companies Act, 1956.

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Mr. Sheth then invited my attention to a letter dated 18th March, 2020 issued by the Income Tax Department, which also confirms that there was no outstanding demand or any other proceedings pending against the company and basis which the Income Tax Department has given its no objection to the voluntary winding up.

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Mr. Sheth then invited my attention to declaration of insolvency filed by the Directors dated 5th September, 2014, which reads thus:-

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“We,…

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Nitin Prabhakar Bhoir, Resident of Flat No. 406, Pooja Sankul, DP Road, Aundh, Pune, 411007, Maharashtra, India;

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Varsha Kulkarni, Resident of 30, Payal Society, Near Choice Health Club, Karve Road, Kothrud, Pune - 411029; and

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being the directors of BHA Group International Private Limited do solemnly affirm and declare that we have made a full enquiry into the affairs of this company, and that having done so, we have formed the opinion that this company will be able to pay its debts in full within a period of (36)* months from the commencement of the winding up, and we append a statement of the company's assets and liabilities as at March 31, 2014, being the latest practicable date before the making of this declaration. And we make this solemn declaration believing the same to be true.

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Signed before me in Pune on the 05th day of September, 2014,”

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Mr. Sheth then submitted that there were no outstanding liabilities of the said company and thus there was no impediment in winding up the said company and no prejudice would be caused to any parties. It was thus, he submitted that the official liquidator had in the captioned report in paragraph 11 stated as follows:

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“11. That having regard to the fact that nothing objectionable has been found in conducting the proceedings of the Voluntary winding up of the company by Mrs. Anagha Anasingaraju, Company Secretary, the Voluntary Liquidator of the Company, the Official Liquidator submits as per requirement of Section 497(6) of the Companies Act 1956, that the affairs of the company do not appears to have been conducted in a manner prejudicial to the interest of its members or to the public interest.”

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Having heard Mr. Sheth and having noted that all the necessary

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compliance had been made and that the company does not have any liabilities or debt also the Income Tax Department and ROC have given their respective no objection to voluntary winding up of the company, I find that the report can be allowed in terms of prayer clause (a), which is already reproduced above.

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The Official Liquidator Report is accordingly disposed of.

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[ARIF S. DOCTOR, J.]

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Official Liquidator of Bha Group International Pvt. Ltd. (in Voluntary Liquidation) v. Mrs. Anagha Anasingaraju (Voluntary Liquidator)

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Official Liquidator of Bha Group International Pvt. Ltd. (in Voluntary Liquidation) v. Mrs. Anagha Anasingaraju (Voluntary Liquidator)

Case brief

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