Disposed

Thakur Ram Ganga Prasad Ltd. Vs

Patna HC16 Oct 2014COMP PET/5/1977

Case brief

AI extract

What is this about?

The Patna High Court sanctioned the revival of Thakur Ram Ganga Prasad Pvt Ltd., recalling the winding-up order and directing the Official Liquidator to hand over possession upon receipt of Rs. 10 lakhs in security charges and return of a fixed deposit.

What did the court decide?

Revival of the company in liquidation sanctioned; earlier winding-up order recalled; possession to be handed over upon payment of Rs. 10 lakhs and return of Fixed Deposit.

Thakur Ram Ganga Prasad Ltd. Vs — Insolvency and Bankruptcy | Patna HC (2014)

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IN THE HIGH COURT OF JUDICATURE AT PATNA Company Petition No.4 of 2014

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====================================================== Sushila Devi, w/o Late Shyam Babu Prasad, r/o Kesaria, P.O. & P.S. Kesaria, District East Champaran. .... .... Petitioner ====================================================== with Company Petition No.5 of 1977 ====================================================== M/s Thakur Ram Ganga Prasad Pvt Ltd.(In Liquidation). .... .... Appellant ====================================================== CORAM: HONOURABLE MR. JUSTICE MIHIR KUMAR JHA ORAL ORDER 2 16-10-2014 Heard Mr. S.D. Sanjay, learned senior counsel appearing on the behalf of the petitioner as also Mr. Subhash Chandra Mishra, representing Official Liquidator as well as U.S. Patole, Official Liquidator.

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In this application, a prayer has been made seeking sanction of this Court for revival of the Company in liquidation and restart its commercial operation as per the scheme approved by the shareholders.

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Mr. Sanjay, learned counsel for the petitioner has referred to various documents enclosed with the petition to satisfy this Court that there is a bonafide attempt on the part of the Company in liquidation seeking its revival with a view to restart its commercial operations.

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He has also referred to an earlier order of this Court dated 27.09.2013 passed in Company Petition No. 05 of 1977,

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Patna High Court COM PET No.4 of 2014 (2) dt.16-10-2014

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which for the sake of clarity and convenience is quoted

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hereinbelow:-

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“Re: I.A. No.8988 of 2010 with I.A. No.1735 of 2011

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I.A. No.8988 of 2010 was filed in this case with a proposal for revival of the Company. Matter has proceeded thereafter and, now, as detailed in I.A. No. 1735 of 2011, meeting of the share holders is required to be held to consider the scheme of revival and project report placed on record along with second supplementary affidavit filed by the applicant.

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Official Liquidator has no objection.

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In the circumstances, let notice be published by the applicant in two newspapers, namely, „Prabhat Khabar‟ in Hindi and „Hindustan Times‟ in English, both being published from Patna, calling a meeting of the General Body with 21 days intervening, with the details of venue and time of meeting. Another notice shall also be published in the same newspapers with 21 days intervening for convening the meeting of the creditors on the same day.

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For these two meetings and for taking steps for publishing notice, this Court appoints Mr. Sanjay Singh, a learned counsel of this Court, as Chairman of the meetings.

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As agreed upon, cost of notice and for holding meetings and remuneration of Mr. Singh etc, shall be paid by the applicant. After holding the meetings, the Chairman shall submit a report to this Court. Matter shall be listed again after report is received. Re: Item No.(iv) (Petition & supplementary affidavit at Flag-56 and 56/A)

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Order reserved. Rest of the items are passed over.”

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Mr. Sanjay, further explains that pursuant to the aforementioned order, notice was published in both Hindi and English Newspapers (Annexure-2) and 2/A to the present petition, whereafter such meeting of the shareholders and Creditors was held on 23.11.2013 under the Chairmanship of Mr. Sanjay Singh, an Advocate of this Court and resolutions were passed in the meeting for revival of the Company in liquidation. It would be useful to quote the extract of the

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Patna High Court COM PET No.4 of 2014 (2) dt.16-10-2014

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resolution of the meeting of the shareholders and creditors on

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23.11.2013 (Annexure-4), which reads as follows:-

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“The shareholder meeting held on 23^rd day of November 2013 to discuss on the matter and passed following resolutions:

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“RESOLVED that the Scheme of Revival of Thakur Ram Ganga Prasad Private Limited, being Annexure 5 in I A No. 8988 of 2010 in Company Petition No. 5 of 1977, a copy of which had already been circulated among the Shareholders of the Company along with the notice dated October 9, 2010 convening the General Meeting on October 23, 2010 and a copy whereof duly initialed by the Chairperson for the purposes of identification has also been placed before this meeting, be and is hereby approved and agreed to without any modification”.

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“ Further Resolved that the shareholders Smt. Sushila Devi and Shri Ajay Kumar are authorized to carry out and implement the Scheme of Revival of Thakur Ram Ganga Prasad Private Limited.

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Place:- Patna

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Sanjay Singh 23.11.2013 Date:-23.11.2013 (Chairman).”

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Mr. Sanjay also points out that though the

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meeting of the shareholders and creditors convened by publication of notice in Hindi and English Newspapers, no creditor had turned out and as such the proceeding was recorded by the Chairman of the meeting which according to Mr. Sanjay, will only reflect that there is no outstanding of any person which may cause impediment

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in revival of the Company in liquidation.

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In this case, report of Official Liquidator has

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Patna High Court COM PET No.4 of 2014 (2) dt.16-10-2014

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already been filed, wherein, it has been submitted that revival of the company in liquidation and the facts mentioned in the company petition is not in any way prejudicial to its members and to that extent, it would be relevant to quote para 6 to 13 of the report of the Official Liquidator, which reads as follows:-

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“That it appears from the records of the Company that the company was closely held company and most of the Shareholders of the family member and related to each other. Therefore no public interest it involve in the company.

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That the Winding up petition was filed by Registrar of Companies, Patna for the reason the company has defaulted in filing the statutory returns and the complaints received from the Shareholders/Directors of the Company.

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It is further submitted that the assets of the Company which was taken into possession by Official Liquidator was put for sale by the advertisement in the newspapers but not sold for the reason that the petitioner has filed application before the Hon‟ble High Court for revival of the Company and the matter was adjourn from time to time for considering the application of the petitioner. Further pending the hearing of the application this Hon‟ble High Court had directed petitioner to furnish the Official Liquidator fixed deposit receipt no. 765330 dated 27^th October 2010 for sum of Rs. 15,00,000/- but it appears that the said Fixed Deposit has not renew from time to time. A copy of the said Fixed Deposit is enclosed herewith as Annexure-“A” for record.

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Further it appears from the report of the chairman of the meeting of the shareholders and creditor of the company that revival scheme was approved by shareholder of the company.

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That the Official Liquidator has incurred the expenses towards the security charges to protect the assets of the company in liquidation which has taken into possession by the Official Liquidator pursuant to the provisions of section 456 read with 468 of the Companies Act, 1956 and the said expensed has been paid by the Official Liquidator from establishment fund maintained by the Official

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Patna High Court COM PET No.4 of 2014 (2) dt.16-10-2014

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Liquidator. As on date total sum of Rs. 10,00,000/- approx. is payable to the Official Liquidator towards the liquidation expenses by the petitioner if the revival scheme is approved by this Hon‟ble High Court. Therefore the petitioner may be directed to pay Rs. 8,00,000/-approx. towards the Security Charges incurred by the Official Liquidator and also sum of Rs. 2,00,000/- approx. towards the liquidation expensed incurred and to be incurred for payment of audit fees, security charges and professional fees paid/payable till the scheme is approved by the Hon‟ble High Court.

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That the petitioner may be directed to file the certified copy of the court order passed by this Court in above matter pursuant to the provisions of the Section 394 of the Act and rules made thereunder with the Office of the Registrar of companies within 30 days from the date of order and take further steps as required under the provision of the companies Act and rules made there under.

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That it is further submitted that the taking into submission made in the petition fro revival of the Company for interest of the Shareholders and creditors and further taking into facts that scheme is not pre-judicial to the interest of its members and to the public interest, the petition may be considers on its merit.”

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The Official Liquidator has also very fairly submitted that a fixed deposit for a sum of Rs. 15,00,000/- in the name of Official Liquidator account of Sushila Devi dated 27.10.2010 for a period of one year was deposited and the same still lies in the custody of the Official Liquidator which he would now return back to Sushila Devi or any person authorized by her. He, however, has explained that sum of Rs. 10,00,000/would be payable towards the security charges incurred

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Patna High Court COM PET No.4 of 2014 (2) dt.16-10-2014

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by the Official Liquidator and further liquidation expenses is fully explained in paragraph no. 11 of the report of the Official Liquidator.

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Mr. S.D. Sanjay, learned counsel appearing on behalf of the petitioner unhesitatingly offers to pay sum of Rs. 10,00,000/- to the Official Liquidator through Bank Draft/Bankers Cheque within a period of one month.

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In that view of the matter, this Court would direct the Official Liquidator to give the original Fixed Deposit Certificate to Sushila Devi or his authorized representative only after receipt of Rs. 10,00,000/- by him from the company.

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In the light of the aforementioned observation and direction, the earlier order passed for Winding Up of the Company dated 02.11.1979 in Company Petition No. 5 of 1977 is hereby recalled.

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Let a copy of the order be, accordingly, sent to the Registrar of the Companies immediately so that the

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Patna High Court COM PET No.4 of 2014 (2) dt.16-10-2014

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petitioner may take actions to meet the requirement of Section 394 of the Companies Act.

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Let a formal order also in terms of Form-XLI be prepared and issued by the Registrar.

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Upon receiving of payment of Rs. 10,00,000/- by the Official Liquidator and release of the original Fixed Deposit, the Official Liquidator will hand over the formal possession to the authorized representative of the Company.

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Both Company Petition No. 4 of 2014 as also 5 of 1977, are, accordingly, disposed of.

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(Mihir Kumar Jha, J)

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Ranjan/-

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Thakur Ram Ganga Prasad Ltd. Vs

Case brief

What is this about?

What did the court decide?

Thakur Ram Ganga Prasad Ltd. Vs

Case brief

What is this about?

What did the court decide?

What the court decided

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Statutes considered

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