ANKIL MEMBERS ASSOCIATION Vs. VIJAYSINH JADEJA LIQUIDATOR

JUDGEMENT

(1.) The point involved in all these four applications is similar one and hence, all these four applications are being disposed of by this common judgment. For the sake of convenience, the facts are taken from Company Application No. 197 of 2004. Except the change in the name of the companies in each of these four applications, there is no other change and applicants are same as well as Liquidator appointed for all the four companies is also same.

(2.) The applicants have taken out Judges Summons in all these four applications requesting this Court to issue appropriate order, direction under the provisions of Section 518 of the Companies Act, 1956 for revival of the Companies in liquidation, in view of unanimous Resolutions dated 20.04.2004 passed by all the Shareholders / Contributories i.e. the applicants herein and the Creditors of the Companies for their revival, in the interest of justice and equity.

(3.) An affidavit in support of the Judges' Summons taken out in Company Application No. 197 of 2004 is filed by Shri Parshottambhai Patel, an authorised representative of the applicants. It is stated therein that the applicants are the contributories / shareholders of Tulsi Farms Pvt. Ltd. The said Company was incorporated as a private limited Company on 20.03.1995 and was issued the certificate of incorporation by the office of the Asst. Registrar of Companies, Gujarat. Since there was no business, the Board of Directors of the Company decided to wind up the Company by following the procedure for voluntary winding up under the Act. The Board of Directors accordingly made a declaration of solvency as required under Section 488 of the Act and delivered the same with the office of Registrar of Companies for registration in prescribed form i.e. Form No. 149. Thereafter, the members of the Company passed Special Resolution as required by the Act resolving to wind up the Company as the members voluntary winding up. The said Resolution was also filed with the Registrar of Companies in Form No.23. The Company also resolved to appoint the respondent No. 1 as Liquidator of the Company for the purpose of winding up. The notice of the Resolution came to be published in the local daily, namely, Asian Age. The Liquidator so appointed took necessary steps under Section 494 of the Act for distribution of the assets of the Company to the shareholders who are incidentally also the only Creditors of the Company. The Company has only two Shareholders, who are the applicants and these applicants are also the only Creditors of the Company. The distribution of the assets of the Company has only been made on paper and there has been no actual distribution of assets. The Liquidator has convened the meeting under Section 497 of the Act and prepared final statement of accounts. A copy of final statement has been submitted by the Liquidator to the Registrar of Companies as also to the O.L. as required under the Act by a communication dated 04.02.2003.