2020 (3) TMI 1157 - HC - Companies Law

Winding up of Company - Recovery of outstanding dues - HELD THAT - It appears that in compliance of the order dated 10.05.2018, the OL had called upon the meeting of the creditors, but it seems that, none of the creditors remained present in the meeting. From the report filed by the OL, it transpires that respondent No.4, who is unsecured creditor has a claim of ₹ 30,000/ , which has been settled by the petitioner. The petition is allowed.

Issues Involved:
1. Sanctioning the Scheme of Amalgamation for Reconstruction.
2. Revocation of the winding-up order.
3. Directions to the Official Liquidator.
4. Settlement of claims by secured and unsecured creditors.
5. Sale and disposal of assets.
6. Filing of Statement of Affairs.
7. Confirmation and cancellation of property sale deeds.
8. Future liabilities of the company.

Issue-wise Detailed Analysis:

1. Sanctioning the Scheme of Amalgamation for Reconstruction:
The petitioners sought the court's approval to sanction the Scheme of Amalgamation for Reconstruction of Renewable Power Projects Limited (in liquidation), making it binding on all shareholders, secured creditors, and unsecured creditors. The court granted this prayer, thereby approving the scheme of arrangement for the revival of the company.

2. Revocation of the winding-up order:
The petitioners requested the revocation of the Oral Order dated 11.02.1999 that ordered the winding-up of Renewable Power Projects Limited. The court allowed this request, thus revoking the winding-up order and directing the Official Liquidator to hand over the possession of the company's assets, books of accounts, and other records.

3. Directions to the Official Liquidator:
The Official Liquidator had submitted multiple reports detailing the status of the company's assets and creditors. The court directed the Official Liquidator to comply with the necessary procedures and hand over the company's assets to the petitioners.

4. Settlement of claims by secured and unsecured creditors:
The court noted that ING Vysya Bank (now Kotak Mahindra Bank) and GSFC had issued No Due Certificates, indicating that their dues had been settled. The court also acknowledged the settlement of claims by unsecured creditors, including a claim of ?30,000 by respondent No.4.

5. Sale and disposal of assets:
The court reviewed the history of asset sales, including the sale of land at Survey No.248/1 and Survey No.485/2. The Official Liquidator had conducted multiple auctions and received various offers. The court confirmed the sale of land to the highest bidders and addressed issues related to the upset price and valuation.

6. Filing of Statement of Affairs:
The Ex-Director, Shri Kandarp I. Pandya, had filed the Statement of Affairs, detailing the amounts due to unsecured creditors and equity shareholders. The court noted the compliance with the requirement to file the Statement of Affairs under Section 454 of the Companies Act, 1956.

7. Confirmation and cancellation of property sale deeds:
The court addressed the issue of a sale deed executed by the Ex-Director after the winding-up order. The Official Liquidator had informed the relevant authorities to cancel the sale deed, and the court declared the sale deed null and void under Section 536(2) of the Companies Act, 1956.

8. Future liabilities of the company:
The court clarified that the petitioners would be responsible for all future liabilities of Renewable Power Projects Limited (in liquidation). This responsibility was explicitly stated to ensure that any future claims or liabilities would be managed by the petitioners.

Conclusion:
The court allowed the petition, granting the prayers for sanctioning the Scheme of Amalgamation and revoking the winding-up order. The scheme of arrangement for the revival of Renewable Power Projects Limited was approved, and the petitioners were made responsible for all future liabilities. The Official Liquidator was directed to forward a copy of the order to the Registrar of Companies, Gujarat.

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