IN THE HIGH COURT OF JUDICATURE AT PATNA COM. APPLIC No.6 of 1973 In the matter of M/s. Kishanganj Bank Limited ( In Liquidation) ----------- 18. 15.9.2011 The report dated 7.9.2011 being OLR No.63/2011of the Official Liquidator has been filed in the present proceedings which arise out of an application filed under Section 497 (6A) of the Companies Act. The company, namely, M/s. Kishanganj Bank Limited, having been directed by the Reserve Bank of India not to carry on business by notification dated 12.11.1965 had suffered a loss to the tune of Rs. 18,460/-. The members of the company passed a Special Resolution on 5.3.1966 for voluntary winding up of the Bank and appointed Shri Santibrata Ghatack of Ukilpara, P.O.Jalpaigori in the State of West Bengal as its Voluntary Liquidator on a monthly remuneration of Rs.500/- or 5% of assets realized. The Voluntary Liquidator had filed the statement of accounts in terms of Section 497 (3) of the Act and after holding the general meeting sent the return and a copy of the account to the Official Liquidator along with the copy of the proceedings held on 25.2.1970. The Official Liquidator examined the return and the accounts and made a report to this Court that certain assets were not realized which were in the 2 shape of compensation assessed by the Claim Officer in respect of landed property of the company acquired by the State of Bihar to the extent of Rs. 15,000/- and mortgage loans to the extent of Rs. 3726/- and odd and unsecured loan to the extent of Rs. 172/-. It was further stated in the report on the basis of various facts that the company had not been fully wound up and the affairs have been carried on in a manner prejudicial to the interest of the shareholders and others and a prayer was made for declaring invalid the proceedings of the meeting held on 25.2.1970 and the statement of accounts and further submitted to the Court to call upon the Voluntary Liquidator to realise the assets and proceed further. Notice was issued to the Voluntary Liquidator, who had admitted all the facts stated in the report and expressed his unwillingness to continue as liquidator in view of the condition of his health. Thereafter, on the prayer of the official Liquidator this Court substituted the Official Liquidator under Section 515 of the Act for the Voluntary Liquidator after declaring invalid proceedings of the meeting dated 25.2.1970 and the statement of accounts of 2nd March, 1970. It was further held that the liquidation proceeding from that stage onwards will now have to be conducted by the Official Liquidator who will realize the assets, distribute them, hold the final meeting, submit the final 3 account and after complying with the other requirements of law make a report to this Court for an order of dissolution. Thereafter, the Official Liquidator continued to report to this Court from time to time of the steps taken in the matter. The last report dated 21.1.1977 was produced before this Court and by order dated 9.12.1977 the Additional Collector, Purnea was requested to expedite the payment of compensation money. The Official Liquidator now submits that in view of the steps taken, he has been able to realize Zamindari Abolition Bond amounting to Rs. 17,500/- in following denomination of Rs. 10,000 + 5000 + 1000x2 = 2000 + 500 which would be maturing on 31.3.2013. It is further submitted on the basis of the report dated 7.9.2011 of the Official Liquidator that from the accounts of the company, it is found that a sum of Rs. 70, 270.58 is available to the credit of the company. It is pointed out that earlier dividend of 40% declared has been paid to the shareholders during the voluntary liquidation period and the amount now available is also required to be utilized for distributing it among the contributories. However, considering the fact that nearly 38 years have passed since the report under Section 497 (6A) was filed, the chance of availability of the shareholders is very remote. It is submitted by the Official 4 Liquidator that at this stage even convening a fresh meeting would be a futile and expensive exercise, as the amounts available are not even sufficient for the issuance of an advertisement and in the said circumstances, it is a fit case where the report be treated as a final report for the dissolution of the company and the amounts available to the credit of the company be directed to be deposited in the Company’s Liquidation Account after meeting the liquidation expenses and permission be granted to deposit the interest received on the Zamindari Abolition Bond in the said Company’s Liquidation Account as and when they are released since the maturity period is in the year 2013. On a consideration of the entire facts and circumstances, this Court is in agreement with the submission of the Official Liquidator that as of today even an advertisement for calling a meeting of the Contributories would require more money than is available in the account of the company and thus the entire exercise will be a futile exercise, apart from the fact that after more than 40 years since the last meeting which was held on 25.2.1970, it is not very likely that many shareholders would come forward to claim the dues. In that view of the matter, this Court is of the view that it would be just and proper 5 to direct that the company be dissolved with effect from today. It is, accordingly, ordered that the company M/s. Kishanganj Bank Ltd. be dissolved from today (15.9.2011). The Official Liquidator is directed to deposit the amount of Rs.70,270.58 available in the account of the company after meeting the liquidation expenses in the Company’s Liquidation Account with the Reserve Bank of India. He is further directed that any future amounts of the Zamindari Abolition Bonds which will mature on 31.3.2013 shall also be deposited in the Company’s Liquidation Account with the Reserve Bank of India as and when they are received. Let a copy of this order be filed by the Official Liquidator with the Registrar of Companies. VPS ( Ramesh Kumar Datta, J. )