IN THE HIGH COURT OF JUDICATURE, ANDHRA PRADESH AT HYDERABAD WEDNESDAY, THE SIXTH DAY OF OCTOBER TWO THOUSAND AND TEN HON’BLE SRI JUSTICE G. BHAVANI PRASAD Company Application No.726 of 2010 Between: M/s. Adept Factory Automation Private Limited (in liquidation), represented by the Official Liquidator, High Court of Andhra Pradesh, Hyderabad. ..Applicant AND M/s. Festo Control Limited, represented by its Joint Managing Director, Mr. R. Joshi .. Respondent ORDER: The application is filed under Section 481 of the Companies Act by the Official Liquidator stating that in C.P.No.79 of 2000, the Official Liquidator was appointed as Liquidator for the subject Company under Section 449 of the Companies Act, 1956 on 16-7- 2001. Subsequently, the winding up notices to the Ex-directors on 14-8-2001 requiring them to furnish the statement of Affairs and handover the assets, books of accounts and records were issued and the notices were returned unserved stating that “they left without instructions” and when the Official Liquidator deputed his officials to take possession of the assets, books and records of the company from the premises of its registered office, the officials reported back stating that the office was vacated two years back and a clinic was existing at present by the time of their visit. The former directors did not file any statement of Affairs and did not hand over any assets or books. Hence, C.A.No.809 of 2001 was filed by the Official Liquidator against the former directors. Non-bailable Warrants were issued on which the accused filed C.A.Nos.329 and 330 of 2002 for recalling the warrants, which were recalled on 24-04-2002. Later, orders were passed in C.A.No.809 of 2001 on 25-6-2002, approving the Half Yearly accounts filed by the Official Liquidator and closing the company applications and thus, non-filing of statement of Affairs was not considered and fresh complaint was filed in C.A.No.57 of 2009. On 21-4-2009, this Court directed the Official Liquidator to find out whether any property is available in the name of Ex- Managing Director from the Sub Registrar’s office and Mandal Revenue Office. Letters were accordingly addressed on 7-5-2009 and it was found that a house property was transferred by way of gift/settlement on 19-11-1998 prior to winding up and no other transactions were found from 01-04-1998 till today. This court passed an order on 13-11-2009 recording that the accused claimed to have applied to the Registrar of Companies under Section 560 of the Act for striking off the name of the Company in liquidation, which was ordered by the Registrar of Companies on 30-7-2009 and notified in the Gazette. Hence, this court closed the Company Petition. The Official Liquidator did and could not proceed further in any manner in the absence of any documents or statement of Affairs and is not in a position to make any headway in spite of best efforts. The petitioner remitted Rs.10,000/- towards initial expenses and the Half Yearly accounts were prepared from 01-04-2009 to 20-08-2010 and were audited by the Chartered Accountants as per orders in C.A.No.2129 of 2009 in R.C.C.No.2 of 1995. Those audited accounts along with the audit certificates have to be approved and taken on record. No fees to the Central Government could be remitted by the company in view of non-realisation of any amounts so far and the said Central Government fees from 16-07-2001, the date of winding up order have to be dispensed with. The amount lying to the credit of the company should be returned to the company petitioner and any final accounts also should be dispensed with as no transactions took place since the winding up order except the initial expenses and cash on hand and payment to the auditors for auditing the accounts and payment of Central Government fees. The Official Liquidator, therefore, sought for taking of the half yearly accounts for the periods from 01-04-2009 to 20-08- 2010 along with the auditor’s report on record, approval of the action of appointing M/s. Murthy & Kanth, Chartered Accountants, for auditing the said half yearly accounts, permitting the Official Liquidator to pay Rs.750/- to the said Chartered Accountants towards his fees, dispensing with the filing of final accounts of the company, dispensing with the remittance of the Central Government fees in view of non-realisation for the period from 16- 7-2001 till date, permitting the Official Liquidator to return the balance amount lying to the credit of the company to the petitioner in C.P.No.79 of 2000 and to dissolve the company M/s. Adept Factory Automation Private Limited from the date of this order, while ordering the costs of the application to be met from the assets of the company. Heard Sri M. Anil Kumar, learned counsel for the Official Liquidator. Though the respondent/petitioner in C.P.No.79 of 2000 has been personally served with the notice, none entered appearance on his behalf. The application and its enclosures clearly show that every effort was made to trace any assets or records or books of account or any other materials relating to the Company in liquidation so as to enable the Official Liquidator to take further action in this regard. But all efforts proved in vain for so long. While the former directors of the Company got the name of the company struck off by the Registrar of Companies on 30-07-2009, which was published in the Gazette of India, nothing worthwhile can be pursued further by continuing the proceedings any longer in any manner. Under the circumstances, there is no legal or factual hindrance for permitting the Official Liquidator to have the reliefs claimed in this application as there is no just and reasonable course of action that can be adopted due to total lack of funds and assets and in the background of the factual circumstances stated by the Official Liquidator. Therefore, the subject company be dissolved with effect from today and the Central Government fees be dispensed with. The Half Yearly accounts for the period from 01-04-2009 to 20-08- 2010 be taken on record. The appointment of Chartered Accountants is approved. The Official Liquidator is permitted to pay Rs.750/- towards their fees. Filing of any final accounts by the Official Liquidator is dispensed with and the Official Liquidator is permitted to return the balance amount lying to the credit of the company to the petitioner in C.P.No.79 of 2000. The costs of this application shall be met from out of the assets of the company and this application is ordered accordingly. The C.P.No.79 of 2000 is closed. _____________________ G. BHAVANI PRASAD, J Date: 05-10-2010 Ksn