1 IN THE HIGH COURT OF JUDICATURE OF BOMBAY IN THE HIGH COURT OF JUDICATURE OF BOMBAY IN THE HIGH COURT OF JUDICATURE OF BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION ORDINARY ORIGINAL CIVIL JURISDICTION ORDINARY ORIGINAL CIVIL JURISDICTION OFFICIAL LIQUIDATOR’S REPORT DATED 11TH DECEMBER, 2007 WITH COMPANY APPLICATION NO.132 OF 2008 IN COMPANY PETITION NO.719 OF 2002 Mrs.Asha Bhosle ..Petitioner. And M/s.M.R.S.Filmcraft & Advertising Pvt. Ltd. ..Applicant. V/s. The Official Liquidator & Anr. ..Respondents. Mr.Arif Bookwala i/b.A.W.Ansari for applicant. Mr.D.J.Khanapurkar i/b. M.K.Ambalal & Co. for orig. Petitioner. Mr.Rishab shah i/b. Nita Madhawani for org.Respondent. Ms.Aruna Pai for Official Liquidator. CORAM: A.M.KHANWILKAR,J CORAM: A.M.KHANWILKAR,J CORAM: A.M.KHANWILKAR,J DATE : OCTOBER 14, 2008. DATE : OCTOBER 14, 2008. DATE : OCTOBER 14, 2008. P.C. : P.C. : P.C. : 1. Heard Counsel for the parties. 2. Counsel appearing for M/s.MRS Filmcraft advertising Pvt.Ltd.(third party) has raised two contentions before this Court. First contention is that the report of the Official Liquidator proceeds on completely wrong assumption that this Court has 2 ordered winding up of the Respondent company in terms of the Order dated 30th April, 2003. The second argument is that assuming that the Official Liquidator is entitled to seek relief of termination of master license agreement dated 20th September, 2002 executed between the Respondent company and the third party, no material has been placed on record to even remotely suggest that the said transaction was effected by the Respondent company to defeat the claims of other creditors, much less, secured creditors. That is not the case made out in the report. 3. Insofar as first grievance of the third party is concerned, I am in agreement with the submission that the Order dated 30th April, 2003 passed in Company Petition No.719 of 2002 is simplicitor order of admitting the Company Petition and appointing the Official Liquidator as Provisional Liquidator. Indeed, on appointment of provisional liquidator, the Official Liquidator is entitled to take necessary steps, as may be permissible by law. However, the question is whether appointment of provisional Liquidator would result in completely stalling of business activities of the Respondent company. In my opinion, the answer is an emphatic ‘no’. No such 3 direction was issued by the Court in its order dated 30th April,2003. In other words, the Directors of the Respondent- company were free to continue with the business activities. 4. What is significant to note is that the stated master license Agreement was executed as back as on 20th September, 2002, whereas the order of admitting Company Petition was passed on 30th April, 2003. I am conscious of the fact that the relevant date would be date of institution of the Company Petition, but the question of considering whether the transaction effected between the Respondent company and the third party is void and to obviate the claim of other creditors; that would be examined if such grievance is made by the Official Liquidator or any interested person. However, the report as submitted by the Official Liquidator makes no reference to that aspect at all. 5. As aforesaid, the report proceeds on the assumption that the Company has been ordered to be wound up, which assumption is not consistent with the record of the case. Accordingly, the appropriate course to my mind is to decline to grant any relief on the present report. At the same time liberty is 4 given to the Official Liquidator to submit fresh report for appropriate relief, as may be advised, which report will be considered on its own merits in accordance with the law. All questions in that behalf are left open. 6. Indeed, as and when the Official Liquidator intends to move further report or fresh report, it would be appropriate that prior notice of the said report is given to the third party as well as Union Bank of India. 7. In view of the order passed in the Official Liquidator’s report dated 11th December, 2007, Counsel for the Applicant submits that the Applicant will not press the Company Application No.132 of 2008 with liberty to take recourse to such other remedy, as may be permissible in law. 8. Company Application No.132 of 2008 is allowed to be withdrawn with liberty, as prayed. (A.M.KHANWILKAR,J) (A.M.KHANWILKAR,J) (A.M.KHANWILKAR,J)