OL) v. NIL

THE OFFICIAL LIQUIDATOR OF M/S ORRCEE ELECTRONICS LTD (IN LIQUIDATION), ATTACHED TO THE HON'BLE HIGH COURT OF KARNATAKA, 12TH FLOOR, RAHEJA TOWERS, NO.26-27, MG ROAD, BENGALURU-560001 (BY SMT. V ANNAPOORNA, DEPUTY OFFICIAL LIQUIDATOR FOR OL) …APPLICANT AND: NIL …RESPONDENT THIS COMPANY APPLICATION IS FILED UNDER SECTION 481(1) OF THE COMPANIES ACT, 1956 READ WITH RULE 9 OF THE COMPANIES (COURT) RULES, 1959 PRAYING TO ORDER THAT M/S ORRCEE ELECTRONICS LTD., (IN LIQUIDATION) SHALL STAND DISSOLVED U/S 481(1) OF THE COMPANIES ACT, 1956 SUBJECT TO SECTION 559(1) OF THE COMPANIES ACT, 1956. KUMARI Location: HIGH COURT OF KARNATAKA - 2 - NC: 2024:KHC:50455 CA No. 250 of 2023 in COP No.22/1993 THIS APPLICATION, COMING ON FOR ORDERS, THIS DAY, ORDER WAS MADE THEREIN AS UNDER: CORAM: HON'BLE MR JUSTICE ASHOK S.KINAGI ORAL ORDER The applicant has filed an application under Section 481(1) of the Companies Act, 1956 read with Rule 9 of Companies (Court) Rules, 1959 which reads as under: "The Official Liquidator attached to this Hon'ble Court as the Liquidator of M/s. Orrcee Electronics Ltd., (in liquidation), [herein after referred as company (in liquidation)] respectfully submits as under: - That M/s. Orrcee Electronics Ltd., a company registered under the Companies Act, 1956 (hereafter referred as the Act) with the Registrar of Companies, Karnataka Bengaluru was ordered to be wound up by this Hon'ble Court vide order dated 31.10.1996 Co.P.No.22/1993, and the Official Liquidator attached to this Hon'ble Court was appointed as Liquidator of the said Company by virtue of provisions of Section 449 of the Companies Act, 1956. Copy of the order dated 31.10.1996 is enclosed herewith and marked as Annexure "A".

The said company was incorporated on 14/04/1977 with Company Registration No. 003137 and was having its Registered Office at No.1 Edward Road, Bangalore within the territory of Karnataka.

That consequent to the passing of winding up order, the Official Liquidator issued notices to the Ex-Directors under section 454 and 456 of the Companies Act 1956 on 02.12.1996 directing them to file Statement of Affairs and to deliver all assets, books and records of the Company. Since, the Ex-directors failed to file the statement of affairs, the Official Liquidator has filed application before this Hon'ble Court as required under the provisions of the - 3 - NC: 2024:KHC:50455 CA No. 250 of 2023 in COP No.22/1993 Companies Act, 1956 vide C.A. No. 119/1997 on 04.03.1997 against the Ex-Directors of the company in liquidation under section 454 (5) and (5A) of the Companies Act, 1956.

Subsequently, the Ex-Directors have filed Statement of Affairs with the Official Liquidator on 10.11.1997. The same was found defective and the defects were informed vide letter dated 26.12.1997 requesting the Ex-Directors to rectify the defects. Later on, the Ex-Directors have rectified/clarified and CA No.119/1997 was disposed of on 15.04.2011. Copy of order dated 15.04.2011 passed in CA No.119/1997 is enclosed and marked as Annexure- "B".

That based on the books and records furnished by the ex-directors of the company (in Liqn.,), the Official Liquidator had filed C.A. 645/2001 against the Ex- Directors under Section 543(1) of the Companies Act, 1956 r/w. Rule 260 of the Companies (Court) Rules, 1959 for an amount of Rs.1,88,60,835/- with interest at the rate of 18% p.a. before this Hon'ble Court. This Hon'ble Court vide order dated 26.03.2012 had dismissed the said application by stating that the act of misfeasance has not been established as contemplated in law and hence the respondents cannot be held liable. Copy of the order dated 26.03.2012 passed in CA No.645/2001 is enclosed and marked as Annexure-"C".

That with permission of this Hon'ble Court, M/s. KSIIDC stood outside the winding up proceedings being the secured creditor and sold the assets in association with the Official Liquidator to M/s. Geetha Shishu Shikshana Sangha, Mysore for an amount of Rs.57,20,000/- and the same was confirmed by this Hon'ble Court vide order dated 19.09.2003 passed in CA No.869/2003 with a direction to Karnataka State Industrial Investment and Development Corporation Ltd. to deposit the amount initially with Court and distribute the same in accordance with the directions of this Hon'ble Court. As per Receipt No.12190 dated 05.12.2003, KSIIDC has thereafter remitted the sale proceeds of Rs.57.20 Lakhs with the Official Liquidator. Subsequently the said amount has been retransferred to KSIIDC as per Court's order in CA No.901/2008 vide order dated 12.03.2004 along with - 4 - NC: 2024:KHC:50455 CA No. 250 of 2023 in COP No.22/1993 interest.

That a MFA 2736/2021 filed by Mr. A.C. Srinivas Raju and others against M/s. KSIIDC Ltd., and others praying the Hon'ble Court to set aside the order of the Principal District and Sessions Judge, Mysuru dated August 3rd 2020, passed in Misc. No. 122/2010 and the recovery certificate dated 3.8.2020. In the said MFA No.2736/2021 the Official Liquidator representing M/s. Orrcee Electronics Limited (in Liqn.,) is a proforma party and is pending before the Hon'ble High Court of Karnataka. Vide order dated 07.11.2022 the Hon'ble Court passed an order that "it is recorded in the order sheet that the notice has been ordered in the lead appeal, M.F.A.No. 7154/2021 on the last date of hearing on 02.02.2022, reading in M.F.A. No.2736/2021 be corrected to read as M.F.A. No. 7154/2021. Interim order granted earlier is extended till the next date of hearing". That the Hon'ble Court vide its order dated 19.07.2021 passed in IA No.2/2021 that, "Heard Sri. Srinivas Raghavan, learned Senior Counsel for the appellants and perused the material on record. In addition to reiterating the various contentions urged in the memorandum of appeal and referring to the documents produced, learned Senior Counsel for the appellants invites my attention to the letter dated 05.12.2020 which indicates that subsequent to the impugned order passed by the trial Court, the appellants have deposited a sum of Rs.7,35,000/- drawn on HDFC Bank, Jayanagar Branch, Bengaluru. It is submitted that the despite attempts made by the appellants for one time settlement of the alleged outstanding, the respondent No.1 is making unduly hasty attempt and has filed execution proceedings in Ex. P. No.67/2021 before the trial Court and as such, there is urgency in the matter. In view of the aforesaid facts and circumstances, all further proceedings in Ex.P. No.67/2001 on the file of the Prl. District & Sessions Judge, Mysuru are hereby stayed till the next date of hearing I.A. No.2/2021 stands allowed accordingly. I.A.No.1/2021 is dismissed as not pressed". In this regard, the Official Liquidator had filed a memo requesting the Hon'ble Court for deletion of name of the Official Liquidator from the array of respondents in MFA - 6 - NC: 2024:KHC:50455 CA No. 250 of 2023 in COP No.22/1993 No.7154/2021 (MFA No.2736/2021) on 26.07.2023. The same is pending for orders.

That Official Liquidator further submits that the Company went into liquidation on 31.10.1996 more than 27 years before, and to the knowledge of the Official Liquidator there are no other assets pending realization and no litigation is pending before any Court of Law, except MFA 7154/2021. As stated supra company in liquidation represented by the Official Liquidator is only a proforma party as the matter is between KSIIDC and Ex- management for recovery of loan extended by the lender i.e., KSIIDC.

That there is no amount available to the credit of the company (in Liquidation). Copy of the cost centre as on is kept an Annexure - 'F'.

The Official Liquidator has been regularly filing the Affidavit of the Official Liquidator of this company before this Hon'ble Court as per Rule 300 of the Companies (Court) Rules, 1959 and the latest return for the period ending 31.03.2023 is filed on 24.05.2023 and copy of the affidavit under Rule 300 of Companies Court Rules 1959, filed on is enclosed herewith and marked as 'Annexure - 'G'.

That the Company in liquidation is not having any funds for disposal, and there is no claim to be paid by the Official Liquidator as per the available records. Further, the Official Liquidator had published a public notice on 26.05.2022 in the following widely circulated Newspapers calling from any person, contributory, creditor, workmen, Government Authorities or any other person interested or any other person who has reason to be aggrieved by the dissolution of the company (in liquidation) for objections, if any, - 7 - NC: 2024:KHC:50455 CA No. 250 of 2023 in COP No.22/1993 Sl. No. Name of the Newspaper Language Edition 1 2 3 Vijaya Karnataka The Times of India Economic Times Kannada English - do - Karnatak a Editions

In addition to the above said publication Newspapers, the Official Liquidator has also published the said notice in the following websites: Sl. No. 1 2 Website Belonging to Date of publication www.olkarnataka. kar.nic.in www.mca.gov.in

26.05.2022

31.05.2022 Official Liquidator, Bengaluru Ministry Corporate Affairs

Though the last date for receipt of objections, if any, was 02.06.2022, the Official Liquidator has not received any objections from anybody till date. Copies of the Newspaper advertisement and screenshots of websites are enclosed herewith and marked as Annexure-'H' collectively

That Sec 481 (1) of the Companies Act 1956 reads as: "When the affairs of a company have been completely wound up or when the Court is of the opinion that the liquidator cannot proceed with the winding up of a company for want of funds and assets or for any other reason whatsoever and it is just and reasonable in the circumstances of the case that an order of dissolution of the company should be made, the Court shall make an order that - 8 - NC: 2024:KHC:50455 CA No. 250 of 2023 in COP No.22/1993 the company be dissolved from the date of the order, and the company shall be dissolved accordingly. "

That as per Section 559 (1) of the Companies Act, 1956, "Where a company has been dissolved, whether in pursuance of this part or of section 394 or otherwise, the Court may at any time within two years of the date of the dissolution, on application by the liquidator of the company or by any other person who appears to the Court to be interested, make an order, upon such terms as the Court thinks fit, declaring the dissolution to have been void; and thereupon such proceedings may be taken as might have been taken if the company had not been dissolved".

Therefore, in view of the above submissions it is felt that the conditions mentioned in Sec 481 of the Companies Act 1956 are met and that it is not worthwhile continuing with this liquidation proceedings which is already 27 years old and also Official Liquidator filed a memo for deleting name from the array of respondents in MFA No.7154/2021 (2736/2021), that it is a fit case for dissolution under the said section subject to Sec 559 of the Companies Act, 1956."

2. Considering the contents of the application, the company (in liquidation) shall stand dissolved under Section 481 (1) subject to Section 559 (1) of Companies Act, 1956 and subject the outcome of MFA Nos.7154/2021 and 2736/2021 however, respondent KSIIDC succeeds in the aforesaid appeals, liberty is reserved to revive this order. - 9 - NC: 2024:KHC:50455 CA No. 250 of 2023 in COP No.22/1993

3. Accordingly, I proceed to pass the following: ORDER

C.A.No.250/2023 is allowed.

2. The Company is dissolved.

3. COP is closed. Sd/- (ASHOK S.KINAGI) JUDGE BVK