9911796707
TMI Blog2021 (5) TMI 854X X X X Extracts X X X X X X X X Extracts X X X X ..... , i.e. M/s. Jyoti Overseas Limited was incorporated at Gwalior on 15th March 1974, bearing CIN : L72112MP1974PLC001260, under the provisions of the Companies Act, 1956, as a company limited by shares and is a company whose shares were subsequently listed on the Bombay Stock Exchange. 3. The company was engaged in the business of manufacturing of specialised cotton, polycotton, polyester, viscose and other blends of fabrics, etc. During August, 2003 a reference under the Sick Industrial Companies (Special Provisions) Act, 1985 was made to Board for Industrial and Financial Reconstruction (BIFR) and vide order dated 17.05.2006 the company was declared a "sick company' and, accordingly, the process of rehabilitation was started, which ultimately failed, as such, Asset Reconstruction Company of India Limited (ARCIL) and Edelweiss Asset Reconstruction Company Limited (EARCIL) initiated recovery proceedings against the company under the Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act (SARFAESI), 2002, and took over the possession of the assets of the company. As a result of action under SARFAESI by the two Asset Reconstruction companies ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed lawyer for the petitioner further submitted that the present Directors are not able to continue the business operations of the company and convene and hold any effective meeting of the shareholders of the company other than completing the bare ritual of doing so, for the sake of completing the statutory formalities. 10. It is further submitted that the company is not taking place any statutory filings and no effective return under the Income Tax, Commercial Tax, Service Tax, Central Tax or any other law, are being filed, since there is no business activity in the company. 11. It is further submitted that there is no possibility for the company to restart any business activity except at loss and now there is no reasonable hope that the business of the company would be started. 12. It is further submitted that the respondent company is a listed company on the Bombay Stock Exchange under 'Z' category for not being traded regularly and since the company has closed down all its business activities and is not in a position to make corporate compliances as per the listing agreement, the Bombay Stock Exchange may be delisted the securities of the company from the exchange sho ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ication is filed to avoid panel actions and liability of not providing exit to public shareholders as provided in Regulation 23 and 24 of the Delisting Regulations and is also in violation of various provisions of SEBI SOP circular dated September 13, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there is total fine of Rs. 8,65,247/- and listing fee of Rs. 9,77,210/- which are outstanding as of today payable by the respondent company to BSE. 19. In view of the above, it is represented by the SEBI that the present application is bad in the eye of law. 20. On issuance of notice to RoC, MP, Gwalior, has filed his representation dated 20.02.2020. It is represented by the RoC that the company has filed financial statement up to FY 2016-17 and its relevant annual returns. Thereafter, the company has not filed financial statement up to FY 2017-18 and its relevant annual returns. 21. It is further represented by the RoC that as per Annual Return made for the financial year 2016-17, the Authorized Share Capital of the company is Rs. 150,000,000/- divided into 15,000,000 Equity Shares of Rs. 10/- each. The Paid-up S ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... urt of Madhya Pradesh at Indore Bench. The Company has filed proper reply opposing the winding-up petition filed by ARCIL. The petition is rejected by the Hon'ble High Court of Madhya Pradesh, Indore Bench. As the Secured Creditors terminated the custodianship of the company and took the physical possession of factory in April 2011, there were no manufacturing operations carried out in the factory. The Secured Creditors have sealed the production facilities and have deployed their own security personal. Consequently there was no production and sales in the company. The company also could not perform any trading activity as the Commercial Tax Department has cancelled the registration of the company due to the tax liability being unpaid. The Commercial tax Department has also raised its claim on the fixed assets of the company to recover their dues. There is a dispute between Secured Creditors and the Commercial Tax Department regarding priority of charge on the fixed assets of the company and the matter is still unresolved. However the company started some operations in the form of arranging sales to different buyers on commission basis. The commission income helped the comp ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rd to the Profit & Loss account as on 31.03.2017 the turnover of the company is NIL. In support of this contention, the RoC has also given detail of pending charges as available in the MCA21 Portal, which is reflected herein above in preceding paragraph no. 24. 30. On perusal of the record, it is found that during the Financial Year 2016-17, the turnover the company was NIL and due to recurring expenses the company suffered losses to the tune of Rs. 22,89,055/- which enhanced the already enhanced losses in the balance sheet to the tune of Rs. 36,37,03,182/-. 31. The current liabilities of the company is as under:- As against the aforesaid liabilities as on 31.03.2017, the company had certain fixed assets. The details of which are as under:- Same is reflected in from the annual return, i.e. Exhibit P-8. 32. On perusal of the record, it is found that the company did not have any long term borrowings. Further, the Balance Sheet of the company as on 31.03.2017, it reflects that there are losses and the same trend is continuing and in the year 2017-18 the turnover of the company from business operation as reflected as 'NIL' due to recurring expenses of the company. Thus, as ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... as Company Liquidator for conduct of the proceedings for the winding up of the company in accordance with the provisions of the Companies Act, 2013, who within seven (7) days from the date of her appointment shall file declaration disclosing of interest or lack of independence. She is at liberty to fix her remunerations as per the practice in vogue keeping in view of the work to be performed. ii) The Company Liquidator shall provide for exit option to public shareholders after realising the assets of the company. iii) With regard to the fine accrued for violation of various circular and listing fee shall be paid by the Company Liquidator after realising from the asset of the company and SEBI have liberty to initiate action as per law, even after liquidation. iv) The Company Liquidator is directed to file an Application within three weeks from the date of her appointment before this Tribunal for constitution of the winding up committee as provided under Section 277 of the Companies Act, 2013. v) From the date of this order of the winding up of the company and appointment of the Company Liquidator, no suit or other legal proceedings shall be commenced or if pending at the da ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
