KAMILI PACKERS LTDversusHIYA OVERSEAS PVT. LTD.

     C/COMP/245/2014                                 JUDGMENT DATED: 08/04/2026




             IN THE HIGH COURT OF GUJARAT AT AHMEDABAD

                       R/COMPANY PETITION NO. 245 of 2014

FOR APPROVAL AND SIGNATURE:


HONOURABLE MR. JUSTICE HEMANT M. PRACHCHHAK
==========================================================

            Approved for Reporting                  Yes          No

==========================================================
                              KAMILI PACKERS LTD
                                     Versus
                            HIYA OVERSEAS PVT. LTD.
==========================================================
Appearance:
MR AS VAKIL(962) for the Petitioner(s) No. 1
MR. JAIMIN R DAVE(7022) for the Respondent(s) No. 1
MS HIRVA R DAVE(10742) for the Respondent(s) No. 1
==========================================================

 CORAM:HONOURABLE MR. JUSTICE HEMANT M.
       PRACHCHHAK

                                Date : 08/04/2026

                                  JUDGMENT


1.      The present petition is filed by the petitioner under
Sections 433, 434 and 439 of the Companies Act, 1956, seeking
following reliefs:

        “a) the said Company, Hiya Overseas Pvt. Ltd. be wound up by
        and under the directions, supervision and control of this Hon'ble
        Court in accordance with the provisions of the Companies Act,
        1956;

        b) this Hon'ble Court be pleased to appoint the Official
        Liquidator, High Court, Gujarat as Liquidator of the Company
        together with all its business, assets, properties, income and
        books of accounts with all the powers under the provisions of
        Companies Act, 1956;

        c) pending the hearing and final disposal of the Petition, the


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     C/COMP/245/2014                              JUDGMENT DATED: 08/04/2026




        Official Liquidator, High Court, Gujarat or some other fit and
        proper person be appointed the Provisional Liquidator of the
        Company together with all its business, assets, properties,
        income and books of accounts with all the powers under the
        provisions of Companies Act, 1956;

        d) pending the hearing and final disposal of the Petition, the
        Company, its Directors, Managers, Agents, Servants, Officers
        and employees be restrained by an order of injunction of this
        Hon'ble Court from any manner dealing with, disposing of or
        parting with the possession, alienating, transferring or selling or
        encumbering or creating third party rights on any of the assets
        and properties of the Company or on any part thereof;

        e) for ad interim reliefs in terms of prayers (c) and (d);

        f) this Hon'ble Court be pleased to pass such further and other
        orders as the nature and circumstances of the case may
        require;

        g) the costs of the present Petition be granted to the
        Petitioner.”


2.        The petitioner is a Company incorporated under the
provisions of the laws of Kenya and is carrying on the business of
exporting grains to various countries, including India. The
respondent-Company was incorporated on 18.12.2006, under the
provisions of the Companies Act, 1956.


3.      It is stated in the petition that the petitioner is carrying on
the business of trading and exporting food-grains in the ordinary
course of its business. Pursuant to the orders for supply of goods
such as Moong, Cow-peas red, various types of beans, placed by
the respondent-Company, from time to time, the petitioner
exported and shipped from Nairobi and delivered to the
respondent-Company, at the destinations required by the said



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     C/COMP/245/2014                           JUDGMENT DATED: 08/04/2026




Company, the said goods. The petitioner was assured payment
immediately upon receipt of the goods. As it already had
dealings with the respondent-Company, earlier, the petitioner
supplied the goods without insisting on an advance, or even a
Letter of Credit in respect of the orders placed by the
respondent-Company. Many a times, the goods were loaded in
the presence of, and under the supervision of, one Mr.Vijay Patel,
the representative of the respondent-Company, during his visits
to Kenya, where the petitioner-Company is incorporated. It is
further stated that in respect of the goods sold and delivered to
the respondent-Company, the petitioner raised invoices for an
amount of US$ 1,079,133=00 approximately equivalent to
Rs.6,51,79,633=20 and submitted the same to the respondent-
Company, along with other required shipping documents.
According to the petitioner, all the invoices were duly accepted
by the respondent-Company. A total amount aggregating to US$
3,019,498=50 was due and payable by the respondent-
Company, against which, the respondent-Company has paid to
the petitioner, an amount aggregating US$ 1,940,365=50 only,
from time to time, but has failed to pay the balance amount of
US$ 1,079,133=00, which, as stated above, is due and payable
to the petitioner. The petitioner repeatedly followed up with the
respondent-Company        for   the      payment   of    the      balance
outstanding amount. According to the petitioner, the respondent-
Company assured the petitioner that it would make the payment
but, ultimately, failed to do so.


4.      The petitioner served a statutory notice of demand dated
01.04.2014, upon the respondent-Company, calling upon it to
pay the balance amount. It is expressly stated in the notice that

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     C/COMP/245/2014                          JUDGMENT DATED: 08/04/2026




in the event that the respondent-Company fails to make the due
payment within a period of twenty one days, it shall be deemed
to be unable to pay its debts and consequently, the petitioner
would be entitled to file winding-up proceedings against the
Company. The respondent-Company replied to the statutory
notice vide a communication dated 05.04.2014, denying the
averments made in the statutory notice issued by the petitioner
and contending that the notice was vague and, therefore, the
petitioner was advised to call for strict and proper evidence in
support of its claim. It is the case of the petitioner that the denial
in the reply dated 05.04.2014, is without justification and not
bona fide, but has been made only with a view to avoiding and/or
delaying the payment of the outstanding dues of the petitioner.
The petitioner, therefore, issued a letter dated 10.04.2014, to the
respondent-Company, through its advocate, reiterating its claim.
No reply was received by the petitioner to this communication.
The petitioner has, therefore, approached this Court with a
prayer to issue an order of winding-up in respect of the
respondent-Company which, according to it, is unable to pay its
debt and is commercially insolvent.

5.      Mr. Sachin Vasavada, learned counsel has submitted that
he has replaced Mr. AS Vakil, learned counsel as the counsel for
the petitioner.

6.      Mr. Vasavada, learned counsel for the petitioner has
submitted that the appointment of the Official Liquidator is
confirmed and that, the Official Liquidator has already taken
possession of the assets of the respondent Company and hence,
the petition may be allowed and appropriate orders may be


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     C/COMP/245/2014                                                   JUDGMENT DATED: 08/04/2026




passed.

7.       I have heard the learned counsel for the petitioner and
perused the material placed on record. It appears from the
records that on 06.01.2016, the Co-ordinate Bench of this Court
had recorded the reasons and after considering the submissions
of the learned counsel appointed the Official Liquidator as
observed in paragraph 32 of the aforesaid order. The Official
Liquidator was also directed to take over the charge and
possession of the assets of the respondent Company and to
prepare an inventory of the office premises, books of accounts
and all other assets of the respondent Company. The said order
passed in 2016 was further carried into appeal and that appeal
was dismissed by the Division Bench of this Court vide order
dated 21.04.2023. Therefore, now the Official Liquidator, as per
the order passed by this Court has taken over the charge and
possession           of     the      assets         of     the      respondent            Company.
Considering the facts of the case and the submissions canvassed
by the learned counsel for the petitioner, the petition deserves to
be allowed.

8.       In the result, the petition is hereby allowed. The respondent
Company is ordered to be wound up in accordance with the
provisions of the Companies Act, 1956 and the Official Liquidator
after taking over the charge and possession of the assets of the
respondent Company is directed to take further appropriate
steps in accordance with law.

                                                              (HEMANT M. PRACHCHHAK,J)
ANUSRI

Original copy of this order has been signed by the Hon'ble Judge.
Digitally signed by: ANUSRI VASU(HC02352), ENGLISH STENO GRADE-II\, at High Court of Gujarat on 16/04/2026 18:56:37




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