Bombay High Court
PUMA STATIONERY PRIVATE LIMITED.,versusA. W. FABER - CASTELL (INDIA) PVT. LTD.,
- Disposal
- Disposed of
Holding
The court held that Puma Stationery Private Ltd. is unable to pay its debts, has breached statutory filing and meeting requirements, and therefore must be wound up under Sections 433(e), 433(b) and 433(f) of the Companies Act, 1956.
Summary
A.W. Faber‑Castell (India) Pvt. Ltd. filed a winding‑up petition against Puma Stationery Private Ltd., alleging that the company failed to pay dues of Rs.4,70,02,812 despite statutory notice under Section 434 of the Companies Act, 1956, and that it had no assets after a fire. The company was served by public notice but did not appear. The court found the petition uncontroverted, confirming the company’s inability to pay its debts and its failure to file statutory reports or hold meetings as required under Sections 433(b) and 433(e). The Official Liquidator was appointed and confirmed as liquidator. The court held that the company also fell within the just and equitable grounds for winding up under Section 433(f). Consequently, the court ordered the winding up of the company and disposed of the petitions.
Issues considered
- Whether Puma Stationery Private Ltd. is unable to pay its debts within the meaning of Section 433(e) of the Companies Act, 1956
- Whether the company's failure to file statutory reports and hold statutory meetings under Section 433(b) justifies winding up
- Whether the court may order winding up on just and equitable grounds under Section 433(f) of the Companies Act, 1956
Legislation cited
- Companies Act, 1956 — s. 433(b), 433(e), 433(f), 434
Subjects
- winding up
- inability to pay debts
- Companies Act 1956
- statutory default
- liquidation
- official liquidator
- corporate deadlock
Judgment
2026:BHC-GOA:1857 A.W. Faber-Castell (India) Pvt. Ltd.
Vs.
Puma Stationery Private Ltd.
__________________________________________________
905 COP 4 of 2015
Esha
IN THE HIGH COURT OF BOMBAY AT GOA
COMPANY PETITION NO. 4 OF 2015
WITH
MISC. CIVIL APPLICATION NO. 789 OF 2026 (F)
IN
COMPANY PETITION NO. 4 OF 2015
A.W. FABER-CASTELL (INDIA) PVT.
… PETITIONER
LTD.
~ VERSUS ~
PUMA STATIONER PVT. LTD. … RESPONDENT
A PPEARANCES :
for the Petitioner Mr. Jitendra P. Supekar with Mr. Roger
D’Souza
for the Official Liquidator Ms. Amira Razaq (through V.C)
WITH
COMPANY APPLICATION NO. 2119 OF 2026 (F)
WITH
COMPANY APPLICATION NO. 2046 OF 2026 (F)
WITH
COMPANY APPLICATION NO. 6 OF 2026
WITH
COMPANY APPLICATION NO. 28 OF 2017
IN
COMPANY PETITION NO. 4 OF 2015
Page 1 of 10
Sept. 11, 2026
A.W. Faber-Castell (India) Pvt. Ltd.
Vs.
Puma Stationery Private Ltd.
__________________________________________________
905 COP 4 of 2015
PUMA STATIONER PVT. LTD. … APPLICANT
~ VERSUS ~
A.W. FABER-CASTELL (INDIA) PVT.
… RESPONDENT
LTD.
A PPEARANCES :
for the Official Liquidator Ms. Amira Razaq (through V.C)
for the Respondent Mr. Jitendra P. Supekar with Mr. Roger
D’Souza
CORAM : AMIT S. JAMSANDEKAR, J.
DATED : 11th SEPTEMBER 2026
P.C:
1. Heard Mr. Jitendra P. Supekar, learned Counsel appearing for the
Petitioner, and Ms. Amira Razaq for the Official Liquidator.
2. By the present Petitions, the Petitioner is seeking winding up of Puma
Stationery Private Limited (the Company). The Company has its
registered office at Corlim under the provisions of the Companies Act,
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Sept. 11, 2026
A.W. Faber-Castell (India) Pvt. Ltd.
Vs.
Puma Stationery Private Ltd.
__________________________________________________
905 COP 4 of 2015
1956 and is registered under CIN no U36991GA1997PTC002335 with
the Registrar of Companies, ROC Goa.
3. It is the contention of the Petitioner that the Company was engaged in
the business of manufacturing and sale of writing, drawing and
colouring implements and is in the capacity of the Petitioner of FC
Germany. It is further their case that the Company had leased a plot
in January, 1998 admeasuring an area of 6,400 square metres situated
at 24/1D-1 at Corlim, upon execution of the Lease Agreement dated
13.01.1998 on a monthly lease rent of Rs.20,000/- payable on or before
7th of every month. It is further their case that the Petitioner had lent
an amount to the Company on different occasions to revive the
business of the Respondent-Company as a fire broke out in their
establishment on 05.11.2010. On 14.07.2014, the Petitioner sent a
notice regarding the termination of the Lease Agreement and the
supplementary Agreement with immediate effect. Subsequently, by
Advocate’s notice dated 27.08.2014, a statutory notice was issued under
Section 434 of the Companies Act, 1956, by the Petitioner calling upon
the said Company to pay the outstanding dues with interest thereon at
the rate of 15% per annum within 21 days from the receipt of the
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A.W. Faber-Castell (India) Pvt. Ltd.
Vs.
Puma Stationery Private Ltd.
__________________________________________________
905 COP 4 of 2015
notice. The total amount due to the Petitioner was Rs.4,70,02,812/-.
The notice sent to the Company's registered address was returned
unclaimed. The Petitioner thereafter sent a reminder; however, the
Respondent-Company did not pay the amounts claimed by the
Petitioner. The Petitioner thereafter filed the above winding-up
Petitions.
4. The Respondent-Company was served through public notice in the
local daily “Times of India” dated 11.05.2015. Affidavit of service to
that effect was filed by the Petitioner on 16.06.2015. The Company,
though served, failed to remain present.
5. The matter was adjourned from time to time to give an opportunity to
the Company to file their appearance in the proceedings, but none
appeared for the Respondent-Company.
6. In the facts and circumstances of the case, as such, the averment in the
Petition stands uncontroverted. Despite the statutory notice issued by
the Petitioner to the Company in terms of Section 434 of the
Companies Act, the amount due has not been paid within the statutory
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A.W. Faber-Castell (India) Pvt. Ltd.
Vs.
Puma Stationery Private Ltd.
__________________________________________________
905 COP 4 of 2015
period and, as such, the Company is deemed to be unable to pay its
debts.
7. Accordingly, the Petition was admitted on 20th August, 2015. The
Order of admission has been duly complied with by the Petitioner.
Vide order dated 16th June, 2016, this Court appointed the Official
Liquidator, High Court of Bombay at Goa, as Provisional Liquidator
of the Company, to take charge of the affairs and assets of the
Company. The Official Liquidator, in compliance with the order of this
Court, took charge of the affairs and assets of the Company. The
Petitioner has also deposited with the Official Liquidator a sum of
Rs.1,00,000/- towards liquidation expenses vide Demand Draft drawn
of Corporation Bank and received by the Official Liquidator on
16.11.2016. The said Demand Draft was deposited in Punjab National
Bank and credited into the account of the Official Liquidator
“Common Pool Fund” on 16.11.2016. A substantial amount of the said
money deposited with the Official Liquidator remains available with
the Official Liquidator for further expenses, if any. The aforesaid in
confirmed by the Official Liquidator vide its Affidavit dated 20.01.2021
filed in Company Petition No. 3 of 2015.
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A.W. Faber-Castell (India) Pvt. Ltd.
Vs.
Puma Stationery Private Ltd.
__________________________________________________
905 COP 4 of 2015
8. The Official Liquidator, vide its Affidavit-in-Reply dated 12.02.2021,
has confirmed that apart from the factory premises, which were
destroyed in fire, the Company has no other assets for liquidation.
9. In view of the fact that the Company has no assets to its name, there
is no possibility of securing any amount from the Company to be
expended to the creditors, including the Petitioner herein.
10. This Court, vide its order dated 05.10.2017, had directed the Petitioner
to deposit Rs.25,00,000/- within six weeks, which amount the
Petitioner, being a creditor, had adjusted against the Petitioner's dues
of Rs.4,70,02,812/-. This Court observed that the Petitioner could not
unilaterally adjust the said amount. Against the said order, the
Petitioner has preferred Company Appeal No. 4 of 2017 before the
Division Bench of this Court. The Division Bench stayed the said order
vide its order dated 20.08.2017. The payment of sum of Rs.25,00,000/-
by the Petitioner into the hands of the Official Liquidator as directed
by this Court vide its Order dated 05.10.2017 shall be subject the
decision in Company Appeal No. 4 of 2017.
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A.W. Faber-Castell (India) Pvt. Ltd.
Vs.
Puma Stationery Private Ltd.
__________________________________________________
905 COP 4 of 2015
11. The records reveal that the Company was duly served with the Notice
dated 27.08.2014, under Section 434 of the Companies Act, 1956,
which notice was returned with endorsement “closed”. Further, a
Reminder Notice dated 30.09.2014 was also served on the Respondent-
Company, which once again came back with an endorsement “closed”.
Thereupon, the present Petition was instituted, and notices were once
again served upon the Company, which were duly served. Despite
notice, the Company has failed to appear and answer the allegations
made thereunder. On account of the Company choosing to not to
remain present and answer the allegations, the averments in the
Petition stand uncontroverted and it can be said that the Company is
unable to pay its debts. Hence, the conditions as stated in Section 434
of the Companies Act, 1956, stand admitted.
12. The present Petition has been filed under Section 433(e) of the
Companies Act, 1956, whereby the Company is unable to pay its debts.
The Official Liquidator has stated that the Company has no assets to
be attached and sold so as to pay its debts. In view of this, I am satisfied
that the Company is unable to pay its debts and is liable to be wound
up under section 433(e) of the Companies Act, 1956.
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A.W. Faber-Castell (India) Pvt. Ltd.
Vs.
Puma Stationery Private Ltd.
__________________________________________________
905 COP 4 of 2015
13. Apart from the aforesaid, even under section 433(b) of the Companies
Act, 1956, the Company is statutorily bound to deliver its statutory
report to the Registrar and hold the statutory meetings. The records
reveal that there is a complete breakdown in the management of the
Respondent-Company. Mr. Anup Rana, one of the Directors resigned
from the Company, although his resignation was not accepted and he
continued to be Managing Director on paper. Since Mr. Anup Rana
refused to discharge his duties as Managing Director of the Company,
there was complete deadlock in the Company. On account of this
deadlock, the other Director, Mr. Count Andreas also resigned.
Admittedly, the Company has not filed a statutory report with the
Registrar of Companies, ROC Goa, nor has it held statutory meetings
as required under the Companies Act, 1956. Accordingly, the Company
has not complied with Section 433(b) of the Companies Act, 1956. On
this count also the present Petition deserves to be allowed and the
Company is liable to be wound up under section 433(b) of the
Companies Act, 1956.
14. Even otherwise, looking at the totality of the entire facts of the case, it
is also a fit case where this Court, under section 433(f) of the
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A.W. Faber-Castell (India) Pvt. Ltd.
Vs.
Puma Stationery Private Ltd.
__________________________________________________
905 COP 4 of 2015
Companies Act, 1956, can pass an order to wind up the Company.
Having arrived at the conclusion that the Company is unable to pay its
debts, as well as the Company having not filed its statutory reports with
the Registrar of Companies, ROC Goa, nor having held statutory
meetings, it is just and equitable that the Company should be wound
up.
15. Hence, I am of the opinion that the case is made out for winding up
of the Company.
16. In view of the above, I pass the following:
ORDER
(i) The Company is to be wound up. The Official
Liquidator is confirmed as the Liquidator of the company,
and the winding- up process may be initiated by the Official
Liquidator.
(ii) The Official Liquidator is directed to take necessary
steps to commence and proceed with the winding-up of the
Company in accordance with law.
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Vs.
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__________________________________________________
905 COP 4 of 2015
(iii) The Company petitions are disposed of accordingly.
(iv) All pending Applications stand disposed of.
17. This order will be digitally signed by the Private Secretary/Personal
Assistant of this Court. All concerned will act on production by fax or
email of a digitally signed copy of this order.
[ AMIT S. JAMSANDEKAR, J. ]
Page 10 of 10
Signed by: VAIGANKAR ESHA Sept. 11, 2026
SAINATH
Designation: Personal Assistant
Date: 17/09/2026 13:32:40
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