Bombay High Court

OFFICIAL LIQUIDATOR OF DELTA (WORLDWIDE) MASCHINEN FABRIK (P) LTD. (IN LIQUIDATION)versusATUL H. SHAH (PETITIONER) (PROPRIETOR OF M/S. UMANG ENTERPRISES)

Decided: 23 January 2026
Disposal: DISPOSED OFF
Bench: ARIF S DOCTOR

Holding

The court held that dissolution may be ordered despite pending claims and expenses when the liquidated company has no assets to satisfy them.

Summary

The Bombay High Court considered several Official Liquidator reports seeking dissolution of four companies under the Companies Act, 1956. The liquidators argued that none of the companies had any assets or funds, and that pending claims—including a suo‑motu tax claim of Rs.1,14,75,253 and advertising expenses incurred from a common pool—should not impede dissolution. The court examined whether the existence of such claims or expenses barred the final winding‑up when there were no assets to satisfy them. It held that the lack of assets meant the pending claims could not be satisfied and therefore did not prevent dissolution. Consequently, the court allowed the reports and ordered the dissolution of all four companies.

Issues considered

Can a company in liquidation be ordered to dissolve when there are no assets or funds despite pending claims, including a suo‑motu tax claim?
Do advertising expenses incurred by the Official Liquidator from a common pool need to be reimbursed when the liquidated company has no assets?
Does the presence of pending claims bar the issuance of a dissolution order under the Companies Act, 1956?

Legislation cited

Companies Act, 1956

Subjects

dissolution
liquidation
official liquidator
pending claims
advertising expenses
Companies Act 1956
suo motu claim

Judgment

1/5 7 TO 10-OLR-9-2026 (OS).DOC

IN THE HIGH COURT OF JUDICATURE AT BOMBAY
ORDINARY ORIGINAL CIVIL JURISDICTION
IN ITS COMMERCIAL DIVISION

(7) OFFICIAL LIQUIDATOR REPORT NO. 9 OF 2026
IN
COMPANY PETITION NO. 148 OF 2013

In the matter of Companies Act, I
of 1956;
And
In the matter of Thermovision
Engineering Sales and Services
Pvt. Ltd. (In Liqn.)

Varsha Refractories Pvt. Ltd. ...Petitioner
AND
(8) OFFICIAL LIQUIDATOR REPORT NO. 30 OF 2026
IN
COMPANY PETITION NO. 88 OF 2002

In the matter of Companies Act, I
of 1956;
And
In the matter of Official
Liquidator Of Delta (worldwide)
Maschinen Fabrik Pvt. Ltd. (in
Liquidation)

Atul Himmatlal Shah ...Petitioner
AND
(9) OFFICIAL LIQUIDATOR REPORT NO. 33 OF 2026
IN
COMPANY PETITION NO. 382 OF 1999

Areeb
2/5 7 TO 10-OLR-9-2026 (OS).DOC

In the matter of Companies Act, I
of 1956;
And
In the matter of Official
Liquidator Of Spark Metalloy Pvt.
Ltd. (in Liquidation)

Sou. Sunanda Ashok Kadappa And Ors, ...Petitioners
AND
(10) OFFICIAL LIQUIDATOR REPORT NO. 34 OF 2026
IN
COMPANY PETITION NO. 1109 OF 2002

In the matter of Companies Act, I
of 1956;
And
In the matter of Official
Liquidator Of Special Fibres Pvt.
Ltd. (in Liquidation)

M/s.special Fibres Pvt. Ltd. ...Petitioner
_______
Mr. Harsh Moorjani, for Official Liquidator.
Mr. Satyajit Roul, Official Liquidator present.
Mr. Chetan Shelke, Dy. Official Liquidator present.
_______
CORAM : ARIF S. DOCTOR, J.
DATE : 23rd JANUARY, 2026

P.C.

1. All these matters were placed on board today since a common issue arises.

Each of the captioned Official Liquidator’s Reports seeks dissolution of the

Companies in question and consequential dispensation with the compliance

Areeb
3/5 7 TO 10-OLR-9-2026 (OS).DOC

which would otherwise be required during the course of final dissolution of a

company in liquidation.

2. For the convenience of the Court, the Official Liquidator has prepared a

list setting out (i) the date on which the winding-up order was passed; (ii) the

funds available; and (iii) the status of the claim in each of the companies.

3. The details of each of the companies are set out as follows:

Sr. No. OLR NO. Date of winding Funds Claims
up /provisional Available
liquidator
appointment

1 OLR No. 9/2026 21st November, 2014 Nil (1) Claims invited on
(Thermovision 06.12.2025; No claims
Engineering Sales and received [Para 15, Pg.10]
Services Pvt. Ltd.)
(2) One suo motu claim
received from Sales Tax
department for Rs.
1,14,75,253/-[Para 14, Pg.
9].

2 OLR No. 30/2026 29th June, 2010 Nil 1) Claims invited, and last
(Delta (Worldwide date for submission was
Maschinen Fabrik Pvt. 31.01.2013; No claims
Ltd.) received. Para 10, Pgs. 4 and
5]

(2) Advertising expenses of
Rs. 23,875/- was initially
borne from the common
pool fund maintained by
OL, with reimbursement to
be made from the
company's funds. However,
in the absence of any funds
or assets, the same may be
written off. [Para 10, Pgs. 4

Areeb
4/5 7 TO 10-OLR-9-2026 (OS).DOC

and 5].

3 OLR No. 33/2026 13th July, 2007 Nil (1) Claims invited, and last
(Spark Metalloy Pvt. date for submission was
Ltd.) 30th April 2013; No claims
received. [Para 12, Pg.7].

4 OLR No. 34/2025 16th August, 2010 Nil 1) Claims invited and last
(Special Fibres Pvt. date for submission was
Ltd.) 11th January 2013; No
claims received [Para 10, Pg.
4]

(2) Advertising expenses of
Rs. 14,162/- was initially
borne from the common
pool fund maintained by
OL, with reimbursement to
be made from the
company's funds. However,
in the absence of any funds
or assets, the same may be
written off. Para 10, Pg.4].

4. Mr. Moorjani however, points out that in so far as OLR No. 9 of 2026 is

concerned, there is a suo-moto claim received from the Sales Tax Department of

sum of Rs. 1,14,75,253/-. He submits that this however, should not come in the

way of passing of the Order of dissolution since there are no funds or assets

available in the name of Company in liquidation. Furthermore, he points out

that in OLR No. 30, 33 and 34 of 2026, the Official Liquidator has incurred

advertising expenses out of common pool of funds maintained by the Official

Liquidator, he submits that since none of those companies in liquidation have

any assets or funds, the said amount spent by the Official Liquidator would have

to be returned of.

Areeb
5/5 7 TO 10-OLR-9-2026 (OS).DOC

5. Having due regard to the submissions and having noted that the Official

Liquidator has now set out that none of the said companies have any assets or

funds. The Reports are accordingly allowed as prayed for.

[ARIF S. DOCTOR, J.]

Areeb

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Harsh Moorjani