Bombay High Court
OFFICIAL LIQUIDATOR OF THERMOVISION ENGINEERING SALES AND SERVICES PVT. LTD. (IN LIQUIDATION)versusVARSHA REFRACTORIES PVT. LTD. (PETITIONER)
- Decided
- Disposal
- DISPOSED OFF
- Bench
- ARIF S DOCTOR
Holding
The Court allowed the Official Liquidator reports and ordered dissolution of the companies despite the pending tax claim and lack of assets, permitting the write‑off of incurred advertising expenses.
Summary
The Bombay High Court considered several Official Liquidator reports seeking dissolution of four companies that were in liquidation under the Companies Act, 1956. All four companies had no assets or funds available. In one case, a suo‑motu claim from the Sales Tax Department for Rs.1,14,75,253 was pending, and the Official Liquidator argued that this should not impede dissolution. In the other three cases, advertising expenses incurred by the Official Liquidator from a common pool were sought to be written off due to the absence of assets. The Court held that the lack of assets and the pending tax claim did not bar the issuance of dissolution orders and allowed the reports, permitting the companies to be dissolved and the expenses to be written off.
Issues considered
- The presence of a pending suo‑motu tax claim should prevent the dissolution of a company with no assets.
- Whether advertising expenses incurred by the Official Liquidator from a common pool can be written off when the liquidated company has no assets.
Legislation cited
Subjects
- dissolution
- liquidation
- official liquidator
- suo motu claim
- advertising expenses
- no assets
- Companies Act 1956
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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