In Re: Altos India Ltd. (in liquidation)

K. Kannan, J.

C.A. 576 of 2008

Application allowed.

Exemption from filing cetified copies/typed copy of Annexures A-1 to A-16 is granted.

C.A. No. 577 of 2008

Vide order dated 27-3-2008, the Ex-Directors of the Company had been directed to submit fresh bill giving details of actual expenses for preparation and making of statement of affairs with relevant proof within a period of four weeks to enable the Official Liquidator to examine the same and on being satisfied, sanction the same.

This order was in terms of Section 454(4) where a person making or concurring in making the statement of affairs and affidavit as required by Section 454 shall be paid out of the assets of the Company, such costs and expenses incurred. After the passing of the order, it appears that the death of Mr. Dadan Bhai, one of the Directors of the Company had been brought to the attention of the Official Liquidator and an authority letter of the only remaining Director Mr. N.S. Parulaker along with power of attorney had been communicated to the Official Liquidator. Mr. Parulaker had appointed Sh. Kapil Dev Aggarwal, Advocate as his standing counsel in connection with winding up affairs of the company and a power of attorney had also been signed in his favour. In such capacity, the power of attorney - Mr. K.D. Aggarwal has filed the report giving out the details of work done. The statement of affairs had already been submitted in October, 2000 and reported to have been further resubmitted personally on 27-5-2001 before the Official Liquidator. The revised bill of fee for the year ending 30-9-1994 and 30-9-1995 have been submitted as follows:

Audit Fee

(Replaced with Fee for preparation of SOA Rs. 12,96,875 based on audited balance sheet of the Company for years ending 30-9-2004 and 30-9-2005 as settled with erstwhile Case)

Nos. of additional office hours spent (Principle) Rs. 6,46,800 (22*7*7*600)

(To check the records of DRTs cases u/s 138 etc. Based on Notification of ICAI w.e.f. 1st April, 2000 enacted under Act of Parliament) _____________ Total Rs. 19,43,675

Add interest for the years 2000 to 2008 @ 12% Rs. 16,32,687 _____________ Grand Total Rs. 35,76,362 _____________ (Rs. Thirty Five Lacs Seventy Six Thousand Three Hundred Sixty Two only).

The Official Liquidator has rejected the bill and filed a report in terms thereof.

The counsel for the Official Liquidator contends that the requirement of Section 454(4) is that a person making or concurring in making the statement and affidavit alone shall be paid the costs and expenses. The Ex-Director who had filed the statement of affairs had died and consequently the application could have been filed by the legal representative of the Ex-Director. In response to this, it is pointed out by the counsel to the applicant that order of this Court had directed only that the details of expenses shall be given by the Ex-Directors and having regard to the fact that one of the Directors had already died, the surviving Director had the authority to present the details of expenses and the details so given through the power of attorney of the Ex-Director was bound to be examined and accepted by the Official Liquidator.

It will be asking for the impossible to expect that the Director who was originally submitted the statement of affairs to produce proof, when he has already died. It may not also be possible to obtain the details, who may not have any personal knowledge of the details of expenses for the preparation of statement of affairs. The only competent person would be, therefore, any other Director who has the personal knowledge and who can concur in the statement of affairs already filed. The Official Liquidator would, therefore, re-examine the issue if the surviving Director concurs in the statement of affairs already given in the manner required u/s 454(4) and examine the details of expenses with reference to the actual work done and also examine the correctness of the details as set out in the bill revised on 23-4-2008.

The matter is, therefore, remitted to the Official Liquidate again for re-examining the issue and passing the appropriate order in the light of observations made above.