High Court
Case Details
MC 1063/2013 BEFORE HON’BLE MR. JUSTICE HRISHIKESH ROY This application has been moved by the Official Liquidator, attached to this Cou rt, under Section 481 of the Companies Act, 1956 (for short ’Act’) for dispensin g with the requirement of filing the accounts and audit of the Company (in liqui dation), since it has no funds to its credit and for dissolution of M/s. Om Ving eswara Tobacco Private Limited (in liquidation) as per Section 481 of the Act in view of the fact that, the Official Liquidator is not in a position to proceed further with the winding up of the Company for want of funds, assets and reasons stated in the application and for discharging the Official Liquidator from proc
Decision
eeding further. 2. The Official Liquidator attached to this Court was appointed as the Liqu idator as per Section 481 of the Act in respect of M/s. Om Vingeswara Tobacco Pr ivate Limited, which was wound up by this Court vide judgment and order dated 7. 9.2006 passed in Co. Petition No.4 of 2005 (disposed of). It is worth mentioning that Co. Petition No.4 of 2005 was filed by a qualified Chartered Accountant fo r winding up of the said Company on the ground that his bill for professional se rvices rendered to the Company (in liquidation) remained unpaid. In spite of receipt of the statutory notice under Section 433 of the Com 3. panies Act, 1956 and subsequently notice of the Co. Petition No.4 of 2005, the s aid company did not contest the claim made in the company petition. In view of s uch position, the Company Judge was pleased to hold that there is no escape from the conclusion that the said company had neglected or failed to pay its debts w ithin the meaning of Section 433(e) read with Section 434 of the Companies Act, 1956. Therefore, it was ordered to wind up the Company and the Registrar of Comp anies/ Official Liquidator was directed, to initiate necessary action in accorda nce with law. 4. The Official Liquidator, in compliance to the direction of this Court gi ven vide order dated 7.9.2006, in Co. Petition No.4 of 2005 requested all the Di rectors of the Company to furnish the Statement of Affairs of the Company under the provisions of Section 454 of the Companies Act, 1956 read with Rule 127 of t he Companies (Court) Rules, 1959 so that the Official Liquidator could take poss ession of the assets and liabilities of the Company. 5. The Directors of the Company filed the Statement of Affairs as per the provisions of Section 454 of the Companies Act, 1956. On scrutiny of the Stateme nt of Affairs and the records maintained by the Registrar of Companies, Shillong , the Official Liquidator has placed the following information before this Court :- (i) The Company (in liquidation) has no assets and liabilities; (ii) The Company (in liquidation) has no Bank Accounts and Investments; (iii) The Company (in liquidation) has no Government liabilities and/or Income T ax liabilities; (iv) The fund position of the Company (in liquidation) is negligible, with a cas h balance of Rs.59/- and Bank balance of Rs.854.54 which have already been recov ered and is available with the Official Liquidator; (v) The Official Liquidator does not have any information or record regarding an y pending litigation either by or against the Company (in liquidation) and there is no trace of any claimants either; (vi) With such negligible funds, no useful purpose would be served to the public or to any prospective claimant and no useful purpose would be served to continu e to have the name of the Company in Registrar of Companies. Under the above facts and circumstances, the Official Liquidator has fil 6. ed the instant application submitting that it is not possible to proceed with th e winding up of the Company for want of funds, assets and reasons stated hereina bove and that it is just and reasonable in the circumstances of the case that an order of dissolution of the Company be passed, under Section 481 of the Act and the Official Liquidator be permitted to transfer the sum of Rs.913.54 to the Co mpanies Liquidation Accounts in the Public Account of India in Reserve Bank of I ndia, as undistributed assets in terms of Rule 283 of the Companies (Court) Rule s, 1959. 7. In the case of Meghal Homes (P) Ltd. vs. Shree Niwas Gimi K.K. Samiti re ported in (2007) 7 SCC 753, the Supreme Court, inter alia, in paragraph 31 there of has held as under: (cid:28) & & & & & when the affairs of the Company had been completely wound up or t he Court finds that the Official Liquidator cannot proceed with the winding up o f the company for want of funds or for any other reasons, the Court can make an order dissolving the Company from the date of that order. This puts an end to th e winding up process. (cid:29) 8. Keeping in view, the averments in the application and the above ruling o f the Apex Court over the issue, I am of the view that there is force in the con tention of the Official Liquidator. Therefore, the present application needs to be allowed on merit and the reliefs sought therein, deserved to be granted and i t is a fit case for passing an order for dissolution of the Company under Sectio n 481 of the Act. Consequently the Company shall stand dissolved and the Official Liquidat 9. or attached to this Court is discharged. The Official Liquidator is allowed to t ransfer the amount of Rs.913.54 to the Companies Liquidation Accounts in the Pub lic Account of India in Reserve Bank of India, as undistributed assets in terms of Rule 283 of the Companies (Court) Rules, 1959. 10. A copy of this order shall be communicated to the Registrar of Companies within thirty days by the Official Liquidator. Accordingly this application und er Section 481 of the Act is disposed of.