2009 (1) TMI 484 - HC - Companies Law

Winding up - Statement of affairs to be made to Official Liquidator - Held that - 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 under section 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 Liquidator again for re-examining the issue and passing the appropriate order in the light of observations made above.

Summary

Issues:
1. Interpretation of section 454(4) regarding payment of costs and expenses incurred by a person making or concurring in making a statement of affairs.
2. Rejection of bill by the Official Liquidator and the subsequent legal proceedings.
3. Authority of surviving Director to present details of expenses on behalf of deceased Director.

Analysis:
1. The judgment delves into the interpretation of section 454(4) concerning the payment of costs and expenses incurred by individuals making or concurring in making a statement of affairs. The Court notes that the surviving Director, in this case, had the authority to submit details of expenses on behalf of the deceased Director. The Official Liquidator is directed to re-examine the issue, ensuring that the surviving Director concurs with the previously submitted statement of affairs and examines the details of expenses in accordance with the law.

2. The Official Liquidator had rejected the bill submitted by the surviving Director through a power of attorney. The counsel for the Official Liquidator argued that only the person making or concurring in making the statement of affairs should be paid costs and expenses. However, the Court emphasized that the surviving Director was competent to provide details of expenses, especially considering the death of the other Director who initially submitted the statement. The matter is remitted to the Official Liquidator for re-examination and a new decision based on the Court's observations.

3. The judgment addresses the authority of the surviving Director to present details of expenses on behalf of the deceased Director. It highlights the practical impossibility of expecting a deceased Director to produce proof or details of expenses. The Court emphasizes that the surviving Director, being the only competent person with personal knowledge, can concur in the statement of affairs and provide necessary details. The Official Liquidator is instructed to re-examine the issue and make a decision based on the surviving Director's submissions and the correctness of the bill revised on a specific date.