2009 (12) TMI 505 - HC - Companies Law

Summary

Issues: Dissolution of a company due to lack of assets and liabilities, payment to chartered accountant for preparing statement of affairs, settlement of list of creditors, audit of final accounts, realization of dues by authorities.

In this judgment, the court dealt with the issue of the dissolution of a company due to the absence of assets and liabilities. The Official Liquidator filed a report stating that the company ceased business in 1982, and its assets were disposed of in 1995-96 to pay off debts. The company was found to have no assets except for a liability of Rs. 11,93,478.92 and an additional demand from the E.S.I. Corporation. The court accepted the Official Liquidator's request to pay Rs. 12,000 to the chartered accountant for preparing the statement of affairs as required under the Companies Act, 1956.

Regarding the settlement of the list of creditors and audit of final accounts, the court dispensed with these requirements due to the lack of assets for realization. The court ordered the dissolution of the company as continuing the proceedings would not serve any useful purpose in the absence of funds and assets. The Official Liquidator was directed to forward a copy of the dissolution order to the Registrar of Companies within thirty days.

Furthermore, the judgment clarified that the Employees State Insurance Corporation could pursue the realization of dues from other liable parties, including ex-directors, in accordance with the law. This aspect ensured that the creditors' rights were protected despite the company's dissolution. The court's decision highlighted the practical approach taken in cases where companies lack the resources to continue operations or settle debts, emphasizing the importance of following legal procedures even in such circumstances to protect the interests of all parties involved.