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2012 (9) TMI 211 - HC - Companies LawWinding up of company - application moved by Official Liquidator u/s 481 for dissolution of company - possession of the Regd. Office of the Company could not be taken - no assets available for realization - non-availability of books of accounts - factory premises and Fixed assets at factory taken over by UPEC and sold under SARFASI Act - no claims received by the Official Liquidator by secured & unsecured creditors and workmen of the company - Held that - Supreme Court in case of Meghal Homes (P) Ltd. v. Shree Niwas Girni K.K. Samiti, held that when Official Liquidator can not proceed with the winding up of the Company for want of funds or for any other reason, the Court can make an order dissolving the Company from the date of that order. In view of aforesaid, the liquidation proceedings deserve to be brought to an end. The present application and the Company Petition No. 354/2005 are disposed off and the Official Liquidator is discharged.
Issues:
1. Application under Section 481 of the Companies Act, 1956 for dissolution of the company and deposit of liquidation expenses. 2. Appointment of Official Liquidator and winding up proceedings. 3. Possession of company assets and records. 4. Claims by creditors and workmen. 5. Dissolution of the company and allocation of liquidation expenses. Analysis: 1. The Official Liquidator filed an application under Section 481 of the Companies Act, 1956, seeking dissolution of the company M/s. Sood Tech Private Limited (in liqn.) and requesting ex-directors to deposit a sum of Rs. 50,000 as liquidation expenses. The application also sought permission to transfer funds to the common pool, close the company's accounts, and discharge the Official Liquidator from further proceedings. 2. The Official Liquidator was appointed as the Provisional Liquidator by a court order dated 10.10.2006, followed by a final winding-up order on 12.01.2010. The Official Liquidator reported difficulties in taking possession of the company's assets at various locations, including the registered office and factory premises. 3. The records of the company were found to be located at different premises due to actions taken by the Uttar Pradesh Financial Corporation (UPFC) under the SARFASI Act. The company was declared sick in 1999, and subsequent investigations revealed no assets or loans against the company. 4. Despite inviting claims from secured and unsecured creditors and workmen, no claims were received by the Official Liquidator. It was confirmed that no other assets were available for realization, and the company's fund position was negative, leading to the conclusion that continuing the winding-up process would serve no useful purpose. 5. Citing the Supreme Court decision in Meghal Homes (P) Ltd. v. Shree Niwas Girni K.K. Samiti, the court ordered the dissolution of M/s. Sood Tech Private Limited. The ex-directors were directed to deposit Rs. 10,000 each towards liquidation expenses. The Official Liquidator was permitted to close the company's books, communicate the order to the Registrar of Companies, and was discharged from further proceedings, with the company's files and records to be archived.
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