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2012 (10) TMI 696 - HC - Companies LawWinding up - Held that - As decided in Meghal Homes (P) Limited Vs. Shree Niwas Girni K.K. Samiti & ors 2007 (8) TMI 447 - SUPREME COURT OF INDIA when the affairs of the Company had been completely wound up or the Court finds that the 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 the liquidation proceedings deserve to be brought to an end. Considering the facts and circumstances of this case, the liquidation proceedings deserve to be brought to an end. M/s Crown Sales (I) Pvt. Ltd. is dissolved under Section 481 of the Companies Act. The Official Liquidator is also permitted to transfer the balance fund available in the Company s account to the Reserve Bank of India after creating provision or making payment towards the government fee, audit fee and liquidation expenses. The Official Liquidator is permitted to close the books of account of the company with the copy of this order communicated to the ROC within 30 days by the Official Liquidator.
Issues:
1. Dissolution of the company M/s. Crown Sales (I) Pvt. Ltd. 2. Compliance with Companies Act requirements. 3. Verification of financial statements by the Chartered Accountant. 4. Liquidation proceedings and fund transfer. Analysis: Issue 1: Dissolution of the company M/s. Crown Sales (I) Pvt. Ltd. The petitioner sought dissolution of the company under Section 481 of the Companies Act, 1956, as the company was provisionally wound up on 31.08.2005, with the final winding-up order passed on 30.11.2010. The two directors of the company were Mr. Charan Shah Kohli and Mr. Sanjay Kohli, with Mr. Charan Shah Kohli having expired on 09.01.2009. The ex-director, Mr. Sanjay Kohli, filed a revised unaudited Balance Sheet in compliance with the court's order, showing various financial details. Despite directions to provide complete information, no response was received. The court, considering the Supreme Court's decision in Meghal Homes (P) Limited Vs. Shree Niwas Girni K.K. Samiti & ors., ordered the dissolution of M/s. Crown Sales (I) Pvt. Ltd., allowing the Official Liquidator to transfer the remaining funds to the Reserve Bank of India after settling necessary fees and expenses. Issue 2: Compliance with Companies Act requirements The Official Liquidator had filed a report indicating the winding-up of the company and the lack of claims received except from the petitioning creditor. The court noted the deficiency in the statement of affairs provided by Mr. Sanjay Kohli and the absence of supporting documents for the petitioning creditor's claim. The fund position of the company was disclosed as Rs. 1,90,712/-. The court disposed of the report after considering the facts presented. Issue 3: Verification of financial statements by the Chartered Accountant The Chartered Accountant appointed by the court refused to verify the new Balance Sheet filed by Mr. Sanjay Kohli due to missing records. Consequently, an application was filed by the Official Liquidator under Sections 468 and 477 of the Companies Act, resulting in a direction for Mr. Sanjay Kohli to pay fines to the Official Liquidator and the Chartered Accountant. These fines were duly paid, and the lack of other assets for realization was acknowledged. Issue 4: Liquidation proceedings and fund transfer The court ordered the dissolution of the company, allowing the Official Liquidator to transfer the remaining funds to the Reserve Bank of India after settling fees and expenses. The Official Liquidator was directed to close the company's books of account and communicate the order to the Registrar of Companies within 30 days. Consequently, the Company Petition No. 334/2003 and Co. A. 2197/2011 were disposed of, and the Official Liquidator was discharged, with the files and records of the company to be consigned to the record room.
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