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2013 (1) TMI 77 - HC - Companies LawDissolution of the Company - The Company was wound up on 17.09.1999 - no signboard of company name found on registered office & factory premises - Held that - No useful purpose would be served in keeping the company alive. As per the books of account maintained by the office of Official Liquidator the fund position of the company as on 20.11.2012 is Rs. 89,724/-. 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 cannot 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. This puts an end to the winding-up process. In view of the this decision and the facts and circumstances of this case, the liquidation proceedings deserve to be brought to an end. The Official Liquidator is permitted to transfer the balance fund i.e. Rs.89,724/available in the Company s account to the Reserve Bank of India after creating provision for payment of government fee, audit fee and other liquidation expenses. A copy of this order shall be communicated to the Registrar of Companies within 30 days by the Official Liquidator.
Issues involved:
1. Application under Section 481 of the Companies Act, 1956 seeking dissolution of M/s. Trishakti Electronics (P) Ltd. 2. Lack of signboards at the registered office and factory premises of the company. 3. Statements of ex-directors revealing the only asset of the company and handling of business by Vipin Sahni. 4. Non-filing of statement of affairs by ex-directors and disposal of applications under Sections 468/477 of the Companies Act. 5. Details of secured creditors and discharge of dues by UPFC. 6. Purchase of factory premises by Kalpatru Export (P) Ltd. and inability to take possession of assets. 7. Inability to trace addresses of other ex-directors and steps taken for inviting claims. 8. Deposit of ad-hoc rent, publication of claim notices, and payment to petitioning creditor. 9. Lack of assets for realization and fund position of the company. 10. Dissolution of the company under Section 481 of the Companies Act based on Supreme Court decision and liquidation proceedings closure. Analysis: 1. The application was filed under Section 481 of the Companies Act, 1956 for the dissolution of M/s. Trishakti Electronics (P) Ltd., which was wound up on 17.09.1999. The company's registered office and factory premises lacked signboards, leading to difficulties in identification. 2. Statements from ex-directors revealed that the company's only asset was the factory at C-42, Sector-2, Noida. However, the ex-directors did not file the statement of affairs or hand over records, causing challenges in the liquidation process. 3. The details of secured creditors, including UPFC, State Bank of Hyderabad, and SRF Finance Ltd., were obtained. UPFC had settled its dues, and the State Bank of Hyderabad had assigned the account to ARCIL, complicating the asset tracing process. 4. The inability to take possession of assets due to the purchase of the factory premises by Kalpatru Export (P) Ltd. further hindered the liquidation proceedings. Efforts to trace other ex-directors' addresses were unsuccessful. 5. Steps were taken to invite claims, including the publication of claim notices and payment to the petitioning creditor. However, no other claims were received, indicating the lack of assets for realization. 6. Considering the Supreme Court decision in Meghal Homes (P) Limited Vs. Shree Niwas Girni K.K. Samiti & ors. (2007)7 SCC 753, the court decided to dissolve M/s. Trishakti Electronics (P) Ltd. under Section 481 of the Companies Act, permitting the transfer of remaining funds to the Reserve Bank of India and closure of the company's books of account. The Official Liquidator was discharged, and the files and records of the company were to be consigned to the record room, concluding the liquidation proceedings.
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