2014 (7) TMI 18 - HC - Companies Law

Members voluntary winding up of the Company - Held that - On the queries put by the Court during the course of consideration of this matter, the Official Liquidator has placed on record a complete copy of Form No.32 as also the postal receipt dated 23.12.2011 whereby the complainant Shri Mahesh Khatri was requested to furnish the comments, if any. The Official Liquidator has also filed the affidavit verifying the fact that postal article sent to the complainant has not been returned undelivered. It is borne out that the Official Liquidator has not received any response from the complainant. As noticed, concerning the other complaint made on behalf of son of Shri Vasudev Khatri, it has been pointed out that the complainant s mother was nominee of late Shri Vasudev Khatri and she had already transferred her shares on the basis of the Will dated 07.03.1999. For the facts and details narrated in the report of the Official Liquidator and taking into consideration the circumstances, this Court is unable to find any basis to proceed with the complaints earlier made in relation to the petitioner-company. On an overall comprehension of the record, this Court is satisfied that the affairs of the company cannot be said to have been conducted in a manner prejudicial to the interest of its members or to the interest of public - Company M/s. Ganga Printex Pvt. Ltd. shall stand dissolved - Decided in favour of appellants.

Summary

Issues:
- Members' voluntary winding up petition under Section 433(a) read with Section 486 of the Companies Act, 1956.

Analysis:
1. The petition was filed for the voluntary winding up of the company M/s. Ganga Printex Pvt. Ltd. The company had an authorized share capital of Rs. 10,00,000 divided into 1,00,000 equity shares of Rs. 10 each. Initially, there were five directors, but due to resignations and demise, only two directors remained. A Special Resolution for voluntary dissolution was passed in an extraordinary general meeting on 27.03.2009, leading to the filing of this petition for voluntary winding up.

2. The Official Liquidator was appointed to oversee the winding up proceedings. The Official Liquidator submitted a detailed report outlining the steps taken for convening the Extraordinary General Meeting, filing final statements of accounts with the Registrar of Companies, and distribution of assets to the remaining directors. The report also confirmed the absence of pending cases against the company or its directors in court.

3. Complaints regarding the company's affairs were raised by individuals, including a complaint forwarded by the Registrar of Companies, Rajasthan. The Official Liquidator addressed these complaints and sought responses from the concerned parties. Despite the complaints, no objections were raised during the liquidation proceedings, and it was established that the affairs of the company were not conducted in a prejudicial manner.

4. The Court, after considering the Official Liquidator's report and the circumstances, concluded that there was no basis to proceed with the earlier complaints against the company. The Court found that the company's affairs were not detrimental to the interests of its members or the public. Consequently, the petition was allowed, and M/s. Ganga Printex Pvt. Ltd. was ordered to stand dissolved from 15.02.2012, the date of submission of the Official Liquidator's report.