2015 (3) TMI 413 - HC - Companies Law

Application by Office Liquidator in relation to declaration of dividend - To seek dispensation of filing of Form 137 - To seek permission of sending Form 138 by speed post instead of under certificate of posting - Held that - Insofar as the permission to declare the interest at 4% per annum as sought is to be permitted as the same being done pursuant to the orders of this Court. Insofar as dispensation of publication of notice of declaration in Form 137, the same is also granted. Insofar as other permission that has been sought requires consideration in the background of the application filed in C.A.No. 1348/2014, which is filed by M/s.Mysore Acetate and Chemicals Company VRS Employees Association. In the said application, they seek that the interest on the claim made by the members of the applicant/association be paid to the association in compliance of the order passed in C.A.No. 1072/2011. The applicant therein, infact, is seeking to facilitate the payment to its members as they are scattered in different parts of the State and the Official Liquidator may not be in a position to contact each of them. The Official Liquidator, therefore, instead of dispatching Form 138 through 'speed post' shall deliver the same to the office bearers of the applicant in C.A.No. 1348/2014. The office bearers shall secure all particulars from its members including the details of their bank account number so as to facilitate payment by RTGS to the concerned employees. The necessary documents, which are to be obtained from members of the applicant in C.A.No. 1348/2014, shall be delivered to the office bearers by the Official Liquidator. On submission of the details, the payment to be made in respect of each of the employees, who are the members of the association, shall be done forthwith to the account number furnished by the association on behalf of the employees. If the applicant/association does not furnish the details of all the 517 members, payment as indicated shall be made only in respect of the employees, whose details are furnished by the applicant/association. In respect of unclaimed dividend, Official Liquidator is permitted to comply with the provision of Section 555 of the Companies Act. Leave to open the account is also granted.

Summary

Issues:
1. Permission to declare interest on claims made by ex-employees of a company in liquidation.
2. Dispensation of publication of notice of declaration.
3. Facilitation of payment to ex-employees through an association.
4. Transfer of unclaimed dividend in compliance with the Companies Act.
5. Leave to open a separate dividend account.

Analysis:
1. The Official Liquidator filed OLR 391/2014 seeking permission to declare interest at 4% per annum on claims made by ex-employees of the company in liquidation, as directed by a previous court order dated 11.01.2013. The request included dispensation of Form 137 publication and sending Form 138 by 'speed post' instead of 'under certificate of posting'.

2. The court permitted the interest declaration at 4% per annum and granted dispensation of publication of notice of declaration in Form 137. However, further permissions required consideration in light of Company Application No. 1348/2014 filed by an association seeking payment facilitation to its scattered members.

3. To address the scattered ex-employees' situation, the Official Liquidator was directed to deliver Form 138 to the association's office bearers for securing necessary details, including bank account numbers, to facilitate RTGS payments. Payment would be made to the association on behalf of its members. If all details were not furnished, payment would be made only for employees with provided information.

4. Regarding unclaimed dividend, the Official Liquidator was permitted to comply with Section 555 of the Companies Act. Leave was granted to open a separate dividend account in Punjab National Bank, Hudson Circle, Bangalore for the specified amount.

5. To ensure timely action, the association's office bearers were instructed to contact the Official Liquidator's office within two weeks, providing necessary documents. Subsequently, the association had two weeks to submit employee details for payment processing, with the Official Liquidator required to transfer funds to employees' accounts within two weeks of receiving the necessary forms.

In conclusion, the court disposed of OLR 391/2014 and CA.No. 1348/2014, providing detailed instructions for the Official Liquidator and the association to facilitate the payment process for ex-employees of the company in liquidation.