2016 (2) TMI 91 - HC - Indian Laws

Company under liquidation - prayer for dissolution of company and Official Liquidator attached to this Hon ble Court may be discharged and relieved as Liquidator of M/s. Windsor Foods Ltd. - Held that - it is evident that as the Company in liquidation has no further realizable funds and assets, all the dues against the said Company have been settled and no claims survive, and as no objections have been received from any of the interested parties to the dissolution of the Company in liquidation, an appropriate order, as per Section 481 of the Act, can be passed. Hence, the following order M/s.Windsor Foods Pvt. Ltd., Company in liquidation, is hereby ordered to be dissolved from the date of this order.

Summary

Issues:
Dissolution of a company in liquidation under Section 481 of the Companies Act, 1956.

Detailed Analysis:

Issue 1: Dissolution of the Company in Liquidation
The Official Liquidator filed a report seeking the dissolution of the company in liquidation, M/s. Windsor Foods Pvt. Ltd., under Section 481 of the Companies Act, 1956. The company was ordered to be wound up in 2003, and the Official Liquidator took possession of its assets, settled dues with creditors, and made payments to shareholders in proportion to their holdings. Subsequently, the Official Liquidator sought permission to make payments towards income tax demands and refunds, which were approved by the court in various reports. The Official Liquidator confirmed that the company had no further realizable assets, all dues were settled, and no objections to dissolution were received.

Issue 2: Legal Basis for Dissolution
The Official Liquidator relied on Section 481 of the Companies Act, 1956, which allows for the dissolution of a company when its affairs have been completely wound up, and there are no further funds or assets for liquidation. The court referred to the Supreme Court judgment in Meghal Homes (P) Ltd. vs. Shree Niwas Girni K.K. Samiti, emphasizing that once an order of liquidation is passed, the court must ultimately dissolve the company if there are no further winding-up proceedings to conduct.

Issue 3: Court's Decision
After considering the submissions and verifying the financial status of the company, the court found that all dues were settled, no claims remained, and there were no objections to the dissolution. Consequently, the court ordered the dissolution of M/s. Windsor Foods Pvt. Ltd. from the date of the order. The Official Liquidator was discharged from their duties, and the Registrar of Companies was directed to update records accordingly.

In conclusion, the court granted the Official Liquidator's request for dissolution based on the lack of realizable assets, settlement of dues, and absence of objections, in accordance with Section 481 of the Companies Act, 1956.