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2017 (6) TMI 141 - HC - Companies LawDissolution of company - application under the provisions of section 481 of the Companies Act, 1956 - Official Liquidator may kindly be discharged as Liquidator of the said Company - Held that - It has been asseverated by learned counsel appearing on behalf of the Official Liquidator that, looking to the overall circumstances, nothing survives in the accompanying winding up petition, inasmuch as, no assets of the Petitioner Company (In Liqn.) remain with the Official Liquidator. In view of the foregoing, the present application is allowed. The Petitioner Company (In Liqn.) shall stand dissolved under the provisions of section 481 of the Act.The Official Liquidator is exempted from carrying out/filing of the statutory audit of Half yearly/ Annual Accounts of the Petitioner Company (In Liqn.). Let books of accounts of the Petitioner Company (In Liqn.), maintained by the Official Liquidator, be closed. The Official Liquidator is permitted to transfer the aforesaid amount, in the sum of ₹ 1,42,321.36/-, to the Reserve Bank of India in the account of public fund.The Official Liquidator stands discharged qua the Petitioner Company (In Liqn.). A copy of this order be sent to the Registrar of Companies within thirty days.The present application is disposed of accordingly.
Issues: Dissolution of Company under Section 481 of the Companies Act, 1956
Detailed Analysis: 1. Background and Application: The Official Liquidator filed an application under Section 481 of the Companies Act, 1956, seeking the dissolution of M/s Emkay International Ltd., which was previously directed to be wound up by the Court. The application also requested the closure of accounts and transfer of remaining funds to the Reserve Bank of India. 2. Possession of Company Premises: The Official Liquidator attempted to take possession of the company's registered office and other premises but faced obstacles due to residential occupation by individuals not related to the company. This hindered the process of winding up and asset realization. 3. Compliance with Court Orders: Various steps were taken in compliance with court orders, including issuing notices to ex-directors for recording statements and inviting claims against the company. Efforts were made to locate regional offices and shift records to the Official Liquidator's office. 4. Financial Matters and Claims: The sale of company assets, like a car, and the submission of balance sheets by Chartered Accountants were highlighted. Claims by ex-directors were scrutinized, with one claim being rejected initially but later reconsidered and partially settled. 5. Legal Precedents and Decision: The Official Liquidator relied on legal precedents, citing the Supreme Court's decision in Meghal Homes (P) Ltd. v. Shree Niwas Girni K.K. Samiti, to support the dissolution of the company under Section 481 of the Act due to the completion of winding-up proceedings and lack of remaining assets. 6. Court Order and Discharge: The Court allowed the application, ordering the dissolution of the company, exemption from statutory audits, closure of accounts, transfer of remaining funds to the Reserve Bank of India, and discharge of the Official Liquidator from responsibilities related to the company. The Registrar of Companies was to be informed of the order, and the application was disposed of accordingly.
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