2017 (6) TMI 837 - HC - Companies Law

Winding up the Company voluntarily - Held that - Upon perusal of the Books of Accounts nothing objectionable has been noticed. No public interest elements have been involved. The Income Tax Department was also requested by the official liquidator to issue no due certificate. No reply has been received from the Income Tax Department. The Directors of the Company however, have filed affidavits duly notarized on 14.10.2015 declaring that there are no dues to the Government department or other authorities against the Company and no prosecution is pending. They also have agreed to indemnify in case any dues are found in future against the Company. The Registrar of Companies have also issued a letter of no objection against such winding up. From the facts above, it transpires that all necessary formalities have been completed and it is found that there is no objection to winding up the Company voluntarily and therefore, it is hereby directed that the Company shall stand dissolved from the date of this order. The Voluntary Liquidator shall preserve the books of accounts of the Company for the period of 5 years from today. He shall also ensure that the Official Liquidator is paid cost of ₹ 5,000/. The Official Liquidator s Report is disposed of accordingly

Issues:
1. Dissolution of a company under Section 497(6) of the Companies Act, 1956.
2. Preservation of company's Books of Accounts for 5 years.
3. Payment of office expenses to the Official Liquidator by the directors.
4. Shareholders and directors involved in the winding up process.
5. Approval of final accounts and distribution of surplus among shareholders.
6. Compliance with legal formalities for voluntary winding up.
7. Examination of company's Books of Accounts and clearance from relevant authorities.

Analysis:
1. The Official Liquidator requested the High Court to dissolve the company in accordance with Section 497(6) of the Companies Act, 1956, and to preserve the Books of Accounts for 5 years. The court directed the dissolution of the company and ordered the preservation of the books for the specified period.

2. The Official Liquidator also sought payment of office expenses amounting to approximately &8377;7,500 from the directors. The court directed the directors to pay the Official Liquidator a cost of &8377;5,000 and communicated the order to the Registrar of Companies.

3. The report presented details of shareholders and directors involved in the voluntary winding up process. Shareholders holding shares were listed, along with the directors' names, addresses, and shareholdings. The process of voluntary winding up was initiated with the filing of a declaration of solvency and the adoption of a resolution at an Extraordinary General Meeting.

4. The final accounts of the company were approved at a general meeting, and the surplus of &8377;15,057 was distributed among shareholders and contributors. The shareholders' meeting was held after necessary advertisements were published in newspapers and the Official Gazette.

5. The Official Liquidator confirmed that all formalities for voluntary winding up were completed without any objections. The examination of the Books of Accounts did not reveal any irregularities, and no public interest elements were found. The Income Tax Department was requested to issue a no due certificate, and the Registrar of Companies issued a letter of no objection.

6. The directors submitted affidavits declaring no dues to government departments or pending prosecutions. They agreed to indemnify in case of future dues against the company. Based on the compliance with legal requirements and absence of objections, the court ordered the dissolution of the company and disposal of the Official Liquidator's report.

This detailed analysis covers the key issues addressed in the judgment, providing a comprehensive overview of the legal proceedings and decisions made by the High Court in the case.

← Previous Next →