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2017 (8) TMI 1145 - HC - Companies LawLiquidation proceedings - application moved by the Official Liquidator for final winding up in the matter - Held that - The official liquidator is of the view that no fruitful purpose would be achieved by keeping the liquidation proceedings pending. Accordingly, the Official Liquidator has preferred the present application u/s 481 of the Companies Act, 1956 seeking Dissolution of the Company (in liquidation) as neither any amount/assets need to be realized nor any claim requires to be settled/disbursed. In the circumstances, respondent company namely M/s Cartel Attrie Private Limited is dissolved under Section 481 of the Companies Act, 1956 and Official Liquidator is discharged as liquidator of company. The Official Liquidator is also allowed to make payment of ₹ 18,320/- to M/s Rai and Company, Chartered Accountant towards their professional fees from common pool fund. The audit of the half yearly/annual accounts of the company (in liquidation) to be filed with this Court is also dispensed with as official liquidator is permitted to close the books of account after setting off/adjusting losses of amount of Rs.(-) 90,165/- from the common pool fund. A copy of this order be filed by the Official Liquidator with the Registrar of Companies within the statutory period, as provided for in the Act.
Issues:
Claim for repayment of loan with interest, appointment of provisional liquidator, final winding up order, inspection of company records, valuation of goods, submission of Statement of Affairs, dismissal of application under Companies Act, 1956, claims by workman, release of funds, shifting of records, dissolution of the company, payment of professional fees, closure of accounts. Analysis: 1. The petitioner filed a petition under section 439(1) (b) of the Companies Act, 1956 seeking repayment of a loan amount with interest against the respondent company. The respondent defaulted in repayment, leading to the appointment of a provisional liquidator and subsequent final winding up order by the Court. 2. The Official Liquidator inspected the company records and issued notices to the ex-directors for handing over assets, records, and books of accounts. Valuation of goods was conducted, and possession was handed over to the highest bidder after a sale was conducted. 3. Statements of Affairs were filed by the ex-directors but were found to be defective, leading to the dismissal of an application under the Companies Act, 1956. The ex-directors were called upon to submit complete records, but discrepancies arose regarding the availability of records in a sold computer. 4. Claims were invited, including one by a workman with a court award in his favor. Funds were released to certain entities as per court orders, and records were shifted to the Official Liquidator's office. The company's financial position was assessed, showing a negative fund balance. 5. Due to the lack of assets and funds for settlement, the Official Liquidator sought dissolution of the company under Section 481 of the Companies Act, 1956. The Court granted the dissolution, discharged the Official Liquidator, and permitted payment of professional fees from the common pool fund. 6. The audit of accounts was dispensed with, and the Official Liquidator was allowed to close the books of account after adjusting losses. The Official Liquidator was directed to file a copy of the order with the Registrar of Companies within the statutory period, leading to the disposal of the petition and related applications. 7. The Court canceled a previously fixed date in the matter, concluding the proceedings related to the dissolution and winding up of the company.
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