2017 (11) TMI 893 - HC - Companies Law

Voluntary winding up of the company - Held that - The Court, having heard learned advocate Mr.Hasurkar and having gone through the present report, finds that there appears to be a satisfaction reached by the Official Liquidator that the Voluntary Liquidator had submitted all requisite records and documents for voluntary winding up of the company and had also complied with relevant provisions of the Act for such purpose and that the affairs of the company does not seem to have been conducted prejudicial to the interest of the members of the company and against the public interest. The Court, therefore, finds that the report needs to be accepted and the prayers made therein are required to be granted.

Summary

Issues:
1. Application for dissolution of a company in voluntary winding up under Section 497(6) of the Companies Act, 1956.

Analysis:
The Official Liquidator filed a report seeking the dissolution of a company, M/s. Natraj Finsec (India) Private Limited, under Section 497(6) of the Companies Act, 1956. The report detailed the prayers made, including taking the report on record, ordering the company's dissolution, directing the Voluntary Liquidator to preserve books of accounts, and requesting payment for office expenses. The Voluntary Liquidator had submitted all necessary records and documents related to the voluntary winding up process, followed procedures, held final meetings, and complied with relevant provisions. Affidavits were furnished stating no outstanding dues or pending prosecutions. The Official Liquidator also notified the Deputy Commissioner of Income Tax and the Registrar of Companies, receiving a No Objection Certificate from the latter.

The learned advocate representing the Official Liquidator confirmed that all required compliances under Section 497 and other relevant provisions for voluntary winding up were met. He asserted that the company's affairs were not conducted in a manner prejudicial to the members' interests or public interest. Consequently, he requested the Court to order the company's dissolution in accordance with Section 497 of the Act. After considering the advocate's submission and reviewing the report, the Court noted the Official Liquidator's satisfaction with the Voluntary Liquidator's submission of records, compliance with relevant provisions, and the non-prejudicial conduct of the company's affairs. Consequently, the Court found merit in accepting the report and granting the prayers for dissolution and cost recovery as per paragraphs No.15(b) and 15(c) of the report.

In conclusion, the Court accepted the Official Liquidator's report and granted the prayers for the company's dissolution and cost recovery. The decision was based on the Official Liquidator's satisfaction with the voluntary winding up process's compliance and the non-prejudicial conduct of the company's affairs, as detailed in the report.