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2017 (12) TMI 240 - HC - Companies LawWinding up petition - Held that - As stated in the report since there are no assets left with the company and except the balance of ₹ 14,953/-, there are no funds with the company, there is now no need for the Official Liquidator to further proceed with winding up of the company. The company, therefore, could be dissolved under Section 481 of the Act and the Liquidator could be relieved and discharged from his duty for winding up of the company. At the same time, Ex-directors could be directed to give undertaking that if any liability in future arises in connection with the company (in liquidation), they shall be responsible for such liabilities. In view of the above, M/s. Ashmi Financial Consultancy Private Limited - the company (in liquidation) is ordered to be dissolved under Section 481 of the Act. The Official Liquidator is discharged and relieved from his duty for winding up of the company. The Official Liquidator shall forward the copy of the present order to the Registrar of the company within 30 days from today.
Issues: Dissolution of company under Section 481 of the Companies Act, 1956 and discharge of the Official Liquidator.
Analysis: 1. Dissolution of the Company: The Official Liquidator sought the dissolution of the company M/s. Ashmi Financial Consultancy Private Limited under Section 481 of the Companies Act, 1956. The report highlighted that the company had no assets except a bank balance of &8377; 14,953 and unsecured creditors of &8377; 7,42,832. The Official Liquidator opined that due to the lack of funds and assets, it was just and proper to dissolve the company in the interest of justice and shareholders. The report also mentioned that no cases or litigations were pending against the company. The Chartered Accountant's report confirmed the nil fund position of the company as of 30-09-2017, fulfilling the requirements of Rule 281 of the Companies Court Rules 1959. 2. Court's Decision: After considering the report and hearing the advocate for the Official Liquidator, the Court agreed that since the company had no assets other than a nominal bank balance, and there were no funds available, there was no need to proceed with winding up proceedings. The Court ordered the dissolution of M/s. Ashmi Financial Consultancy Private Limited under Section 481 of the Act. The Official Liquidator was discharged from his duties for winding up the company. The Court directed the Official Liquidator to inform the Registrar of the company about the dissolution within 30 days. Additionally, the ex-directors were instructed to provide an undertaking that they would be responsible for any future liabilities related to the company. 3. Conclusion: The Court's decision to dissolve the company and relieve the Official Liquidator was based on the lack of assets and funds, making further winding up proceedings unnecessary. The judgment ensured compliance with the Companies Act, 1956 and safeguarded the interests of creditors and shareholders by holding the ex-directors accountable for any future liabilities. The Official Liquidator's thorough report and the Chartered Accountant's certification played a crucial role in supporting the decision to dissolve the company.
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