2017 (12) TMI 241 - HC - Companies Law

Winding up petition - dissolution - Held that - As stated in the report since there are no assets left with the company and 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. In view of the above, the company M/s. Mahendra Syntex Pvt. Ltd. (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. The report stands disposed of accordingly.

Summary

Issues:
- Application for dissolution of the company under Section 481 of the Companies Act, 1956.
- Discharge and relief of the Official Liquidator from his duties.

Analysis:
1. Application for Dissolution: The Official Liquidator sought the dissolution of the company M/s. Mahendra Syntex Pvt. Ltd. under Section 481 of the Companies Act, 1956. The Official Liquidator had previously taken possession of the company's premises and complied with the winding-up order. The report detailed the compliance with the court's order to hand over possession of certain properties to an ex-director of the company. The fund position of the company was also presented, showing no assets or funds in the company's account. The Official Liquidator sent prior intimation letters for dissolution to relevant parties, and no objections were received. The Registrar of Companies, Gujarat, confirmed having no objection to the company's dissolution. The Official Liquidator submitted that due to the lack of assets and funds, further liquidation proceedings could not proceed, and it was in the interest of justice to dissolve the company.

2. Discharge of Official Liquidator: The advocate for the Official Liquidator stated that with no assets or funds in the company, there was no basis for further winding up proceedings. The Court, after hearing the advocate and reviewing the report, concurred that since the company had no assets or funds, there was no need for the Official Liquidator to continue with the winding up process. Consequently, the Court ordered the dissolution of the company under Section 481 of the Act. The Official Liquidator was discharged and relieved from his duties for winding up the company. It was directed that a copy of the order be forwarded to the Registrar of the company within 30 days.

In conclusion, the High Court of Gujarat ordered the dissolution of M/s. Mahendra Syntex Pvt. Ltd. (in liquidation) under Section 481 of the Companies Act, 1956, based on the Official Liquidator's report indicating the lack of assets and funds in the company. The Court discharged the Official Liquidator from his duties for winding up the company, as there was no further need to proceed with the liquidation process due to the absence of assets and funds. The Official Liquidator was instructed to send a copy of the dissolution order to the Registrar of the company within 30 days.