2017 (12) TMI 242 - HC - Companies Law

Winding up petition - Held that - Having gone through the contents of the report with the certificate of the Chartered Accountant stating that as on 06.10.2017, there is Nil balance in cash, in Bank and in FDR in the name of the company and having considered that the Registrar of the company has given No Objection Certificate for finally winding up of the company, finds that the company having no assets / properties and left with no fund, there is no need for the Official Liquidator to further proceed with winding up of the company. In view of the above, the company (in liquidation) is required to be dissolved under Section 481 of the Act and the Official Liquidator is required to be discharged and relieved as Liquidator of the company.

Summary

Issues:
1. Dissolution of M/s. Shri Sainath Proteins Ltd. under Section 481 of the Companies Act, 1956.
2. Discharge and relief of Official Liquidator as Liquidator of the company (in liquidation).

Analysis:
Issue 1: The Official Liquidator filed a report seeking the dissolution of M/s. Shri Sainath Proteins Ltd. under Section 481 of the Companies Act, 1956. The report detailed the actions taken by the Official Liquidator, including attempts to take possession of the company's registered office and factory premises. It was noted that the premises of the registered office did not belong to the company in liquidation, and the factory premises had been sold to another entity under the SARFAESI Act, preventing the Official Liquidator from taking possession. The Official Liquidator also invited claims under Section 529A of the Companies Act, 1956, but no claims were received. The fund position of the company showed nil balance in the bank and fixed deposit accounts.

Issue 2: The Official Liquidator, in compliance with Rule 281 of the Companies (Court) Rules, 1959, appointed Chartered Accountants for an auditor's certificate, which confirmed the absence of funds in the company's accounts. The Registrar of Companies, Gujarat, provided a No Objection Certificate for the dissolution of the company. The Court, after considering the report, the certificate of the Chartered Accountant, and the Registrar's No Objection Certificate, concluded that since the company had no assets, properties, or funds, there was no need for the Official Liquidator to continue with the winding-up process. Consequently, the Court ordered the dissolution of M/s. Shri Sainath Proteins Ltd. under Section 481 of the Companies Act, 1956, and relieved the Official Liquidator from their duties as the Liquidator of the company.

In conclusion, the Court accepted the report, ordered the dissolution of the company, and relieved the Official Liquidator from their responsibilities. The Official Liquidator was directed to forward a copy of the order to the Registrar of Companies within 30 days.