2017 (12) TMI 1452 - HC - Companies Law

Voluntary winding up - Held that - The Court having considered the contents of the present report and having considered that as stated in the report, since the Voluntary Liquidator has already discharged his functions and the Official Liquidator having found that the affairs of the company does not seem to have been conducted in the manner prejudicial to the interest of its members, as also to the public interest, the prayers sought in the present report could be considered. In view of above, the company is ordered to be dissolved in terms of Section 497(6) of the Act. The Voluntary Liquidator shall deposit the amount of ₹ 10,000/- being expenses relating to filing of the present report with the Official Liquidator within a period of two weeks from today. The Voluntary Liquidator shall also preserve the books of accounts of the company for a period of five years from today.

Summary

Issues:
1. Application for dissolution of a company under Section 497(6) of the Companies Act, 1956.
2. Compliance with statutory requirements for voluntary winding up.
3. Financial position assessment and surplus distribution among shareholders.
4. Maintenance of proper books of accounts and tax liabilities.
5. Official Liquidator's report and recommendation for dissolution.
6. Court's decision on the dissolution and related directions.

Analysis:
1. The application sought the company's dissolution under Section 497(6) of the Companies Act, 1956, based on the Official Liquidator's report and prayers presented to the court.

2. The report detailed compliance with statutory requirements for voluntary winding up, including the appointment of a Voluntary Liquidator, publication of special resolutions, and filing of financial accounts with the Registrar of Companies.

3. A thorough assessment of the company's financial position was provided, showing assets, liabilities, surplus amount, and distribution among shareholders. The surplus amount was distributed as per the final statement of accounts.

4. The report confirmed the maintenance of proper books of accounts, absence of outstanding tax liabilities, and submission of affidavits declaring no dues to government departments or pending prosecutions.

5. The Official Liquidator recommended the company's dissolution, stating that the affairs were not conducted in a prejudicial manner, and requested the court to pass an order for dissolution and preservation of books of accounts.

6. The court, after considering the report and compliance with statutory provisions, ordered the company's dissolution under Section 497(6) of the Companies Act, 1956. The Voluntary Liquidator was directed to deposit expenses and preserve books of accounts for five years.

This judgment highlights the procedural adherence and financial status of the company, leading to its dissolution as per the statutory provisions and the Official Liquidator's recommendations. The court's decision ensures proper closure of the company's affairs in the interest of justice and compliance with legal requirements.