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2018 (1) TMI 504 - HC - Companies LawDissolution of the company in liquidation under Section 481 of the Companies Act, 1956 - Held that - The Court, having heard learned advocate Ms.Chandarana and considered the contents of the report, finds that as certified by the Chartered Accountant, since there is no fund available with the company and there are no assets and properties of the company, the Official Liquidator shall not be now required to take any action in furtherance of winding up proceedings. Since there are no funds available in the company s account, it will be for the concerned authorities before which the proceedings are pending under the Employees Provident Fund Act against the company to proceed against the Ex-Directors if so permissible in law for the purpose of recovery of the provident fund dues. As stated in the report, since disbursement of the amount from the company s account took place in favour of the secured creditors and the workers, before the judgment rendered by the Hon ble Supreme Court in the case of E.P.F. Commissioner (2011 (11) TMI 639 - Supreme Court Of India), nothing could be done at this stage in connection with the provident fund dues for which proceedings are initiated by the concerned authorities under the Employees Provident Fund Act somewhere in the year 2013. In view of the above, the company in liquidation M/s.Anjali Coating Private Limited is ordered to be dissolved under Section 481 of the Act and the Official Liquidator attached to this Court is discharged and relieved from his duties as a liquidator of the company in liquidation. However, the Ex-Directors are directed to file undertaking within a period of two weeks from the date of receipt of this order that if any liability in future arises in connection with the company they will be responsible for such liability.
Issues:
1. Dissolution of the Company in Liquidation under Section 481 of the Companies Act, 1956 2. Discharge and relief of the Official Liquidator 3. Liability of Ex-Directors for future liabilities Analysis: Issue 1: Dissolution of the Company in Liquidation under Section 481 of the Companies Act, 1956 The Official Liquidator filed a report requesting the dissolution of the company in liquidation, M/s.Anjali Coating Pvt. Ltd., under Section 481 of the Companies Act, 1956. The report detailed the actions taken by the Official Liquidator, including the sale of company properties, disbursement of sale proceeds to secured creditors and workers, and the absence of funds in the company's account. The report also highlighted that no objections were received during the proposed dissolution process, and the company had no available assets for sale or funds to pay off debts. Issue 2: Discharge and Relief of the Official Liquidator The Court considered the report submitted by the Official Liquidator, which certified the lack of funds and assets in the company. As a result, the Official Liquidator was relieved from further actions related to the winding-up proceedings. The Court acknowledged the disbursement of funds to secured creditors and workers prior to a Supreme Court judgment prioritizing provident fund dues. It was noted that no recovery towards provident fund dues was possible due to the absence of funds in the company's account. Issue 3: Liability of Ex-Directors for Future Liabilities The Court ordered the dissolution of M/s.Anjali Coating Pvt. Ltd. under Section 481 of the Act and discharged the Official Liquidator from duties. However, the Ex-Directors were directed to file an undertaking within two weeks, stating their responsibility for any future liabilities arising in connection with the company. This directive aimed to ensure accountability for potential obligations that may arise post-dissolution. In conclusion, the Court approved the dissolution of the company in liquidation, discharged the Official Liquidator, and emphasized the Ex-Directors' obligation to assume responsibility for any future liabilities. The Official Liquidator was instructed to inform the Registrar of Companies about the dissolution within 30 days, and the report was disposed of accordingly.
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