2018 (2) TMI 1192 - HC - Companies Law

Dissolution of company in voluntary winding up seeked - Held that - As there are no assets and properties nor any fund is available in the account of the company and that the Registrar of the Companies as well as other Government Departments have no objection if the company is allowed to be dissolved. The Court, having heard learned advocate for the Official Liquidator and having considered the contents of the present report with the documents annexed with the report and also having considered that there appears to be proper compliance of the provisions of Section 497 of the Act, finds that the prayers sought for in the present report could be granted. Company is ordered to be dissolved in terms of Section 497 of the Act. The Ex-directors of the company are directed to pay ₹ 10,000/- being expenses relating to filing of the present report to the office of the Official Liquidator within a period of three weeks from the date of receipt of intimation from the Official Liquidator for payment of such amount to the office of the Official Liquidator

Summary

Issues:
1. Dissolution of M/s.Vari Investments Private Limited under Section 497 of the Companies Act, 1956.
2. Compliance with legal procedures for voluntary winding up.
3. Assessment of company's financial position and liabilities.
4. Compliance with tax regulations and submission of necessary documents.
5. Official Liquidator's recommendation for dissolution.
6. Court's decision on the dissolution and related directions.

Analysis:
1. The applicant sought dissolution of M/s.Vari Investments Private Limited under Section 497 of the Companies Act, 1956. The company had submitted a Declaration of Solvency and passed a Special Resolution for voluntary winding up. The Voluntary Liquidator had fulfilled various legal requirements, including submitting final statements of accounts and convening meetings as per the Act and Rules.

2. The financial position of the company was assessed, showing assets and liabilities as of a specific date. Payments made, including costs for notices and returns to contributories, were detailed. The Voluntary Liquidator had also informed the Income Tax Department about their appointment and received confirmation of no outstanding tax demands.

3. Affidavits were submitted by the Directors declaring no outstanding dues to government departments and no pending prosecutions. The Registrar of Companies issued a "No Objection Certificate" for the dissolution. The Official Liquidator's report confirmed that the company's affairs were not conducted prejudicially and recommended dissolution.

4. The Court, after considering the report and compliance with Section 497, ordered the dissolution of the company. Ex-directors were directed to pay expenses for filing the report, and the Voluntary Liquidator was instructed to preserve the company's books of accounts for five years. The dissolution was granted, and the report was disposed of accordingly.