2018 (2) TMI 1193 - HC - Companies Law

Dissolution of company - Held that - As stated in the present report, there are no assets and properties of the company nor any fund is available in the account of the company and, therefore, that the Registrar of the Companies as well as other Government Departments have no objection if the company is allowed to be dissolved. 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.

Summary

Issues:
1. Prayers for dissolution of a company under Section 497(6) of the Companies Act, 1956.
2. Compliance with provisions of Section 497 and other relevant provisions of the Companies Act, 1956 and Companies (Court) Rule, 1959.

Analysis:

Issue 1: Prayers for Dissolution of the Company
The Official Liquidator filed a report with prayers for the dissolution of the company under Section 497(6) of the Companies Act, 1956. The report sought the company's dissolution from the date of submission, preservation of books of accounts for five years, payment of office expenses, and any other appropriate orders in the interest of justice. The report detailed the special resolution passed for winding up, appointment of the liquidator, submission of solvency declaration, appointment of voluntary liquidator, final statement of accounts, receipts, payments, and compliance with legal requirements.

Issue 2: Compliance with Legal Provisions
The report highlighted compliance with various legal provisions, including the special resolution for winding up, submission of solvency declaration, appointment of voluntary liquidator, publication of notices, approval of final accounts, intimation to tax authorities, and issuance of NOC by the Registrar of Companies. The Official Liquidator confirmed that the company's affairs were not conducted in a prejudicial manner and recommended the company's dissolution based on the compliance with Section 497 and other relevant provisions of the Companies Act, 1956, and Companies (Court) Rule, 1959.

The advocate for the Official Liquidator presented that the company's affairs were not prejudicial and that compliance with Section 497 had been met. The Court, after considering the report, documents, and compliance with legal provisions, granted the prayers for dissolution. The company was ordered to be dissolved under Section 497 of the Act. Ex-directors were directed to pay office expenses, and the Voluntary Liquidator was instructed to preserve the books of accounts for five years from the report date.

In conclusion, the Court approved the dissolution of the company based on the Official Liquidator's report, compliance with legal requirements, and the absence of objections from relevant authorities. The judgment ensured the proper winding up of the company in accordance with the Companies Act, 1956, and relevant rules, safeguarding the interests of members and the public.