2018 (2) TMI 1267 - HC - Companies Law

Winding up petition - Held that - The Court, having heard learned advocate Ms. Chandarana for the appellant and having considered the contents of the report with the documents annexed therewith especially liquidator s Statement of Account for the windup, finds that the prayers made for dissolution of the company could be granted in exercise of powers under Section 497 of Act. In view of the above M/s. Kelur Investments Private Limited (the Company in voluntary windup) is order to be dissolved under Section 497 of the Act from the date of the report. However, the voluntary liquidators Ms. Gira Sarabhai, Mr. A.R. Mehta and Mr. D.S. Mehta, shall preserve the Books of Account of the company for a period of 5 years from the date of the report. The Directors of the company shall pay office expenses of ₹ 10,000/- to the official liquidator for submitting present report within a period of three weeks from the date of intimation of the present order to them.

Summary

Issues:
1. Compliance with provisions of the Companies Act, 1956 for voluntary winding up.
2. Submission of necessary documents by voluntary liquidators.
3. Consideration for dissolution of the company under Section 497 of the Companies Act, 1956.
4. Payment of office expenses to the official liquidator.

Compliance with Companies Act, 1956 for voluntary winding up:
The company passed a special resolution for voluntary winding up and appointed liquidators with a nil remuneration. Declarations of solvency were filed, and necessary forms were submitted to the Registrar of Companies. However, the voluntary liquidators failed to submit a copy of newspaper publication as required by Sections 485(1) and 497 of the Act.

Submission of necessary documents by voluntary liquidators:
The voluntary liquidators submitted the final statement of accounts to the Registrar of Companies and the Official Liquidator. They also published notices for the final meeting of members in newspapers and the Official Gazette. Affidavits were furnished declaring no outstanding dues or pending prosecutions. The Registrar of Companies issued a No Objection Certificate (NOC) after due diligence.

Consideration for dissolution of the company under Section 497:
The Court, after reviewing the report and documents, found that the prayers for dissolution of the company were justified under Section 497 of the Companies Act, 1956. The company was ordered to be dissolved from the date of the report, and the voluntary liquidators were directed to preserve the Books of Account for five years.

Payment of office expenses to the official liquidator:
Directors of the company were directed to pay office expenses of ?10,000 to the official liquidator for submitting the report within three weeks from the date of intimation of the order. The Court disposed of the report accordingly.

This judgment showcases the importance of compliance with statutory provisions for voluntary winding up, submission of necessary documents, considerations for dissolution under Section 497, and the obligation to cover office expenses incurred by the official liquidator.