2018 (2) TMI 1331 - HC - Companies Law

Scheme of dissolution - Held 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. In view of above, the 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. The Voluntary Liquidator shall preserve the books of accounts of the company for a period of five years from the date of the report.

Summary

Issues:
1. Application for dissolution of a company in voluntary winding up under Section 497 of the Companies Act, 1956.
2. Compliance with the provisions of Section 497 and other relevant provisions of the Companies Act, 1956 and Companies (Court) Rules, 1959.
3. Payment of expenses for filing the dissolution report.
4. Preservation of company's books of accounts for five years post-dissolution.

Analysis:
1. The Official Liquidator filed a report seeking the dissolution of a company in voluntary winding up under Section 497 of the Companies Act, 1956. The company had passed a special resolution for voluntary winding up, appointed liquidators, and completed necessary formalities as per the Act. The final statement of accounts was approved at a general meeting, and the Official Liquidator confirmed compliance with the relevant rules and regulations.

2. The Official Liquidator submitted that after scrutinizing the company's records, it was found that the affairs were conducted without prejudice to the interests of members or the public. The compliance with Section 497 and other applicable provisions was satisfactory. The Registrar of Companies issued a No Objection Certificate (NOC) for dissolution. The Court, after considering the report and documents, found proper compliance with Section 497 and granted the prayers for dissolution.

3. The advocate for the Official Liquidator confirmed that there were no assets or funds left in the company, and the Registrar of Companies had no objection to the dissolution. The Court, after hearing the advocate, ordered the dissolution of the company and directed the ex-directors to pay expenses of &8377;10,000 for filing the report. The Voluntary Liquidator was instructed to preserve the company's books of accounts for five years post-dissolution.

4. Consequently, the Court ordered the dissolution of the company in accordance with Section 497 of the Act. The ex-directors were given three weeks to pay the expenses to the Official Liquidator. The Voluntary Liquidator was mandated to preserve the company's books of accounts for the stipulated five-year period. The report was disposed of accordingly, concluding the matter.