2019 (5) TMI 1420 - HC - Companies Law

Production of report filed under Rule 9 of the Companies (Court) Rules, 1959 read with Section 497(6) of the Companies Act, 1956 - voluntary winding up - HELD THAT - After considering the final statement of accounts, the final return Annexure C and the requirement of Section 497(6) of the Act having been fulfilled, the said return is taken on record and it is directed that the company under liquidation shall stand dissolved. Application allowed.

Summary

Issues:
1. Application for dissolution of a company under voluntary winding up.
2. Compliance with Companies Act, 1956 and Companies (Court) Rules, 1959.
3. Examination of final return and liquidator's report.
4. Approval of final statement of accounts and dissolution of the company.

Analysis:
1. The judgment deals with an application brought by the Official Liquidator for the dissolution of a company, M/s Jyothi Sheel Textile Company Private Limited, which was under voluntary winding up as per a resolution passed by the members. The company was incorporated in 1985, and the winding up process was initiated following a special resolution passed at an Extraordinary General Meeting in 2016. The liquidator appointed for the process conducted the affairs in accordance with Section 497 of the Companies Act, 1956, and finalized the winding up by 2018.

2. The Official Liquidator submitted a report, as required under Rule 9 of the Companies (Court) Rules, 1959, along with the final return of the company. The report indicated that the liquidator had realized a certain amount during the liquidation process, obtained a no due certificate from the Income Tax Department, and conducted the final meeting of members as per Section 497 of the Act. The final meeting unanimously approved the accounts submitted by the liquidator, fulfilling the provisions of the Act.

3. Upon examining the final return, the court found that the affairs of the company were not prejudicial to its members or the public interest. The liquidator's report, along with the final statement of accounts and compliance with Section 497(6) of the Companies Act, led to the decision to allow the dissolution of the company. The court directed that the company under liquidation shall stand dissolved, indicating the successful completion of the winding up process.

4. In conclusion, the judgment granted the Company Application for dissolution, signifying the culmination of the voluntary winding up process of M/s Jyothi Sheel Textile Company Private Limited. The compliance with legal provisions, submission of necessary reports, approval of accounts, and fulfillment of statutory requirements paved the way for the company's dissolution in accordance with the Companies Act, 1956.