2020 (3) TMI 642 - HC - Companies Law

Dissolution of Company - HELD THAT - The prayer made in the petition is allowed and the Company is wound up and shall be deemed to be Dissolved with effect from the date of the filing of the present petition, i.e. 02.03.2020. Petition disposed off.

Summary

Issues:
Company petition under Section 497 (6) of the Companies Act, 1956 for dissolution of a company - Voluntary winding up process - Appointment of Voluntary Liquidator - Submission of accounts and documents - Settlement of dues with Income Tax Department - No objection from Registrar of Companies for dissolution - Indemnity bond by ex-Directors - Dissolution of the Company.

Analysis:
The company petition was filed seeking the dissolution of the company, Nirex Industries Private Limited, under Section 497 (6) of the Companies Act, 1956. The company was incorporated on 02.04.1960, with a registered office in Delhi. The authorized share capital was ?5,00,000 divided into 5000 equity shares. The paid-up capital was ?4,81,300 held by various shareholders. The Directors at the time of voluntary winding up resolution were Mr. Manoj Barman and Mr. Sushil Barman.

The Board of Directors, in a meeting, approved a declaration of solvency and filed it with the Registrar of Companies. An extraordinary General Meeting was held where a special resolution for voluntary liquidation was passed, appointing Mr. Arvind Chaudhary as the Voluntary Liquidator. Notifications regarding the appointment of the Voluntary Liquidator and the final General Meeting were duly published as required by law.

The Voluntary Liquidator filed the accounts of the company within the prescribed period, showing recovery and expenditures during the winding up process. The Official Liquidator confirmed the settlement of dues with the Income Tax Department and no pending liabilities. The Registrar of Companies had no objection to the dissolution of the company.

The ex-Directors submitted an indemnity bond undertaking to settle future claims and liabilities. The Official Liquidator confirmed that the affairs of the company were conducted in the interest of the members, supporting the dissolution of the company. The court allowed the petition, ordering the winding up and dissolution of the company with effect from the date of the filing of the petition.

The Official Liquidator was directed to file a copy of the order with the Registrar of Companies within the statutory period. The petition was disposed of accordingly, marking the completion of the voluntary winding up process and the dissolution of the company.