2020 (9) TMI 657 - HC - Companies Law

Winding up proceedings - Section 481 and Section 555 of the Companies Act, 1956 - HELD THAT - This Company Court is of the opinion that it is just and reasonable in the circumstances of this case to order dissolution of said company. To be noted, there is one limb of prayer for deposit of this meagre amount also in the appropriate account in Reserve Bank of India under Section 555 of said Act. Before this Court does that, it is to be noticed that one limb of the prayer in captioned application, namely limb (b) talks about C.A.No.390 of 2013, which has been filed against ex-directors inter alia under Section 454(5)(A) of said Act. This captioned application and captioned CP are disposed of.

Issues:
1. Dissolution of the company under liquidation.
2. Transfer of funds to undistributed assets account.
3. Disposal of pending applications against ex-directors.
4. Finalization of accounts without audit.
5. Meagre balance in the hands of the Official Liquidator.

Analysis:

1. Dissolution of the company under liquidation:
The Official Liquidator (OL) filed an application under Section 481 and Section 555 of the Companies Act, 1956, seeking the dissolution of the company under liquidation. The OL reported that the company under liquidation had minimal funds amounting to ?26,259 only. The Court, considering the circumstances and the meagre balance, deemed it just and reasonable to order the dissolution of the company. The Court also noted a prayer for depositing the remaining amount in the appropriate account as per Section 555 of the Companies Act, which was to be done after addressing other aspects of the application.

2. Transfer of funds to undistributed assets account:
The OL requested permission to transfer the remaining funds from the company's account to the undistributed assets of the companies' liquidation account as per Section 555 of the Companies Act, 1956. Given the lack of pending claims and the minimal balance available, the Court found it appropriate to allow the transfer of the funds as requested by the OL.

3. Disposal of pending applications against ex-directors:
The OL had filed an application against the ex-directors for non-filing of the Statement of Affairs under Section 454(5)(A) of the Companies Act, 1956. The Court noted that this application had been disposed of earlier by the Company Court on 11.10.2017, and this order had attained finality. As a result, the Court confirmed the status of the disposed application against the ex-directors.

4. Finalization of accounts without audit:
The OL sought permission to file the final accounts without an audit, considering that there would be no further transactions in the company's account. The Court, after reviewing the circumstances and the submissions made, granted permission for the final accounts to be filed without an audit, as requested by the OL.

5. Meagre balance in the hands of the Official Liquidator:
The Court acknowledged the very limited balance of ?26,259 available with the OL. Considering the financial situation of the company under liquidation and the absence of pending claims, the Court made a decision to dissolve the company and transfer the remaining funds to the undistributed assets account, in accordance with the provisions of the Companies Act, 1956. The application and the company petition were disposed of by granting the relevant prayers without any costs imposed.

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