2021 (4) TMI 826 - HC - Companies Law

Final Winding up of Company - Section 481 of the Companies Act, 1956 - HELD THAT - This Court directed the Official Liquidator to verify the property documents and, on being satisfied in that regard, handover possession of the property to M/s Phoenix ARC. Subsequently, on 5th September, 2019, the aforesaid property was handed to the authorised representative of the M/s Phoenix ARC. The outstanding charges of the security agency deputed to oversee the property M/s Manasvi Security Services were also liquidated - This Court also permitted the Official Liquidator to invite claims from creditors of the Company by publishing citations in newspapers vide order dated 4th February, 2020 in Co Appl 33/2019. Citations were published but no claims were received. The Official Liquidator clarifies that there are no other assets of the company - In the circumstances, nothing survives for adjudication in these applications. The Company is left with no assets. No claims have been received from any creditors despite citations having been issued. Petition disposed off.

Summary

Issues: Application for final winding up of a company under Section 481 of the Companies Act, 1956; Verification of company assets and properties by the Official Liquidator; Non-cooperation of former directors; Verification of property documents for mortgage; Handing over possession of property to a third party; Inviting claims from creditors; Dissolution of the company under Section 481 of the Companies Act, 2013.

The judgment involves an application by the Official Liquidator under Section 481 of the Companies Act, 1956, seeking final winding up of M/s Ruchika Autolinks Private Ltd. The Court had earlier appointed the Official Liquidator as the Provisional Liquidator to oversee the company's affairs and take possession of its assets. The Official Liquidator visited various properties of the company, finding rented premises, showrooms, and a motor garage run by unrelated entities. Statutory notices were issued to former directors, Registrar of Companies, and Income Tax Authorities. One former director appeared but filed a defective Statement of Affairs, while the other did not cooperate, leading to a criminal case against them.

Another issue arose when a property mortgaged with a petitioner was claimed by another company through an assignment deed. The Court directed the Official Liquidator to verify the property documents and, upon satisfaction, hand over possession to the new claimant. Subsequently, the property was transferred, and outstanding charges were settled. The Official Liquidator was also permitted to invite claims from creditors, but none were received, clarifying that there were no other assets of the company.

Considering the lack of assets and absence of creditor claims, the Court, following legal precedent, ordered the final dissolution of the company under Section 481 of the Companies Act, 2013. Consequently, M/s Ruchika Autolinks Private Ltd. was dissolved, and the Official Liquidator was discharged from their duties, allowed to close all company accounts. All pending applications and the criminal case against former directors were disposed of accordingly, leading to the final resolution of the petition.