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2021 (6) TMI 177 - HC - Companies LawReport filed for dissolution of the company - company under liquidation has complied with all formalities and has made all necessary payments - HELD THAT - Considering the ratio laid down by the Hon'ble Apex Court in the case of Meghal Homes Pvt. Ltd. 2007 (8) TMI 447 - SUPREME COURT , where it was held that the arrangement has to go back to the meeting of members, creditors, etc. of the company in terms of section 391 of the Act and once it is adopted or adopted with modifications with the requisite majority at the meeting, the arrangement would require a fresh scrutiny by the Company Court thereafter, we cannot avoid interfering with the decision of the Division Bench on the ground put forward by learned Senior Counsel of benefit to the workers, the report deserves to be accepted. The Company, named, M/s. Mangal Rasayan Limited (In Liqn.) is hereby dissolved under Section 481 of the Act and the Official Liquidator attached to this Court stands discharged and is relieved as liquidator of M/s. Mangal Rasayan Limited (In Liqn.). The official liquidator is also permitted to transfer the available amount in the company s account as on date to the Common Pool Account maintained by the office of the Official Liquidator. Report is allowed.
Issues: Application for dissolution of a company under Section 481 of the Companies Act, 1956.
Analysis: 1. The Official Liquidator filed a report seeking dissolution of a company named M/s. Mangal Rasayan Limited (In Liqn.) under Section 481 of the Companies Act, 1956. The company was ordered to be wound up in 2002, and the Official Liquidator was appointed as the Liquidator with full powers under the Act. 2. The report detailed the inspection conducted by the Official Liquidator's office at the Registrar of Companies to identify the company's assets, liabilities, directors, and secured creditors. The company's registered office, directors, and secured creditors were identified, and the assets were located at specific properties. 3. The report highlighted the sale of certain properties by the secured creditors, such as GSFC and SIDBI, with the proceeds being deposited with the Official Liquidator as per court orders. The amounts were disbursed to various entities in compliance with court orders related to the winding-up process. 4. The Official Liquidator mentioned that the company was incorporated in 1994, and the winding-up petition was filed in 2001, leading to the winding-up order in 2002. The report indicated a minimal amount of funds in the company's bank account as of August 2020, with no pending claims with the Official Liquidator. 5. Relying on Section 481 of the Act and a Supreme Court judgment, the Official Liquidator argued that due to the lack of funds and assets, it was appropriate to dissolve the company. The Official Liquidator also informed the relevant parties about the proposed dissolution and received no objections. 6. After considering the Official Liquidator's submissions, the Court accepted the report and ordered the dissolution of M/s. Mangal Rasayan Limited (In Liqn.) under Section 481 of the Act. The Official Liquidator was discharged from the role of liquidator, and the remaining funds in the company's account were to be transferred to the Common Pool Account. 7. The judgment allowed for the possibility of affected parties to seek a review under Section 559 of the Companies Act, 1956, if they were aggrieved by the decision. Overall, the report was accepted, and the dissolution of the company was ordered as requested by the Official Liquidator.
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