2021 (11) TMI 197 - Tri - Companies Law

Winding up of the Petitioner Company in pursuance of the special resolution passed by the members of the Petitioner Company through its Director Mr. Suresh Kurkute - Section 271(a) and other applicable provisions of the Companies Act, 2013 - HELD THAT - The Petitioner Company should be wound up the direction of the Hon'ble tribunal as per the provisions of the Companies Act, 2013 - the Liquidator from the panel maintained by the Central Government as per Section 275(2) of the Companies Act be appointed as the Company Liquidator. The Petitioner Company undertakes to serve notice to the Income Tax Department within a period of thirty days of appointment of the Liquidator, as required under Section 178 of the Income Tax Act, 1961 - petition admitted.

Summary

Issues:
Company Petition for winding up under Section 271(a) of the Companies Act, 2013 based on special resolution - Financial distress due to adverse market conditions and insolvency of market leader - Negative net worth - Appointment of Liquidator.

Analysis:
1. Company Petition for Winding Up: The Company Petition was filed seeking winding up under Section 271(a) and other provisions of the Companies Act, 2013. The Petitioner Company, engaged in trading edible oil and agro products, faced financial distress due to adverse market conditions and the insolvency of a market leader, resulting in severe losses and a negative net worth of ?162.83 Crore. The Petitioner Company had not conducted any business for several years, leading to the decision to wind up the company through a special resolution dated 23.12.2019.

2. Appointment of Liquidator: The Petitioner Company requested the appointment of a Liquidator as per Section 275(2) of the Companies Act, 2013. The Registrar of Companies (RoC) report highlighted the financial position of the company, including current and non-current assets, trade payables, and revenue details. The RoC recommended serving notices to authorities for outstanding dues, appointing a Liquidator, and filing the order of dissolution.

3. Decision and Order: After reviewing the Company Petition, the Statement of Affairs, and the RoC report, the Tribunal found that the company was not conducting any business and had not done so for many years. Consequently, the Tribunal deemed it appropriate to wind up the company with immediate effect. The order included admitting the Petition for winding up, appointing a Liquidator, directing publication of the winding up order in newspapers, compliance requirements for directors and officers, and submission of reports by the Liquidator within specified timelines.

4. Compliance and Procedures: The order further directed the Liquidator to file necessary declarations, publish winding up notices, audit the company's books of account, and submit reports within specified timeframes. Additionally, the Registrar was instructed to send intimation to the Liquidator and RoC, while legal proceedings against the company were restricted without the Tribunal's permission.

In conclusion, the Tribunal's judgment granted the Company Petition for winding up based on the financial distress and non-operational status of the Petitioner Company, appointing a Liquidator to oversee the winding up process and ensuring compliance with legal procedures and reporting requirements as per the Companies Act, 2013.