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2022 (2) TMI 1017 - Tri - Companies LawWinding up of Company - Section 272(1)(a) and Section 271(a) of the Companies Act, 2013, read with Rule 2 of The Companies (Winding-UP) Rules, 2020 - HELD THAT - No objections are received from the ROC and the report of the Income Tax department shows total outstanding demand for assessment year 2014-15 is ₹ 68,55,179/-. In the present case, it is an accepted position that the petitioner company is not engaged in any business from the year 2014. And the current liabilities of the company exceed its current assets and the net worth of the business has eroded as a result. These facts are not controverted by anyone. In consideration of all the facts and circumstances of the case, this is a fit case to wind-up the company under section 271(a) 272(1)(a) of the Companies Act, 2013 read with the Companies (Winding-up) Rules, 2020 - petition admitted.
Issues:
Petition for winding-up under Companies Act, 2013. Analysis: 1. Background and Petition Filing: - The petition was filed by a director of a company seeking winding-up under Section 272(1)(a) and Section 271(a) of the Companies Act, 2013. - The company, engaged in logistic services, had a nominal capital of ?5,00,000 divided into 50,000 shares of ?10 each, with a paid-up capital of ?50,000. - Financial statements, annual reports, and statement of affairs were filed for the years 2017-18 to 2019-20. - The company ceased business operations since February 2014 due to financial difficulties, leading to a recommendation for winding-up by the Board of Directors. 2. Procedural Steps and Reports: - The Tribunal directed the company to publish a notice of hearing and serve notices to relevant authorities. - A provisional liquidator was appointed who submitted a report on the company's financial status and assets, highlighting the eroded net worth and lack of business activities since 2014. 3. Financial Status and Decision for Winding-Up: - The company's net worth was eroded, and its current liabilities exceeded assets, leading to a unanimous decision for winding-up by the Board and shareholders. - Independent auditor reports supported the company's stance on irrevocable status, with no pending winding-up proceedings. 4. Tribunal's Decision and Order: - Considering the uncontested financial position and circumstances, the Tribunal deemed it appropriate to wind-up the company under relevant sections of the Companies Act, 2013. - The petition was admitted, and the provisional liquidator was appointed as the Company Liquidator to conduct the winding-up process. - Directions were given for the formation of a winding-up committee, cessation of legal proceedings against the company, and cooperation with the Company Liquidator. - The Company Liquidator was instructed to adhere strictly to the Companies Act, 2013, and take necessary actions to protect the company's assets. 5. Final Orders and Communication: - The application was allowed, and the Registry was directed to communicate the order to relevant parties and update the company's status on the MCA website. This detailed analysis covers the petition filing, financial status, procedural steps, decision for winding-up, Tribunal's orders, and final communication aspects of the judgment delivered by the National Company Law Tribunal, Ahmedabad Bench.
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