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2023 (2) TMI 787 - HC - Companies LawSeeking dissolution of company - Section 481 of the Companies Act, 1956 - HELD THAT - On perusal of the record of this report and in facts of this case and considering the ratio laid down by the Apex Court in the case of MEGHAL HOMES (P.) LTD. VERSUS SHREE NIWAS GIRNI KK. SAMITI 2007 (8) TMI 447 - SUPREME COURT , the report deserves to be accepted. The Company, named, M/s. Yogi Polyester Ltd (In Liquidation) 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. Yogi Polyester Ltd. (In Liquidation). Application allowed.
Issues:
1. Application under Section 481 of the Companies Act, 1956 for dissolution of a company in liquidation. Analysis: The judgment pertains to a report filed by the Official Liquidator under Section 481 of the Companies Act, 1956, seeking the dissolution of a company named M/s. Yogi Polyester Ltd. (In Liquidation). The Official Liquidator had conducted inspections to ascertain the assets, properties, liabilities, and creditors of the company. It was found that the company's assets included a registered office and a factory premises, but the possession of these properties could not be taken due to various reasons, including conflicting claims by ex-directors and actions by a Court's Receiver. The Official Liquidator filed compliance reports and initiated proceedings against ex-directors, seeking permission to proceed under relevant sections of the Companies Act, 1956. Furthermore, the DRT, Mumbai confirmed the sale of the company's factory premises to a third party. The Official Liquidator invited claims from workers through newspaper advertisements but received none. It was highlighted that the Official Liquidator lacked funds and assets to continue the winding-up proceedings. The report detailed the steps taken to inform relevant stakeholders about the proposed dissolution of the company, with no objections received from most parties. A balance certificate confirmed the absence of funds in the company's bank account. Relying on the judgment in Meghal Homes Pvt. Ltd. vs. Shree Niwas Girni K.K. Samiti, the Official Liquidator argued for the dissolution of the company due to the unavailability of funds and assets. The report also mentioned the submission of half-yearly accounts and auditor's certificates, emphasizing the impossibility of further winding-up proceedings. After considering the report, the court accepted it and ordered the dissolution of M/s. Yogi Polyester Ltd. (In Liquidation) under Section 481 of the Companies Act, 1956. The Official Liquidator was discharged from their duties, and payment towards professional fees was approved from the Common Pool Account. The affected party was granted the right to apply for a review under Section 559 of the Companies Act, 1956, if aggrieved by the order.
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