2024 (3) TMI 989 - HC - Companies Law

Seeking winding up of respondent company - Failure to pay outstanding dues - section 434 of the Companies Act, 1956 - HELD THAT - The affairs of the respondent company in liquidation appear to be completely wound up. It is not feasible to proceed further in the winding up company. On perusal of OLR No.6/2024 including the documents on record, no other assets are available for realization of the dues of the creditors. All the assets of the company in liquidation had already been sold by the Bank and realized its dues. No secured creditors are available despite the issuance of notice. Therefore, this Court is of the considered opinion that this company petition deserves to be closed under the provisions of Section 481 of the Companies Act, 1956 and Rule 282 of the Companies (Court) Rules, 1959. Accordingly, it would be just and reasonable in the circumstances to pass the order that the company in liquidation be dissolved from the date of this order. Consequently, the company is in liquidation viz. M/s. STI Phoenix Wear Private Limited stands dissolved - Petition disposed off.

Summary

Issues:
The issues involved in the judgment are the winding up of a company under section 434 of the Companies Act, 1956 due to non-payment of outstanding dues, appointment of Official Liquidator under section 449, permission for disbursement of dividends, dissolution of the company under section 481, and weeding out of company records.

Winding Up and Appointment of Official Liquidator:
The petitioner, M/s. Dewas Techno Products Private Limited, filed a company petition seeking winding up of the respondent company, M/s. STI Phoenix Wear Private Limited, for failing to pay outstanding dues of Rs. 25,90,433/- despite demand. The Company Judge passed an order for winding up and appointed the Official Liquidator under section 449 of the Companies Act, 1956.

Disbursement of Dividends and Dissolution:
The Official Liquidator informed the Court about the sale of company assets and sought permission to invite claims for disbursement of dividends. After distributing the dividends to unsecured creditors, the Official Liquidator requested permission for dissolution of the company under section 481 of the Companies Act, 1956. The Court granted permission for dissolution as the affairs of the company appeared to be completely wound up.

Weeding Out of Records and Final Directions:
The Official Liquidator sought permission to weed out company records after five years from the date of dissolution. The Court allowed this request and directed the Official Liquidator to forward a copy of the dissolution order to the Registrar of Companies. The competition petition was disposed of, with the petitioner bearing the cost of litigation.

Separate Judgement:
No separate judgment was delivered by the Judge in this case.