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2023 (11) TMI 1306 - HC - Companies LawSeeking the dissolution of the company (in liquidation) - paryer also that the Official Liquidator be discharged as its Liquidator - HELD THAT - Reliance may be placed on the judgement in the case of MEGHAL HOMES (P.) LTD. VERSUS SHREE NIWAS GIRNI KK. SAMITI 2007 (8) TMI 447 - SUPREME COURT , wherein the Supreme Court inter alia held When the affairs of the Company have been completely wound up or the court finds that the Official Liquidator cannot proceed with the winding up of the Company for want of funds or for any other reason, the court can make an order dissolving the Company from the date of that order. This puts an end to the winding up process. In view of the above-mentioned decision of the Supreme Court in Meghal Homes, as well as keeping in mind the import of Section 481(1) of the Act and the facts and circumstances of the present case, these liquidation proceedings warrant to be brought to an end. Further, the Official Liquidator is permitted to close the books of accounts of the company after adjusting expenses and losses from the CPL. The application stands disposed of accordingly.
Issues:
Application for dissolution of a company under Section 481 of the Companies Act, 1956 read with Rule 9 of the Companies (Court) Rules, 1959. Detailed Analysis: 1. Background and Application for Dissolution: The Official Liquidator filed an application seeking dissolution of the company, M/s. Surekha Enterprises Pvt. Ltd., under Section 481 of the Companies Act, 1956. The company was ordered to be wound up in 1986, and the Official Liquidator was appointed as its liquidator. The application was filed in compliance with previous orders, seeking discharge as the Liquidator. 2. Ex-Directors and Financial Position: The Official Liquidator identified the Ex-Directors of the company and highlighted that the company had no assets for realization. The company had a property in Calcutta, which was sub-letted to a bank. Legal actions were taken against the Ex-Directors for possession of the property. The Official Liquidator reported a negative funds position and lack of recoverable assets. 3. Legal Proceedings and Compliance: Legal proceedings were initiated against the Ex-Directors for possession of the Calcutta property. Orders were passed for the bank to vacate the premises, which was then handed over to the current owner. The Official Liquidator confirmed compliance with the court orders regarding possession of the property. 4. Legal Provisions and Precedent: Section 481 of the Companies Act, 1956, was cited, allowing for the dissolution of a company under specific circumstances. Reference was made to a Supreme Court judgment emphasizing the grounds for dissolution when winding up proceedings face obstacles. The court applied these legal provisions and precedent to the present case. 5. Decision and Disposal of Application: Considering the circumstances, the court decided to dissolve the respondent company, M/s. Surekha Enterprises Pvt. Ltd., and discharge the Official Liquidator. The Official Liquidator was authorized to close the company's accounts after adjusting expenses and losses. The application for dissolution was disposed of accordingly, and the Registrar of Companies was to be informed of the judgment within 30 days. In conclusion, the judgment granted the dissolution of the company based on the Official Liquidator's application, legal provisions, precedent, and the company's financial status. The court's decision aimed to bring an end to the liquidation proceedings due to the lack of assets and the inability to proceed further with the winding up process.
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