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2023 (7) TMI 1493 - HC - Companies LawFinal dissolution of a company by the Official Liquidator - Rule 9 of the Companies (Court) Rules, 1959 - HELD THAT - In the opinion of the Court, the liquidation proceedings deserve to be brought to an end. Consequently, M/s GENESIS WELLNESS CLINIC PRIVATE LIMITED is dissolved. The amount of Rs. 23,749/- be also transferred to the Common Pool Fund. The petition along with all pending applications is disposed of, and the Official Liquidator is discharged.
Issues:
1. Application for final dissolution of a company by the Official Liquidator. 2. Compliance with Companies Act, 1956 and Companies (Court) Rules, 1959. 3. Examination of company's premises and assets. 4. Handling of movable assets and possession of company's office. 5. Claim by a creditor and available funds for settlement. 6. Transfer of remaining funds to the Common Pool Fund. 7. Closure of company's books of accounts and dissolution. Analysis: The judgment pertains to an application filed by the Official Liquidator (OL) seeking the final dissolution of a company, GENESIS WELLNESS CLINIC PVT. LTD, under Rule 9 of the Companies (Court) Rules, 1959. The company was provisionally wound up by the court in 2016, and various statutory notices were issued to the ex-directors and relevant authorities for compliance with the Companies Act, 1956. The ex-directors submitted the Statement of Affairs, but the OL faced challenges in scrutinizing the company's records due to non-cooperation. Additionally, physical inspections of the company's registered office and clinic revealed no assets or records, leading to difficulties in the liquidation process. Further, the judgment details the sale of movable assets to one of the ex-directors and the handover of the company's registered office to the owner of the premises. A creditor's claim was received, but due to a lack of funds, no payment could be made. The OL, after deducting all liquidation expenses, identified a nominal fund balance of Rs. 23,749, proposing its transfer to the Common Pool Fund. The OL expressed the unavailability of any further assets for realization, prompting the request for the closure of the company's books of accounts and its dissolution. Consequently, the court, considering the circumstances and fund position, decided to dissolve the company and transfer the remaining funds to the Common Pool Fund. The OL was directed to communicate the order to the Registrar of Companies, and the petition, along with pending applications, was disposed of. The judgment signifies the conclusion of the liquidation proceedings and the discharge of the Official Liquidator, marking the end of the legal process pertaining to the company's dissolution.
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