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2024 (7) TMI 1215 - HC - Companies LawSeeking dissolution of the respondent company (in liquidation) - seeking that Official Liquidator be discharged as its Liquidator - Section 481 of the Companies Act, 1956 - HELD THAT - 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. The Official Liquidator has sought to be exempted from carrying out the publication of the citation of the final winding up, and without further ado the same is allowed and such exemption from publication is granted. Further, the Official Liquidator is permitted to close the books of accounts of the company after adjusting expenses and losses from the CPL - the company is thereby dissolved and the Official Liquidator is discharged. Failure to file Statement of Affairs of the respondent company - Section 454(5) and 5(A) of the Companies Act, 1956 - HELD THAT - The Official Liquidator has moved CO.APPL. 641/2023 under Section 481 of the Companies Act, 1956 seeking dissolution of the company (in liquidation) wherein it has been stated that the Official Liquidator has no knowledge of any other recoverable asset, either moveable or immoveable from which any money may be realized for the company (In liquidation). The same has been allowed and disposed of, and the company (in liquidation) stands dissolved accordingly. Petition disposed off.
Issues:
1. Application for dissolution of the respondent company under Section 481 of the Companies Act, 1956. 2. Failure of the respondent company to pay debts leading to winding up proceedings. 3. Appointment of Provisional Liquidator and directions to Ex-directors. 4. Identification and possession of company assets by Ex-directors. 5. Discharge of Official Liquidator and dissolution of the company. 6. Compliance issues by Ex-directors regarding filing of statements and assets details. Analysis: 1. The Official Liquidator filed an application under Section 481 of the Companies Act, 1956, seeking dissolution of the respondent company due to its inability to pay debts. The company was earlier directed to be wound up provisionally, and the Official Liquidator was appointed. Despite attempts at settlement, the company failed to make payments, leading to the revival of winding-up proceedings. 2. The Ex-directors were directed to hand over company assets, records, and books of accounts to the Official Liquidator. It was found that some premises were residential flats, and one was vacated by the company. Details of movable assets, including trucks, were provided by the Ex-directors, with some being sold to settle payments. 3. Orders were issued for the Ex-directors to assist in identifying and taking possession of remaining trucks. They agreed to deposit a sum for this purpose. Additionally, directions were given to remit remaining funds in the company's account to the Official Liquidator. Compliance issues were noted with the HDFC Bank failing to respond to the remittance request. 4. Citations were published as per court orders, and the Official Liquidator reported a negative fund position. With no recoverable assets left, the Official Liquidator recommended dissolution of the company under Section 481 of the Act. The judgment referenced the case law of Meghal Homes (P) Ltd. v. Shree Niwas Girni K.K. Samiti & Ors to support the decision to dissolve the company. 5. The court granted the dissolution of the respondent company and discharged the Official Liquidator, allowing the closure of the company's books of accounts. The Registrar of Companies was to be informed of the judgment within 30 days. Subsequently, a related petition against the Ex-directors for non-compliance was disposed of as the company was dissolved, rendering the petition purposeless. 6. The Official Liquidator's petition against the Ex-directors for non-compliance with filing statements and asset details was disposed of due to the dissolution of the company. The judgment concluded by dismissing the pending application and addressing compliance issues by the Ex-directors.
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