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2024 (7) TMI 1262 - HC - Companies LawSeeking dissolution of company and that the Official Liquidator be discharged as its Liquidator - Section 481 of the Companies Act, 1956 - HELD THAT - This Court is of the opinion that these liquidation proceedings warrant a quietus, and the company (in liquidation) should be dissolved as the Official Liquidator cannot proceed any further with the winding up process. It would be expedient to invite reference to the decision of the Supreme Court in Meghal Homes (P) Ltd. v. Shree Niwas Girni K.K. Samiti Ors. 2007 (8) TMI 447 - SUPREME COURT where it was held that ' 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.' Thus, relying on the decision of the Supreme Court in Meghal Homes as also the import of Section 481 (1) of the Act, besides the facts and circumstances of the present case, these liquidation proceedings warrant to be brought to an end - The company (in liquidation) M/s. Spack Tunrkey Projects (P) Ltd., stands dissolved and the Official Liquidator is hereby discharged as its Liquidator. The present application is allowed.
Issues:
1. Application under Section 481 of the Companies Act, 1956 for dissolution of the company in liquidation. 2. Winding up petition under Sections 433, 434, and 439 of the Act due to non-payment of outstanding dues. 3. Appointment of Official Liquidator and provisional winding up of the company. 4. Details of Ex-Directors and their non-compliance with statutory requirements. 5. Status of properties and assets of the company in liquidation. 6. Claims invited by Official Liquidator and disbursement of EPFO claim. 7. Dissolution of the company and discharge of Official Liquidator. 8. Transfer of remaining funds to Common Pool Fund and closure of company's accounts. 9. Disposal of criminal complaint against Ex-Directors. Analysis: 1. The judgment pertains to an application under Section 481 of the Companies Act, 1956, seeking the dissolution of a company in liquidation, M/s. Spack Turnkey Projects (P) Ltd., due to non-payment of outstanding dues amounting to Rs. 6,53,087.74 along with interest. 2. The Official Liquidator was appointed as the Provisional Liquidator to the company, and the company was directed to be provisionally wound up. The Ex-Directors of the company failed to comply with statutory requirements, leading to a criminal complaint under Section 454 of the Act. 3. The judgment details the properties and assets of the company, including the status of possession and subsequent sale of certain assets by the Secured Creditor under the SARFAESI Act, 2002. 4. Claims were invited from creditors, and one claim from the EPFO was received and subsequently disbursed by the Official Liquidator. The State Bank of India was directed to deposit the amount with the Official Liquidator for disbursement. 5. The Court, considering the facts and circumstances, relied on the Supreme Court decision in Meghal Homes (P) Ltd. v. Shree Niwas Girni K.K. Samiti & Ors. and Section 481 of the Companies Act, 1956, to order the dissolution of the company and discharge the Official Liquidator. 6. The remaining funds were directed to be transferred to the Common Pool Fund, and the Official Liquidator was instructed to close the company's accounts. The Registrar of Companies was to be informed of the judgment within 30 days. 7. Additionally, the criminal complaint against the Ex-Directors was disposed of as the company was dissolved, rendering the complaint infructuous. This comprehensive summary provides a detailed analysis of the judgment, covering all the relevant issues and legal aspects involved in the case.
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