2012 (8) TMI 54 - HC - Companies Law

Application for dissolution of company by the Official Liquidator - Held that - When the affairs of the Company had 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 - considering the facts and circumstances of this case, the liquidation proceedings deserve to be brought to an end - permitting the Official Liquidator to make payments to valuer out of the funds of the Company and to transfer the balance fund available in the Company s account to the Reserve Bank of India after creating provision or making payment towards the government fee, audit fee and liquidation expenses.

Summary

Issues involved: Application for dissolution of a company under Section 481 of the Companies Act, 1956.

Analysis:
1. The Official Liquidator moved an application under Section 481 of the Companies Act, 1956, seeking the dissolution of M/s. Karigar Auto Agencies Pvt. Ltd. (in liqn.) and to be discharged from further proceedings. The application also requested permission to transfer the remaining funds in the company's account to the Reserve Bank of India after settling outstanding fees and expenses. The Official Liquidator had been appointed as the provisional liquidator in 2003, with the final winding-up order issued in 2005.

2. The Official Liquidator took possession of the company's registered office and prepared an inventory of movable assets in compliance with court orders. Despite efforts to invite claims from creditors and workmen, no claims were received. The ex-director informed the court that the petitioning creditor had been settled, and no other creditors existed.

3. A valuer was appointed to evaluate and sell the moveable assets of the company. The assets were sold to the highest bidder, and the sale was confirmed by the court. Possession of the assets and the premises was handed over to the auction purchaser and the landlord, respectively.

4. With no other assets available for realization and all claims settled, the Official Liquidator requested dissolution under Section 481 of the Companies Act, 1956. Citing the Supreme Court's decision in Meghal Homes (P) Limited vs. Shree Niwas Girni K.K. Samiti & Ors., the court ordered the dissolution of M/s. Karigar Auto Agencies Pvt. Ltd. The Official Liquidator was permitted to make necessary payments and transfer remaining funds to the Reserve Bank of India, close the company's accounts, and communicate the order to the Registrar of Companies within 30 days. The application and company petition were disposed of, and the Official Liquidator was discharged, with the files and records to be archived.