2016 (3) TMI 291 - HC - Companies Law

Dissolution of the Company as prayed by Official liquidator - Held that - It is stated by the Official Liquidator, that proper Books of Accounts, as required have been maintained before and after liquidation of the Company. Hence, nothing objectionable has been noticed while scrutinizing the records submitted to the Office of the Official Liquidator. Therefore, the directions as sought may be granted. Having heard learned counsel for the official Liquidator and the respondent Voluntary Liquidator, and as no objection has been raised by any person or authority, this Court is of the view that the prayer made by the Official Liquidator for dissolution of the Company, is required to be granted.

Issues:
1. Dissolution of the Company under Section 497(6) of the Companies Act, 1956.
2. Preservation of Books of Accounts for 5 years post-dissolution.
3. Compliance with requirements of voluntary winding up.
4. Distribution of surplus among shareholders/contributors.

Issue 1: Dissolution of the Company under Section 497(6) of the Companies Act, 1956:
The Official Liquidator submitted a report seeking the dissolution of the Company under Section 497(6) of the Companies Act, 1956. The Company, M/s. Patson Transformers Private Limited, was registered in 1971 with an authorized share capital. The report detailed the company's incorporation objectives and the list of shareholders and directors. The Declaration of Solvency was filed, and a Special Resolution was passed for voluntary winding up. The final statement of accounts was approved at a General Meeting, showing assets and liabilities. The Official Liquidator confirmed proper maintenance of Books of Accounts and requested dissolution, which the Court granted.

Issue 2: Preservation of Books of Accounts for 5 years post-dissolution:
The Official Liquidator requested the preservation of the Company's Books of Accounts for 5 years post-dissolution. The report highlighted the assets and liabilities of the Company, including the surplus distributed among shareholders/contributors. It was stated that all necessary records were maintained before and after liquidation without any discrepancies. The Court, after hearing both counsels and finding no objections, granted the prayer for dissolution with immediate effect.

Issue 3: Compliance with requirements of voluntary winding up:
The report detailed the compliance with the requirements of voluntary winding up, including the Declaration of Solvency, Special Resolution, and publication of the resolution in newspapers and the Government Gazette. The appointment of a Liquidator and the approval of the final statement of accounts at a General Meeting were also mentioned. The Court acknowledged the fulfillment of these requirements and approved the dissolution of the Company as requested.

Issue 4: Distribution of surplus among shareholders/contributors:
The final statement of accounts showed a surplus amount distributed among the shareholders/contributors. The Official Liquidator confirmed the proper distribution and maintenance of records. The Court, after considering all submissions and lack of objections, disposed of the report by granting the prayer for dissolution with immediate effect.

In conclusion, the High Court of Gujarat granted the Official Liquidator's prayers for dissolution of the Company under Section 497(6) of the Companies Act, 1956, and ordered the preservation of Books of Accounts for 5 years post-dissolution. The judgment highlighted the compliance with voluntary winding up requirements and the proper distribution of surplus among shareholders/contributors.

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