2017 (8) TMI 251 - HC - Companies Law

Winding up the Company voluntarily - Held that - Upon perusal of the Books of Accounts nothing objectionable has been noticed. No public interest elements have been involved. The Income Tax Department was also requested by the liquidator regarding their appointment as liquidator of the Company vide letter dated 3.3.2016. No reply has been received from the Income Tax Department. The liquidator and Directors of the Company, however, have filed affidavits duly notarized on 16.8.2016 and 19.8.2016 declaring that there are no dues to the Government department or other authorities against the Company and no prosecution is pending. They also have agreed to indemnify in case any dues are found in future against the Company. The Registrar of Companies have also issued a letter of no objection against such winding up. It transpires that all necessary formalities have been completed and it is found that there is no objection to winding up the Company voluntarily and therefore, it is hereby directed that the Company shall stand dissolved from the date of this order. The voluntary liquidator shall preserve the books of accounts of the Company for the period of 5 years from today. He shall also ensure that the Official Liquidator is paid cost of ₹ 5,000/.

Summary

Issues:
1. Members voluntary winding up of the Company.
2. Appointment of liquidator and distribution of surplus amount.
3. Compliance with statutory requirements for winding up.
4. Declaration of solvency and no objection for winding up.

Analysis:
1. Members voluntary winding up of the Company:
The Company named M/s. Shreentex (India) Private Limited was incorporated under the Companies Act, 1956. The Official Liquidator contended that the Company was incorporated with specific authorized share capital and main objects. The Company had shareholders and directors at the time of passing the resolution for winding up.

2. Appointment of liquidator and distribution of surplus amount:
After the resolution for voluntary winding up, M/s. Pankaj K. Shah & Associates, Chartered Accountants were appointed as the liquidator. The liquidator completed necessary formalities, including filing required forms and accounts with the Registrar of Companies. The final statement of accounts showed a surplus amount, which was distributed among the members of the Company.

3. Compliance with statutory requirements for winding up:
The Company followed the statutory requirements for voluntary winding up diligently. The liquidator ensured publication of the special resolution in newspapers and the Official Gazette. The final general meeting of shareholders was also held after due advertisement. The books of accounts were found to be in order with no objectionable elements.

4. Declaration of solvency and no objection for winding up:
The Directors filed a declaration of solvency with the Registrar of Companies and no objection was raised by the Income Tax Department. Affidavits were filed declaring no dues to government departments or pending prosecutions. The Registrar of Companies issued a letter of no objection for the winding up process.

In conclusion, the High Court of Gujarat, after considering all the details and compliance with statutory requirements, directed the dissolution of the Company from the date of the order. The voluntary liquidator was instructed to preserve the books of accounts for five years and ensure payment of costs to the Official Liquidator. The report was disposed of, and a copy of the order was to be communicated to the Registrar of Companies for further action.