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2017 (9) TMI 751 - HC - Companies LawDissolution of the company - liquidation proceedings in progress - Held that - The fund position of the Company is ₹ 1,51,735-75 as on 30.06.2017 which is barely sufficient to meet the Liquidation Expenses as Govt. Commission, Income Tax, audit fee etc, hence, the Official Liquidator is not in a position to admit the claims as stated above. The Income Tax Department did not file its claim and the claim of other authorities namely Central Excise Department, Nehru Place, and Noida also could not be adjudicated for want of funds. There are no assets of the Company (In Liquidation) in the hands of the Official Liquidator for realization. No fruitful purpose shall be served to continue the present liquidation proceedings and it is a fit case for dissolution of the Company under Section 481 of the Companies Act, 1956. The company stands dissolved after deduction from the amount of ₹ 1,51,000/- (approx.) lying with the company as on 30th June, 2017. Copy of this order may be sent to the Registrar of Companies by the OL within time prescribed as per law. The OL shall close the books of accounts of the company in liquidation.
Issues:
Application for dissolution of a company under Section 481 of the Companies Act. Analysis: 1. Appointment of Official Liquidator: The Official Liquidator was appointed as Provisional Liquidator for M/s N.G. TECHNOLOGIES LTD. on a petition filed by S.S. TECHNOLOGIS. The Official Liquidator was directed to take charge of all assets, books of accounts, and statutory records of the Company (in Liquidation). 2. Winding Up Order: M/s N.G. TECHNOLOGIES LTD. was ordered to be finally wound up by the Court. The citation for winding up was published in various newspapers and the Delhi Gazette. 3. Registered Office Details: The Registered Office of the Company was located at a specific address in New Delhi, which was vacated by the company in July 2007. The records of the Company were kept at this location. 4. Handing Over Possession: The possession of the Registered Office was handed over to the landlord after de-sealing and shifting of records to the Official Liquidator's record room. 5. Possession of Premises: Efforts were made to take over possession of various premises related to the Company (in Liquidation), but challenges were faced due to changes in tenancy and unavailability of the company at certain addresses. 6. Ex-Directors' Details: The application mentioned the ex-directors of the Company (in Liquidation) as per records maintained by the Registrar of Companies. 7. Statutory Notices and Statements: Notices were issued to various departments and ex-directors under relevant sections of the Companies Act for filing statements and handing over assets. Some ex-directors had their statements recorded. 8. Receipt of Funds: Amounts were received from banks towards cash in hand and balance lying with the company (in Liquidation). 9. Statement of Affairs: Ex-Directors filed their Statement of Affairs stating no criminal proceedings pending against them and no fixed assets owned by the company. 10. Recovery from Debtors: Efforts were made to recover amounts from debtors, with partial success due to incomplete addresses and denials of owing money. 11. Invitation for Claims: Claims were invited, but none were received by the Official Liquidator within the specified timeline. 12. Income Tax Department Claims: The Income Tax Department had imposed a tax amount on the company, which was contested and set aside by the ITAT. Subsequent appeals and communication with the department were detailed. 13. Permission for SLP: An application was filed for permission to file an SLP against a previous order, which was allowed by the High Court. The subsequent dismissal of the SLP by the Supreme Court was noted. 14. Fund Position and Dissolution: The fund position of the Company was detailed, indicating insufficient funds to meet expenses and admit claims. The dissolution of the Company under Section 481 of the Companies Act was recommended due to the lack of assets and funds. 15. Conclusion: The Company was dissolved, and specific actions were directed to be taken by the Official Liquidator in closing the books of accounts and informing the Registrar of Companies. 16. Disposition of Petition: The petition along with the application for dissolution was disposed of by the Court.
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