2022 (11) TMI 167 - HC - Companies Law

Dissolution of the company - Section 481 of the Companies Act, 1956 - HELD THAT - On perusal of the record of this report and in the facts of this case and considering the ratio laid down by the Hon'ble Apex Court in the case of MEGHAL HOMES (P.) LTD. VERSUS SHREE NIWAS GIRNI KK. SAMITI 2007 (8) TMI 447 - SUPREME COURT , the report deserves to be accepted. Supreme Court of India in case of MEGHAL HOMES (P.) LTD. VERSUS SHREE NIWAS GIRNI KK. SAMITI has held that When the affairs of the Company had been completely wound up or the courts find 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. The Company, named, M/s. ARM Polymers Limited (In Liquidation) is hereby dissolved under Section 481 of the Act and the Official Liquidator attached to this Court stands discharged and is relieved as liquidator of M/s. ARM Polymers Limited (In Liquidation). The official liquidator is also permitted to make the payment of Rs. 1500/- to M/s. P.C. Rathod Co., Chartered Accountants towards preparation of Auditor s Certificate from account of the company in liquidation. The report is allowed.

Summary

Issues:
1. Application for dissolution of a company under Section 481 of the Companies Act, 1956.
2. Verification of assets, liabilities, and creditors by the Official Liquidator.
3. Disbursement of outstanding amounts to secured creditors and workers of the company in liquidation.
4. Compliance with court orders regarding the sale of company assets.
5. Communication with relevant authorities and stakeholders regarding the proposed dissolution.
6. Appointment of auditors for the company in liquidation.
7. Decision on the dissolution of the company and discharge of the Official Liquidator.

Analysis:
1. The Official Liquidator filed a report under Section 481 of the Companies Act, 1956, seeking the dissolution of M/s. ARM Polymers Limited (In Liquidation) after the company was ordered to be wound up in 2002.
2. The Official Liquidator conducted inspections to ascertain the company's assets, liabilities, and creditors, including secured creditors like IDBI Bank Ltd., Bank of Baroda, and State Bank of India.
3. Various court orders directed the Official Liquidator to disburse outstanding amounts to secured creditors like IDBI Bank Ltd. and workers of the company, following due procedures and verification of claims.
4. The Court confirmed the sale of company assets, such as the Sanand and Vatva units, to specific buyers after the Official Liquidator's compliance reports and verification of claims.
5. The Official Liquidator communicated with authorities like the Registrar of Companies, Income-Tax Department, SEBI, and stakeholders like ex-directors and secured creditors regarding the proposed dissolution, receiving no adverse comments from most parties.
6. Auditors were appointed to provide a certificate of the company's financial status, as required by Rule 281 of the Companies (Court) Rules, 1959.
7. Considering the submissions and the precedent set by the Supreme Court in Meghal Homes Pvt. Ltd. case, the Court accepted the report, dissolved M/s. ARM Polymers Limited (In Liquidation), discharged the Official Liquidator, and permitted necessary payments, including auditor fees.
8. Parties were informed of the right to apply for a review under Section 559 of the Companies Act, 1956, in case of any grievances with the dissolution order.