2023 (2) TMI 786 - HC - Companies Law

Seeking dissolution of company - section 481 of the Companies Act, 1956 - HELD THAT - On perusal of the record of this report and in facts of this case and considering the ratio laid down by the 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, where it was held that This court do appreciate this aspect of the matter, having taken the view that the arrangement has to go back to the meeting of members, creditors, etc. of the company in terms of section 391 of the Act and once it is adopted or adopted with modifications with the requisite majority at the meeting, the arrangement would require a fresh scrutiny by the Company Court thereafter, we cannot avoid interfering with the decision of the Division Bench on the ground put forward by learned Senior Counsel of benefit to the workers. The Company, named, M/s. Mansukhram Textile Mills Pvt. Ltd. (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. Mansukhram Textiles Mills Pvt. Ltd.(In Liquidation). Application allowed.

Summary

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

Analysis:
The official Liquidator filed a report seeking the dissolution of a company named M/s. Mansukhram Textiles Pvt. Ltd., which was ordered to be wound up in 1985. The report mentioned disbursements made to workers and secured creditors, indicating no assets or pending litigation. The Official Liquidator published an advertisement inviting objections to the proposed dissolution, but no objections were received from any stakeholders. The Liquidator also informed the Registrar of Companies and the Income-Tax Department, receiving no objections from them as well. A balance certificate showed minimal funds in the company's bank account, making it impossible to proceed with the winding-up process due to lack of funds and assets.

The Official Liquidator relied on a Supreme Court judgment to support the request for dissolution due to insufficient funds. Half-yearly statements of accounts were filed, and the Liquidator stated the impossibility of further proceedings. With only a small amount available in the bank account and no assets, dissolution was deemed appropriate. The Court, after considering the facts and the legal precedent cited, accepted the report and ordered the dissolution of the company. The Official Liquidator was discharged from their duties, with permission granted to make necessary payments and transfer remaining funds to a common pool account.

The judgment allowed for a review under Section 559 of the Companies Act, 1956, in case any affected party was aggrieved by the decision. Overall, the Court granted the dissolution of the company based on the Official Liquidator's report, lack of objections from stakeholders, and the company's financial position, as supported by legal precedents and statutory provisions.