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2024 (7) TMI 1321 - HC - Companies LawSeeking dissolution of the company (in liquidation) - Prayer that the Official Liquidator be discharged as its Liquidator - Section 481 of the Companies Act, 1956 - HELD THAT - In view of the prevailing facts and circumstances, it would be expedient to refer to the decision in Meghal Homes (P) Ltd. v. Shree Niwas Girni K.K. Samiti Ors. 2007 (8) TMI 447 - SUPREME COURT whereby the Supreme Court inter alia held that ' When the affairs of the Company have been completely wound up or the court finds 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.' In keeping with the decision of the Supreme Court in Meghal Homes as also the import of Section 481 (1) of the Act, besides the facts and circumstances of the present case, these liquidation proceedings warrant to be brought to an end. Therefore, the present application is allowed. The company (in liquidation) M/s. Dream City Builders P. Ltd., stands dissolved and the Official Liquidator is hereby discharged as its Liquidator. The Official Liquidator is permitted to transfer the available balance, if any, to the Common Pool Fund and thereafter, to close the books of accounts of the company (in liquidation) - application allowed.
Issues: Dissolution of company under Section 481 of the Companies Act, 1956; Winding up of the company (in liquidation) due to non-payment of outstanding dues; Assets of the company (in liquidation) and their status; Pending land acquisition matter and compensation; Inviting claims from creditors and workmen; Funds position of the company (in liquidation); Dismissal of revival application by Ex-Directors; Application for dissolution of the company; Transfer of available balance to Common Pool Fund; Communication of judgment to Registrar of Companies.
In this judgment, the Official Liquidator filed an application seeking dissolution of the company (in liquidation) under Section 481 of the Companies Act, 1956, due to the non-payment of outstanding dues amounting to Rs. 3,69,253.50 along with applicable interest. The company was directed to be wound up in 1992, and the Official Liquidator was appointed to take charge of the assets and records. The Ex-Directors failed to provide proper particulars, leading to legal actions against them. The assets of the company were detailed, including properties that could not be seized and a property sold under SARFAESI Act, 2002. A pending land acquisition matter had not resulted in compensation for the Official Liquidator. The Official Liquidator invited claims from creditors and workmen, but none were received. The funds of the company stood at Rs. 1,02,054.17, with no assets available for realization. The revival application by the Ex-Directors was dismissed, and as no claims were received, continuing the winding-up proceedings was deemed futile. Referring to the decision in Meghal Homes (P) Ltd. v. Shree Niwas Girni K.K. Samiti, the Court found it just and reasonable to dissolve the company under Section 481 of the Act. The Official Liquidator was discharged, and the available balance was to be transferred to the Common Pool Fund. The judgment directed the Official Liquidator to communicate the decision to the Registrar of Companies within 30 days. Consequently, the company petition and pending applications were disposed of, and the next hearing date was canceled. The dissolution of the company (in liquidation) and the closure of its accounts were ordered in line with the legal provisions and the prevailing circumstances of the case.
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