JUDGMENT A. K. Banerji, J.
1. The abovenoted application has been filed by the official liquidator, under Section 481 of the Companies Act, 1956 ("the Act", in short), for dissolution of the company, Faizabad Roofing Company Ltd. (hereinafter referred to as "the company (in liquidation)").
2. The relevant facts, in brief, are that the company (in liquidation) was promoted as a joint sector enterprise by the U. P. Small Industries Corporation (U;P.S.I.C.) and a private entrepreneur in the year 1975. The company failed to run and a petition was filed by U.P.S.I.C. Ltd. for the winding up of the company. By order dated September 8, 1987, the petition was allowed and the company was ordered to be wound up. The official liquidator attached to this court was appointed the liquidator. Notices were issued by the liquidator to all the directors of the company (in liquidation) for filing the statement of affairs. However, only one of the nominee directors of the U.P.S.I.C., namely, R. K. Kapoor, filed a statement of affairs which was incomplete. Consequently, the official liquidator filed Company Application No. 22 of 1992, under Section 454(5) of the Act, praying that cognizance for default be taken against the directors of the company (in liquidation) for not filing the statement of affairs. To this application, a counter affidavit was filed by Sri R. K. Kapoor, who was one of the nominee directors of the company, U.P.S.I.C. and Sri V. K. Manoocha, who was one of the directors on behalf of the private entrepreneurs. In the counter-affidavit filed by R, K. Kapoor, it was stated that he was only a nominee director of the company and the affairs of the company were being managed by private entrepreneurs who were also in charge of the records of the company. The statement of affairs which was filed, was on the basis of the information available with the U.P.S.I.C. and further information could not be submitted as the records were not available with them. Sri V. K. Manoocha, in his counter-affidavit, stated that he has resigned from the directorship of the company in the year 1976, and had sent intimation to the effect to the U.P.S.I.C. as well as the State Bank of India. After the winding up order was passed and the notice was received by the official liquidator, he had conveyed the said fact to the official liquidator. It has been further stated that the company was being managed by the U.P.S.I.C. and the records should be in their possession.
3. While hearing the said application, this court had directed learned counsel appearing for U.P.S.LC. to get a chartered accountant appointed and to file the statement of affairs after inspecting the records from the office of the Registrar of Companies or the tax authorities. Efforts with regard to the same were made by the U.P.S.LC. but the chartered accountant also failed to get the required information as the relevant records were not available.
4. The official liquidator, now in his aforementioned application, has prayed for the dissolution of the company (in liquidation) on the ground that the U. P. Financial Corporation (U.P.F.C.) which had advanced loan to the company (in liquidation) had taken possession of the assets of the company, under Section 29 of the Act and has sold the entire assets in the year 1989, therefore, no realisation can be made. The latest half-yearly statement of account of the company (in liquidation) shows that it has no funds in the company and there is a minus balance of Rs. 37.30 which is over drawn.
5. Having heard learned counsel for the parties and the official liquidator and taking into consideration the facts and the circumstances of the present case, I agree with the submissions made by the official liquidator that no useful purpose shall be served in keeping the matter alive. The records of the company are not available. Unless a statement of affairs is filed the official liquidator cannot proceed in the matter. Eight years have gone by and no progress could be made for want of records. The nominee director is alleging that the records were with Sri V. K. Manoocha who, in his turn, has stated that he has resigned as far back as in the year 1976, and since then has no concern with the company. It has been alleged by the said ex-director that the records were with the U.P.S.I.C. The U.P.F.C. has already sold the entire assets of the company and nothing can be realised by the official liquidator. It will, therefore, be expedient to order that the company, Kaizabad Roofing Company Limited (in liquidation) be dissolved under Section 481 of the Act from the date of this order.
6. As a result, the application of the official liquidator, under Section 481 of the Companies Act, 1956, for dissolution of the company, Faizabad Roofing Company Limited (in liquidation), is allowed and the company is dissolved from the date of this order. The Company Application No. 22 of 1992 and Company Petition No. 14 of 1986 stand disposed of accordingly.