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High Court Of Delhi|03 July, 2012


C.A. No.583/2012 & CO.PET. 225/1995
1 The present application has been filed by the Official Liquidator under Section 481 of the Companies Act, 1956 (for short ‘the Act) praying for dissolution of the Company M/s Pashupati Technofeb Ltd.
(in liquidation). This company was ordered to be provisionally wound up by this Court vide its orders dated 02.5.2002 and finally on 15.10.2004. The Official Liquidator attached to this Court was appointed as its Liquidator with a direction to take charge of all the assets and records of the company. On affidavit it has been stated that a team of this office on 12.7.2002 visited the registered office of the Company situated at 1103, Nirmal Tower Barrakhamba Road, New Delhi to take over the assets of the respondent company including the books of account and other records and to prepare an inventory in respect thereof. After reaching the registered office the official team met one Mr. Sanjay Mehta (an ex-employee of the said company) who informed the Official team that ex-directors of the Company are out of station and there are two companies running their office in the said premises namely East-West International & M/s Pashupati Technofeb Ltd. Mr.Mehta identified the premises and records of M/s Pashupati Technofeb Ltd. lying in two cabins inside the premises. The team prepared an inventory of the goods/articles as well as records of the company and sealed both the cabins in the presence of Mr. Sanjay Mehta.
2 In terms of the order of this Court dated 09.9.2010, the Official Liquidator was directed to dispose of the articles, lying at Nirmal Tower Barakhamba Road, New Delhi for not less than Rs.25000/- after verifying the same of which the inventory had been prepared on 12.07.2002. Mr.Atul Talwar landlord of the premises has deposited a sum of Rs.25000/- with the office of the Official Liquidator on 06.10.2010 for purchase of the said articles/goods and records of the Company which were already lying in his possession as per his confirmation letter dated 06.10.2010.
3 On 25.01.2011 a team of the Official Liquidator was deputed to hand over the possession of the articles/goods lying at Nirmal Tower to Mr.Atul Talwar; records of the company have since been shifted to the South Block i.e. the record room of the Official Liquidator on 25.01.2011.
4 On 26.4.2007 (in terms of the orders of the this Court) the factory premises (plant and machinery, land & building) of the Company had been sold to Mrs. Shashi Bala Gupta and Mrs. Anjali Gupta for Rs.2,67,00,000/- and the possession of the same was handed over by the Official Liquidator to Mr.Ravinder Gupta authorized by Mrs.Shashi Bala Gupta and Mrs.Anjali Gupta (auction purchasers) on 22.5.2007. Learned counsel for the petitioner, at this stage, submits that the sale deed in favour of Mrs.Shashi Bala Gupta and Mrs. Anjali Gupta has since been executed on 27.6.2012.
5 Learned counsel for the Official Liquidator further states that all claims of the company have been settled and at present no claim is pending; there are also no assets in the hands of the Official Liquidator. The fund position of the company as on 05.3.2012 is Rs.1,60,954.62.
6 In view of the above mentioned facts and particularly when no records are available of the Company (in liquidation) on the basis of which anything can be realized, in the view of this Court no useful purpose would be served in keeping the company alive and the proceedings pending.
7 The observations of the Apex Court in Meghal Home P. Ltd. Vs.
Shree Niwas Girni K.K.Samiti reported in (2007) 7 SCC 753 in this regard are relevant; they read as follows:
“…….When the affairs of the Company had been completely wound up of 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.”
8 In that view of the matter, the submission on behalf of the Official Liquidator is not without substance and this Court feels that no useful purpose would be served by keeping these proceedings alive. Consequently the company is directed to be dissolved. It is accordingly dissolved. The Official Liquidator is entitled to deduct not only his expenses but also government commission out of the aforenoted sum of Rs.1,60,954.62; the balance amount shall be deposited with the Reserve Bank of India.
9 The Official Liquidator is discharged.
10 A copy of this order be sent to the Registrar of Companies within 30 days.
11 With the aforesaid directions, the present application as well as Company Petition stands disposed of.
INDERMEET KAUR, J JULY 03, 2012 nandan
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High Court Of Delhi

03 July, 2012