Back
2016 Supreme(Del) 3212
IN THE HIGH COURT OF DELHI AT NEW DELHI
SUDERSHAN KUMAR MISRA, J.
INDIAN TELEPHONE INDUSTRIES - Petitioner
Versus
BHARAT PHOTO CIRCUITS LTD. - Respondent
CO.PET. 48 of 1993 & CO. APPL. NO. 904 of 2015
Decided On : 30-08-2016
For the Respondent: Mr. Kanwal Chaudhary, Adv. for Official Liquidator.
When a company has no assets to be realized and no recoveries are to be effected, the court can order the dissolution of the company in accordance with section 481 of the Companies Act, 1956.
Headnote:
Companies Act, 1956 - Dissolution of Company - Official Liquidator - Summary
Fact of the Case:
The Official Liquidator filed a petition for the dissolution of M/s Bharat Photo Circuit Ltd. under section 481 of the Companies Act, 1956, as the company had no assets to be realized and no recoveries were to be effected.
Finding of the Court:
The court found that the company had no assets to be realized and no recoveries were to be effected, and therefore, ordered the dissolution of the company in accordance with section 481 of the Companies Act, 1956. The Official Liquidator was discharged as the liquidator of the company.
Issues: The main issue was whether the company should be dissolved as it had no assets to be realized and no recoveries were to be effected.
Ratio Decidendi: The court relied on the decision of the Supreme Court in the case of Meghal Homes (P) Ltd. Vs. Shree Niwas Girni K.K. Samiti & Ors. (2007) 7SCC 753, which held that when the affairs of the company had been completely wound up or 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.
Final Decision: The court ordered the dissolution of Bharat Photo Circuit Limited and directed the Official Liquidator to deposit the remaining assets with the Reserve Bank of India in accordance with Section 555 of the Companies Act, 1956. The Official Liquidator was also exempted from conducting the half-yearly audit or filing the annual accounts of the respondent company.
SUDERSHAN KUMAR MISRA, J.
1. Co. Appl. No. 904/2015 is filed by the Official Liquidator under section 481 of the Companies Act, 1956 read with Rule 9 of the Companies (Court) Rules, 1959, praying that M/s Bharat Photo Circuit Ltd. (In Liqn.) be finally dissolved and the Official Liquidator, Delhi, be discharged as its liquidator.
2. It is stated that M/s Bharat Photo Circuit Limited was ordered to be wound up by this Court vide its order dated 09.01.1998 and Official Liquidator attached to this court was appointed as Liquidator of the said respondent company.
3. The Official Liquidator submits that possession of the factory situated at C-10, Site-4, Industrial Area, Sahibabad was taken over. Further, by way of order dated 15.11.2002 offer of M/s Narula Traders was accepted in a sum of Rs 2,60,000/- towards sale of Plant & Machinery of respondent company; and possession of the Plant & Machinery was handed over to M/s Narula Traders on 16.12.2002. Some other movable assets / articles of respondent company were sold for Rs.3,000/- in terms of order dated 17.08.2006 to Mr. Ashok Vats Electricals.
4. The land & building of respondent company situated at C-10, Site-4, Industrial Area, Sahibabad, is stated to have been sold to Mahalakshmi Enterprises Ltd. in terms of order dated 12.08.2004 for Rs.70.00 Lacs; which sale was confirmed by this Court on 20.01.2005 in favour of Ideal Enterprises Pvt. Ltd. nominee of Mahalakshmi Enterprises Ltd., the auction purchaser.
5. In compliance of order dated 13.09.2004, the Official Liquidator invited claims from all categories of creditors and workmen by publication of advertisements in newspapers “Statesman” (English) and “Jansatta” (Hindi) on 16.10.2004. And in response thereof, only two claims were received from secured creditors being, UPFC and PICUP. The said claims are stated to have been examined; and on the basis of funds available, the amounts payable to them, pro-rata was worked out. On 04.08.2005, this Court, while considering OLR No. 278/05 filed by Official Liquidator, permitted disbursal of dividend to UPFC and PICUP accordingly.
6. It is also noticed from the Statement of Affairs that as on the date of winding up order, no assets were available except the factory mentioned in the assets specifically pledged; and the same has been already disposed off/sold.
7. During the course of Winding up proceedings, one suit being CS(OS) No. 671/2005 came to be filed by Indian Telephone Industries Ltd. against the respondent company seeking decree in a sum of Rs.23,52,491.69 of which the principal sum due was Rs.18,97,170.73, and the balance was pre-suit interest. That Suit was dismissed on 06.09.2012 after trial by this Court. The Official Liquidator informs this Court that said judgment dated 06.09.2012 was carried in appeal by way of RFA(OS) No.138/2012 before the Division Bench of this High Court, which has also been dismissed on 18.09.2015.
8. The Official Liquidator submits that since sufficient funds are not available in the account of respondent company, therefore the list of contributories was not settled and as such no refund on capital is proposed. Official Liquidator further states that as per the records, no assets remain in the hands of the Official Liquidator. Further, that as on 30.06.2016 only an amount of Rs.2,51,704.59 is available with Official Liquidator.
9. It is contended that in view of the above facts, since the respondent company has no assets to be realized and no recoveries are to be effected, hence there would be no useful purpose to continue with the present proceedings. In the interest of justice, the respondent company be therefore directed to be dissolved forthwith in terms of section 481 of the Companies Act, 1956 and the Official Liquidator be discharged as liquidator of the company.
10. In the case of Meghal Homes (P) Ltd. Vs. Shree Niwas Girni K.K. Samiti & Ors. (2007) 7SCC 753, the Supreme Court, inter alia, in paragraph 31 thereof, has held as under :-
“………
