The central legal point established in the judgment is that when a company has no assets and no claims are received from creditors, it may be dissolved under the Companies Act.

JUDGMENT

C. Hari Shankar, J.

Co.Appl. 284/2021 in CO.PET. 562/2014

1. This is an application by the Official Liquidator under Section 481 of the Companies Act, 1956, for final winding up of M/s Ruchika Autolinks Private Ltd. (hereinafter referred to as "the Company").

2. Vide order dated 16th August, 2016, this Court appointed the Official Liquidator attached to this Court as Provisional Liquidator to oversee the affairs of the Company, and to take over the assets, Books of Accounts and records of the Company. Thereafter, a team of officials from the office of the Official Liquidator was deputed to take possession of the properties and assets of the company situated at B-86, Durga Vihar, Sainik Farms, Devli Gaon, New Delhi on 22nd September, 2016.

3. A team from the office of the Official Liquidator also visited the second property of the company located at 22nd Milestone, NH-58, Meerut Road, Ghaziabad. It was seen that the property at B-86, Durga Vihar, Sainik Farms, Devli Gaon, New Delhi was rented out and that the premises at 22nd Milestone, NH-58, Meerut Road, Ghaziabad housed a showroom/service station of Mitsubishi, run by M/s Vivek Autolinks. No records or assets in the name of the Company were found at the said site.

4. A third address, found on the website of the Company at UN Road, Diana, Vasco Da Gama, Goa was also visited by the Official Liquidator on 6th January, 2017. A motor garage run by M/s KAR Motors was found to be operating from the said site. The owner of the said premises stated that he had no relation with the Company.

5. A fourth address, mentioned in the petition at C-71, Sector 44, Noida District, Gautam Budh, was visited by the team of the Official Liquidator on 13th December, 2016. The site was found to be vacant. The neighbour informed the team of the Official Liquidator that the property belonged to one Mr. Upadhayay. Accordingly, the said property was taken over by the Official Liquidator by pasting a notice thereon under Section 456 of the Companies Act, 1956. Security guards were also deployed to guard the property.

6. Subsequently, statutory Notices under Rule 130 of the Companies Court Rules, 1959 and under Section 544 and 546 of the Companies Act, 1956 were issued to the former Directors of the Company on 23rd September, 2016, the Registrar of Companies and the Income Tax Authorities.

7. One Mr. Vivek Upadhayay who claimed to be a former Director of the Company, appeared before the Official Liquidator on 4th October, 2016. His statement was recorded under Rule 130 of the Companies (Court) Rules,1959. Statement of Affairs was filed by Mr. Upadhayay on 3rd February, 2017, which was found to be defective. Intimation in this regard was communicated to Mr. Upadhayay on 8th March, 2017.

8. No Statement of Affairs was filed by the other former director of the company Mrs. Saroj Upadhayay. Nor did she appear for recording of her statement under Section 130 of the Companies Court Rules.

9. In the circumstances, Crl.(O)(Co.) 7/2017 was also filed by the Official Liquidator, against the former directors along with Co. Appl. 1142/2017 under Sections 468 and 477 of the Companies Act.

10. Vide order dated 1st September, 2017, the former directors Mr. Vivek Upadhayay and Mrs. Saroj Upadhayay were directed to appear before the Official Liquidator on 7th September, 2017.

11. Learned counsel for the Official Liquidator submits, on instructions, that the former directors did not cause to appear on the said date.

12. Co. Appl. 705/2017 was moved by the petitioner-M/s Tata Capital Financial Services Ltd. before this Court. The petitioner stated that the aforesaid plot stood mortgaged with the petitioner as a guarantee.

13. When the said application came up before this Court on 14th August, 2019, M/s Phoenix Assets Reconstruction Company Ltd. (M/s Phoenix ARC) entered appearance and stated that the petitioner had executed an assignment deed in its favour. This Court directed the Official Liquidator to verify the property docu