IMPORTANT POINT
The lack of assets for realization in the interest of the creditors can be a ground for ordering the dissolution of a company under Section 481 of the Companies Act, 1956.

JUDGMENT

Prathiba M. Singh, J. (Oral)

1. This hearing has been done through hybrid mode.

Co. Appl. 691/2023 (under Section 481 of the Companies Act, 1956)

2. This is an application filed by the Official Liquidator seeking dissolution of the Company. Ms. Sangeeta Chandra, ld. Counsel for the Official Liquidator submits that none of the immovable assets of the Company - SPA Luxury Lifestyle Ltd. and its sister concern, Horse Shoe Retail Holding (P) Ltd. were in the name of the Company and the only assets, which the Company owned, were some movable items, which were also sold for a nominal amount.

3. This application has been filed by the Official Liquidator (OL) under Section 481 of the Companies Act, 1956 read with Rule 9 of the Companies (Court) Rules, 1959, praying that Company (in Liqn.) i.e., the Respondent - SPA Luxury Lifestyle Ltd. be dissolved and the OL be discharged from the duties of a liquidator.

4. Vide order dated 4th October, 2018, the OL attached to this Court was appointed as the Provisional Liquidator of the Company, with directions to take charge of all assets, records and books of accounts belonging to the Company (in Liqn.). The citations were published on 4th July, 2019 in the newspapers "Statesman" (English) and "Veer Arjun" (Hindi). Subsequently, vide order dated 2nd December, 2019, the Company (in Liqn.) has been finally wound up. The publication of citation for final winding up of the Company (in Liqn.) has been dispensed with vide order dated 13th July, 2023 in CA No. 303/2023.

5. It is stated in the application that as per the records of the Company (in Liqn.) kept at the office of the Registrar of Companies, Delhi and Haryana (ROC) and Master Data available on MCA portal, there were two Directors namely, Mr. Narendra Singh Bisht and Mr. Rajpal Singh Bisht. Both the Directors have filed their statement under Rule 130 and Statement of Affairs (SOA) has been filed only by Mr. Narendra Singh Bisht on 10th May, 2019.

6. The registered office of the Company (in Liqn.) was at 2822/18, Bedanpura, Karol Bagh, New Delhi-110005. The same could not sealed by the team from the office of the OL on its visit to the registered office on 12th January, 2019, for taking over the possession of assets and records/books of accounts, as the team was informed that the registered office was never let out/sold to the Company or its Directors; that there was an existing Sale Deed which was shown to the team and the team did not find any sign board of the Company (in Liqn.) at the site.

7. The application points out that vide letter dated 21st February, 2019 received from Mr. Narendra Singh Bisht, Ex-Director it was informed that inventories/moveable assets (branded crockery items) of the Company (in Liqn.) as well as its sister concern namely, Horse Shoe Retail Holding Pvt. Ltd. were lying at Room No. 01, First Floor, Khasra No 504, next to NDMC Girls School Rajokri, New Delhi-110038.

8. The team from the office of the OL visited the said address on 22nd February, 2019. After taking photographs of the premises and preparing a list of inventory of articles lying therein along with a video of the inventory lying, the team sealed the main gate along with the lift which was installed adjacent to the room/hall where the inventory/moveable assets were kept.

9. The Court vide order dated 21st May, 2019 appointed Mr. Ankit Goel as the valuer for valuation of the moveable assets of the Company (in Liqn.) and its sister concern. The Valuation Report was submitted on 16th August, 2019 in a sealed cover. In terms of the permission granted vide order dated 02.12.2019 a combined Sale Notice for the said moveable assets was published in the newspapers on 27th January, 2020 and 28th January, 2020 respectively. Despite five prospective buyers having visited for inspection, no bids were received.

10. It is stated that while allowing CA No. 227/2022, permission was granted to appoint a fresh Valuer to revalue the moveable assets of the Company (in Liqn.).