IMPORTANT POINT
The central legal point established in the judgment is the application of Section 481 of the Companies Act, 1956 for the dissolution of a company in liquidation.

JUDGMENT

CO. APPL. 641/2023 (UNDER SECTION 481 OF THE COMPANIES ACT, 1956)

1. This is an application filed by the Official Liquidator under Section 481 of the Companies Act, 1956[The Act] read with Rule 9 of the Companies (Court) Rules, 1959[Rules], praying that the respondent company (in liquidation) be dissolved and the Official Liquidator be discharged as its Liquidator.

2. This application for dissolution of the company (in liquidation) has been moved in the present Company Petition preferred under Section 433(1)(e) read with Sections 434 and 439 of the Companies Act, 1956 by the petitioners, who sought winding up of the respondent company on the ground that the respondent company was unable to pay its debts amounting to Rs. 28,61,469/- despite serving of statutory notice dated 22.06.2009.

3. This Court in exercise of its jurisdiction vide order dated 05.08.2011, directed the respondent company to be wound up provisionally and an Official Liquidator attached to this court was appointed as the Provisional Liquidator of the company. Furthermore, the respondent company, its Directors, officers, employees, authorised representatives were restrained from selling, alienating, encumbering and parting with the possession of any movable and immovable assets and funds of the company.

4. It is apposite to note that on the basis of an undertaking by the respondent company to pay the petitioner bank a sum of Rs. 33 lacs towards full and final settlement of its dues, the earlier order dated 05.08.2011 was vacated by this court vide order dated 23.12.2011, and the Official Liquidator was discharged. However, the respondent company failed to make payments as per the settlement/undertaken given by it, whereafter an application bearing No. CO.APPL. 1504/2012 was moved seeking revival of the winding-up proceedings. The same was allowed vide order dated 08.08.2013 and a Provisional Liquidator was appointed to initiate appropriate winding up proceedings against the company. Further, the Ex-directors were directed to hand over the assets, records and books of accounts of the company to the Official Liquidator, as also file a statement of affairs by issue of notices under Sections 456 and 454 of the Companies Act, 1956.

5. It is brought out that as per the record of the Registrar of Companies, Delhi and Haryana, the Registered Office of the company is situated at S-98, Sunder Block, Sharapur, Delhi-92, and the following persons have been shown to be the Ex-Directors of the company (in liquidation):

i. Mr. Dilip Kochar,

S/o Late Vijay Singh Kochar, residing at E-202, Sukhan Residency, L.P. Sarvani Road, Adajan, Surat, Gujarat; and

ii. Mr. Babu Lal Kochar,

Residing at #743, Deshpandele House, Tri Murti Nagar, Nagpur, Maharashtra.

6. The record of the Registrar of Companies also shows that besides the registered office of the company (in liquidation) which is located at S-98, Sunder Block, Shakarpur, Delhi, the following properties are also shown as belonging to the respondent company:

i. D-503, 5th Floor, Sahnip Vicco, Surat, Gujarat;

ii. New City 299, Ashirvad Villa, Surat, Gujarat;

iii. 804/A, Centre Point, Ring Road, Suraj, Gujarat; and

iv. 1/9, Kusum Chandra Park, Char Rasta Hazira Road, Icchapur, Surat, Gujarat;

7. It has been submitted that the possession of the abovementioned premises could not be taken as on visit by the officials of the Official Liquidator's office, it was found that the same were residential flats. With respect to the premises at serial No. (iv), it has been stated that the premises was locked, and a board of M/s Radhe Roadways was affixed at the shop, which was given on rent to the company (in liquidation) which apparently vacated in favour of the landlord.

8. With regards to other movable assets and funds of the company (in liquidation), it has been submitted that vide letter dated 08.11.2014, ICICI Bank, Surat Branch had informed that there are no funds available for remittance in the account of the company (in liquidation). A perusa