The lack of funds and assets to proceed with the winding up proceedings justifies the dissolution of a company under Section 481 of the Companies Act, 1956.

ORDER :

1. Heard learned advocate Ms. Bhoomi Thakore for the applicant.

2. By this report under Section 481 of the Companies Act, 1956, the official Liquidator has prayed for dissolution of the company, named, M/s. Yogi Polyester Ltd. (In Liquidation), which was ordered to be wound up vide order dated 21.07.2006 passed in Company Petition No.217 of 1998.

3. That the Official Liquidator appointed M/s. Harish P. Jain & Associates, Company Secretary at the Office of Registrar of Companies, Gujarat, Ahmedabad to inspect the records of the said company maintained by the office of the Registrar of Companies, Gujarat to find out the assets and properties, liabilities, address of Registered Office, factory premises, Secured Creditors, and names and addresses of the Ex-Directors of the company. That as per the search report after taking inspection of the records of the Registrar of Companies, Gujarat by the company secretary it was indicated that the assets and properties of the company in liquidation consisted of two premises one being registered office situated at Yogi House, Old Padra Road, Baroda as well as factory premises situated at 6/2, GIDC Industrial Estate, POR, Ramangamadi, Karjan, Dist. Vadodara.

4. It is further stated in the report that during the inspection of the record of the Register of Companies, Gujarat it was found that there are two creditor of the company in liquidation one being Bank of Baroda, Alkapuri Branch, Alkapuri, Baroda and ICICI Bank Ltd, 163, Backbay Reclamation, Bombay.

5. It is further stated in the report that in compliance of winding up order, the Office of the Official Liquidator had deputed its officials for taking over possession of the assets and properties of the company in liquidation. However, while taking possession of company Registered Office situated at “Yogi House”, Old Padra Road, Baroda, it was informed by ex-director of the company in liquidation that said premises were never belonging to company in liquidation and in support of his statement, said ex-director furnished documentary evidence on the basis of said evidence the Officials of the Official Liquidator could not take possession of Regd. Office. Thereafter, the Officials of the Official Liquidator visited company factory premises situated at 6/2, GIDC Industrial Estate, POR, Ramangamadi, Karjan, Dist. Vadodara-391 243, on the site, they observed that Court’s Receiver appointed by DRT, Mumbai had taken possession of the said factory premises on the basis of OA filed by ICICI Bank, hence, the Officials of the Official Liquidator couldn’t take the possession of the said factory premises.

6. It is further stated in the report that the Official Liquidator filed compliance report by way of OLR No.180 of 2007 wherein praying various prayers including ratification for not taking possession of Registered office and factory premises of the company in liquidation. The same came to be allowed vide order dated 09.04.2007 passed in OLR No.180 of 2007, wherein it was further directed to invite claim from workmen under Section 529A of the Companies Act, 1956.

7. It is further stated in the report that the Official Liquidator filed OLR No.72 of 2007 inter-alia seeking permission to initiate proceedings under Section 454 (5) of the Companies Act, 1956 against ex-directors of the company in liquidation. The same came to be allowed, in compliance of the aforesaid order, the Official Liquidator filed criminal case being O. J. C. R. No. 08 of 2007.However, during pendency of the said case, ex-director of the company in liquidation filed Statement of Affairs before the Office of the Official Liquidator. Hence the aforesaid O.J.C.R. No. 8 of 2007 came to be disposed of vide order dated 27.12.2007 by this Court.

8. It is further stated in the report that, the DRT, Mumbai vide its order dated 11.02.2008 passed in Recovery Proceeding No.338 of 2005 confirm