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 when it is just and reasonable in the circumstances of the case.

ORDER :

1. Heard Mr. D.M. Jayswal, learned advocate appearing for the applicant.

2. By this report under section 481 of the Companies Act, 1956, the Official Liquidator has prayed as under :

“(A) This Hon’ble Court may be pleased to permit the Official Liquidator to transfer Rs.4.9/- in the Common Pool Account.

(B) This Hon’ble Court may be pleased to permit the Official Liquidator to make payment towards professional fees of Rs.1,500/- to M/s. P.C. Rathod & Co., Chartered Accountants towards preparation of Auditor’s Certificate from the common pool Account maintained by the Office of the Official Liquidator since there is no fund lying in the account of the company in liquidation;

(C) This Hon’ble Court may be pleased to order that M/s. Gujarat Filaments Ltd. (in Liqn.) may be dissolved in terms & provisions of Section 481 of the Companies Act, 1956 and the Official Liquidator attached to this Hon’ble Court may be discharged and relieved as Liquidator of M/s. Gujarat Filaments Ltd. (In Liqn.).

(D) This report filed for such other and further orders and directions as may be just deem fit and proper may also be passed.”

3. It is submitted by the learned advocate for the applicant that by an order dated 26.09.2016 passed by this Court in Company Petition No. 74 of 2016, the above-named Company was ordered to be wound-up and the Official Liquidator, attached to this court, was appointed as Liquidator thereof with all powers under the Companies Act, 1956.

4. It is submitted that consequent upon winding up order passed by this Court, the Official Liquidator deputed his Official at the Office of the Registrar of Companies, Gujarat, Anmedabad 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 (In Liqn.).

5. It is submitted that, while taking inspection of the records of the Registrar of Companies, Gujarat, the official of the Official Liquidator compiled the details of the said company, as under :

xxx xxx xxx

xxx xxx xxx

6. It is submitted that as per schedule programme fixed by the Official Liquidator vide letter dated 08 12.2016, the Official Liquidator deputed his officials at the registered office situated at B 204, Mile Stones, Vasna Bhayali Road, Vadodara 390015 for taking over possession of the office of the company from the Ex-Directors of the company on 22.12.2016. However, on reaching the site, It was found that the said premises was a residential flat and one family was living in the said premises and there were no sign board of the company in liquidation. It is further informed by Shri Kailashnath Mishra, ex-director of the Company that the said residential flat is not belongs to the company in liquidation. In view of the aforesaid facts and circumstances, the official of Official Liquidator could not take over the possession of the said premises.

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