IN RE: AUTO ELECTRICAL (INDIA) LTD Vs. STATE

JUDGEMENT

(1.) Matter has come up on application filed by Official Liquidator under Section 481 of the Companies Act seeking permission for dissolution of company-in-liquidation.

(2.) M/s. Auto Electricals (India) Private Limited was ordered to be woundup by this Court vide order dated 18-9-1987 passed in company Petition No. 11/1985 and the Official Liquidator attached to this Court was appointed as provisional liquidator with effect from the date of winding-up order. As per provisions of Section 444 of the Companies Act and Rule 109 of the Companies (Court) Rules, 1959 a copy of the winding up order was served upon Official Liquidator on 23-9-1987 and he took necessary steps for taking over the possession of the assets and records of the company-in-liquidation and issued necessary statutory notices to the concerned Government departments as well as ex-directors of the company-in-liquidation. It reveals from the record that assets of the company-in-liquidation were under the custody of Punjab National Bank and after notices were issued regarding statement of affairs, proceedings were initiated under Section 454(5) of the Act against ex-directors of the company vide application No. 1 /94 and this Court acquitted the accused vide order dated 24-10-1997. Copy of unaudited balance-sheet of the company-in-liquidation was furnished on 18-9-1997 and as per statement of affairs there were some assets having realizable value thereof shown by the ex-management was of Rs. 1,58,567 and no secured creditor has been shown in the statement of affairs. The Official Liquidator vide its communication dated 3-7-2008 asked the Income-tax Department that he is going to file dissolution report under Section 481 of the Companies Act and if any income-tax dues are there of the company-in-liquidation, the Official Liquidator may be informed but there is no demand notice ever received from the Income-tax Department after passing of the winding up order of the company. The Official Liquidator filed another application bearing No. 60/89 for dissolution of assets, list of which has been referred in para 4 of the application and this Court after hearing the counsel for Official Liquidator passed the order on 7-12-1989. According to the order, the tender notice for publication was made in the daily newspaper and publication charges were also paid by the Official Liquidator, certain parties appeared for inspection of the assets but no response came forward, however Shri Suresh Jain of M/s. Jain Electricals Industries, Jaipur visited the office and informed that the theft has taken place in the premises of the company-in-liquidation and accordingly FIR bearing No. 192/90 was registered on 20-9-1990 for the offence under Section 457/ 380 IPC. The SHO, Malviya Nagar, Jaipur finally submitted its report on 6-12-1990. The Official Liquidator bearing No. 3/91 sought permission to allow him to dispose of the goods by way of scrap in case no interested party approach within a period of one month. The said application was allowed by this Court on 25-1-1991. The third application No. 11/91 was filed before this Court seeking permission to allow the Official Liquidator to dispose of the goods by adopting open public auction and that permission was granted to the Official Liquidator vide order dated 4-4-1991. All these articles were sold to the highest bidder Shri Kalu Ram son of Prabhati Lal, 1301, Uniyaron Ka Rasta, Chandpole Bazar, Jaipur for a consideration of Rs. 6,100 was accepted and possession of articles sold was handed over to the auction purchaser and sale was confirmed by this Court vide order dated 28-5-1991 passed in S.B. Application No. 16/ 91. The company-in-liquidation was running its business in rented premises No. FE-18, Malviya Industrial Area, Jaipur and this Court in Misc. Application No. 4/93 vide order dated 20-1-1993 directed to handover the possession of the premises to Sh. Suresh Jain proprietor of M/s. Jain Electronics Industries, Jaipur with certain conditions. After completion of all the formalities, possession of rented premises was handed over to Shri Jain on 22-1-1993. Proceedings in this regard were also initiated against ex-directors of the company under Sections 542 and 543(1) of the Companies Act and that was dismissed by this Court vide order dated 1-10-1997. However, final report has been submitted by the Official Liquidator, in which balance of Rs. 18,313.25 has been shown to be with him, which has been deposited in PD account with the Punjab National Bank and in such circumstances, Official Liquidator is not in a position to invite claims pursuant to Rule 148 of the Company (Court) Rules, 1959 and in these circumstances, request has been made to dispense with the requirement of Rule 148 read with Rules 167 and 180 to 196 of the Companies (Court) Rules and under these facts and circumstances application has been filed for dissolution of the company.

(3.) After going through the material on record and what has been referred (supra), this Court considers it appropriate that no purpose is going to be served to continue with the proceedings in regard of the company-in-liquidation and there appears to be no possibility for recovery of debts and in these circumstances, the company-in-liquidation M/s. Auto Electrical Private Limited in exercise of powers under Section 481(1) of the Companies Act stands dissolved and the Official Liquidator may send its report, in terms of Section 481(2) to the Registrar of Companies for taking necessary action in accordance with law.