SHREE LAXMI GINNING FACTORY (P) LIMITED Vs. STATE

JUDGEMENT

(1.) This application has been filed by Official Liquidator under Section 497(6) of the Companies Act, 1956 (for short, 'the Act of 1956'), seeking permission of the court for dissolution of the company M/s Shree Laxmi Ginning Factory (P) Limited.

(2.) It has been asserted that M/s Shree Laxmi Ginning Factory (P) Limited was incorporated on 15.07.1950 and it was put into Member's Voluntary winding-up under Section 484 of the Act of 1956 by a Special Resolutions passed in the Extra Ordinary General Meeting held on 14.03.2002 and notice of appointment of liquidator as provided under Section 516 was published in the Rajasthan Gazette dated 18.03.2002. The Directors of the Company appointed M/s S.C. Kabra & Company, Chartered Accountants, as their voluntary liquidator. On completion of winding-up proceedings, estimated value of the assets, which were required to be realized by the liquidator for distribution to the creditors/shareholders, comes to Rs.2,67,834.05 and after realization of the assets, it is revealed from the final statement of accounts that the voluntary liquidator distributed the assets in the manner as referred to in Para 5 of the application, and submitted declaration of solvency dated 16.02.2002 filed by ex-Directors of the company, to the effect that company will be able to pay its debts in full. The Official Liquidator vide his letter dated 16.01.2014 requested M/s. S.C. Kabra & Company to furnish the complete records/files relating to the case. In response thereto, the Official Liquidator received a letter dated 19.02.2014 to the effect that Shri S.C. Kabra, who was looking after the liquidator proceedings of the company, has expired on 01.03.2007, therefore, they are unable to furnish any information/document of the company, and death certificate was also placed on record. Shri Krishangopal Machhar, ex-Director of the company, vide letter dated 14.02.2014, informed the Official Liquidator that Smt. Parvatidevi Machhar, another ex-Director has expired on 01.12.2013 and that record of the company was in possession of Shri S.C. Kabra, who has expired on 01.03.2007. The death certificate of Smt. Parvatidevi Machhar is also on record. Shri Krishangopal Machhar, the ex-Director of the company, has also submitted an affidavit dated 14.02.2014 affirming that if any claim of any person arises in future, he will indemnify the same.

(3.) The Official Liquidator sent a letter dated 16.12.2013 to the Income Tax officer, Bhilwara, stating therein the resolution passed for the Member's Voluntary winding-up of the company on 14.03.2002 and in that regard the report of the Official Liquidator is required to be submitted before the High Court and therefore, requested to intimate any income tax due against the company. Therefore, it can be safely presumed that statutory liability against the department has been satisfied and the income tax department also has no objection for action if initiated under Section 497 (6) of the Act of 1956.