The Official Liquidator v. -
HONOURABLE SRI JUSTICE VILAS V. AFZULPURKAR COMPANY APPLICATION No.1194 OF 2013 ORDER:
This application is filed by the official liquidator to take on record the report filed under Rule 9 of the Companies (Court) Rules, 1959 r/w Section 497(6) of the Companies Act, 1956, (for brevity, "the Act"), and for passing further orders as to dissolution of the company.
2. The affidavit filed by the deputy official liquidator states that the company under liquidation was under voluntary winding up as per the resolution of the members, dated 18.02.2012, and the official liquidator was appointed as a Liquidator. The said company under liquidation was incorporated on 12.08.1996 and the balance sheet of the company as on 31.03.2011 shows shareholders' funds amounting to Rs.43,85,000/- comprising of share capital. As there are no secured or unsecured creditors of the company in liquidation, it had cash balance of Rs.6,39,259.16 ps. and deposits of Rs.4,00,000/- and loans and advances to a tune of Rs.1,91,543/- as shown in the balance sheet. It is stated that as per the extraordinary meeting of the company held on 18.02.
2012, a special resolution was passed for voluntary winding up and a chartered accountant, Shri D. Gowtham, was appointed as liquidator. The said liquidator complied with winding up as per Section 497 of the Act. The winding up of the company was concluded on 10.07.2013. The return in Form 156 r/w Rule 329 of the Company Court Rules was also filed, which is annexed hereto as AnnexureA.
3. The official liquidator has examined the said return and the accounts and on scrutiny, it is stated that he is satisfied that the affairs of the company are not carried out in any manner prejudicial to its members or to the public interest. The return-annexure-A, referred to above, shows that the cash at
bank as well as cash in hand have been duly accounted for and after deducting the dividend distribution tax and liquidator's remuneration and meeting all other incidental expenditure as establishment, bank charges and other expenses and after giving credit to the income tax refund of Rs.1,01,000/-, the net amount of Rs.56,61,288/- is returned to the contributories. On the basis of said return, it was further stated in paragraph 7 of the report filed by the official liquidator that he has already obtained certificate from the Income Tax Department under Section 178 of the Income Tax Act, 1961 and the liquidator further states that there are no dues pending against EPF, ESI, Central Excise or I.T.Depoartment. The I.T.
Assessments filed upto the year ending 31.03.2011 are complete and no assessment disputes are pending with the I.T.Department. Further the provisional balance sheet as on 30.01.2012 was approved in the general meeting held on 18.02.2012. Notice of the final meeting was published in Eenadu Telugu Daily Newspaper Hyderabad edition on 31.05.2013. The report of the official liquidator states in paragraph 8 that a final meeting of members as required under Section 497 of the Act was held on 10.07.2013 and was attended to by 1) D.Rajasekhar Rao, 2) C.Jalapath Rao, 3) J.Bapu Reddy, 4) A.Laxma Reddy, 5) Y.Sambasiva Rao, 6) Jeevan Rao, 7) B.Krishna Murthy, 8) J.P.Sharma, 9) R.Vivekanand, 10) T.Narendera and
11) D.L.N.Swamy, who have signed the attendance register, which is evident from the records of the official liquidator.
4. The resolution of the said final meeting was unanimously passed and the said special resolution states as follows: "Resolved that:
i.The final accounts of the Company along with the report of liquidators be and is hereby approved and handed over to official liquidator after the company has been deemed to be dissolved. ii. The books, accounts and documents of the Company and of liquidators be handed over to official liquidator after the company has been deemed to be dissolved."
5. After considering the final statement of account; the return-Annexure-
A; and the requirement of Section 497(6) of the Act having been fulfilled, the said return-annexure-A is taken on record and the company under liquidation shall stand dissolved.
This company application is, accordingly, allowed. There shall be no order as to costs.
______________________ VILAS V. AFZULPURKAR, J December 6, 2013 LMV HONOURABLE SRI JUSTICE VILAS V. AFZULPURKAR
COMPANY APPLICATION No.1194 OF 2013 Dt: 06.12.2013 LMV