M/S. Ammonia Supplies ... vs Registrar Of Companies
2010 Latest Caselaw 5102 Del

70.
*IN THE HIGH COURT OF DELHI AT NEW DELHI

+      CO.PET. 21D/1962 & CA No. 365/2009

       M/S AMMONIA SUPPLIES CORPN. P. LTD. ..... Petitioner
                     Through Mr. Mohinder Singh & Mr. Ankur Goel,
                     Advocates.

                     versus

       REGISTRAR OF COMPANIES            ..... Respondent
                      Through Dy. ROC.
                      Mr. Rajiv Behl, Advocate for the Official Liquidator.

       CORAM:
       HON'BLE MR. JUSTICE SANJIV KHANNA

              ORDER

% 09.11.2010

1. Mr. Gulzari Lal Bhargava had filed a petition for winding up of Ammonia

Supplies Corporation Private Limited. The said company had only two

contributories, viz., Gulzari Lal Bhargava and his brother Murari Lal Bhargava.

By order dated 21st December, 1962, the Punjab High Court, Circuit Bench at

Delhi, directed that the company be wound up and the proceedings were

transferred to District Judge, Delhi under Section 435 of the Companies Act, 1956

(Act, for short). Copy of the order is, however, not available on record and in

spite of best efforts the same has not been traced out.

2. However, order dated 27th January, 1986 passed in CA No. 727/1985 has

been placed on record. The said order states that sometime in September, 1976

there was a compromise between the contributories and Gulzari Lal Bhargava

gave up his claims and ceased to have interest in the company. Om Prakash

Bhargava was inducted as one of the shareholders with Murari Lal Bhargava.

Applications were filed under Section 476 of the Act and the winding up order

was stayed on several occasions but for limited periods. Sometimes in February,

CO.PET.21D/1962 Page 1 1978, Murai Lal Bhargava was designated as a Manager to look after the affairs of

the company. Since then the company has been transacting and carrying on

business and has been filing its income-tax returns. On 23rd March, 1979, the

proceedings were transferred by the District Judge to the Delhi High Court.

3. Order dated 27th January, 1986 records that the company had placed on

record income tax return for the assessment year 1985-86 along with audited

accounts. The said order records that all disputes had been settled and the

company had no creditors. Notice was issued to the Registrar of Companies and

the Official Liquidator. Registrar of Companies had stated that they have no

objection in case winding up order was stayed altogether. The Official

Liquidator in his reply had stated that the averments made in the application CA

No. 727/1985 were substantially correct. The Official Liquidator had stated that

income-tax dues had been paid but sales tax claim amounting to Rs.50,000/-

were pending scrutiny. The Official Liquidator had stated that he had no

objection to the winding up order being stayed altogether provided provision was

made in the sum of Rs.50,000/- towards sales tax dues. By the said order, the

winding up order was stayed altogether, subject to the direction that the company

would furnish bank guarantee in the sum of Rs.50,000/- towards payment of

sales tax dues, if any, which might become payable. Copy of this order was also

forwarded to the company in terms of Section 466 (3) of the Act.

4. In view of the aforesaid order dated 27th January, 1986, no further orders

or directions are required to be passed in the present company petition. The

effect of the said order is that the winding up order passed in the case of the

company dated 21st December, 1962 has been stayed indefinitely or infinitum.

The company has to be treated as an active company after the winding up order

CO.PET.21D/1962 Page 2 has been stayed.

5. The Registrar of Companies in their reply affidavit have now clarified that

the status of the company has been changed from "under liquidation" to "active"

in view of the fact that the winding up order has been stayed. In view of the said

reply filed by the Registrar of Companies, no further order or directions are

required. It may be also noted that the Official Liquidator in his report/reply to

CA No. 365/2009 has stated that the company has been revived and no fruitful

purpose will be served in keeping the liquidation proceedings alive.

6. With the aforesaid observations, the proceedings in CP No. 21D/1962 are

treated as disposed of. No further orders are required to be passed. The amount

lying deposited with the Official Liquidator including interest will be transferred

to the common pool fund. Claim, if any, of the Sales Tax Department will be

settled by the company.

7. It is clarified that in case there is any creditor of the company, the claim of

that creditor will not be treated as barred by limitation and period between the

filing of the winding up petition and the order passed today will be excluded.

Copy of this order will be filed with the Registrar of Companies. The

Official Liquidator will close their records.

DASTI.

SANJIV KHANNA, J.

       NOVEMBER 09, 2010
       VKR/P




CO.PET.21D/1962                                                                Page 3