Delhi High Court
Shri Ram Bearing Ltd. vs M/S Trishakti Electronics P. Ltd. on 11 December, 2012
Author: Indermeet Kaur
* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of Judgment:11th December 2012
+ CO.PET. 179/1994
SHRI RAM BEARING LTD. ..... Petitioner
Through None.
versus
M/S TRISHAKTI ELECTRONICS P. LTD. ..... Respondent
Through Mr. Mayank Goel, Adv. for the
Official Liquidator.
CORAM:
HON'BLE MS. JUSTICE INDERMEET KAUR
INDERMEET KAUR, J. (Oral)
Co. Appl. 2386/2012
1. This application has been filed under Section 481 of the
Companies Act, 1956 seeking dissolution of the Company M/s.
Trishakti Electronics (P) Ltd. The Company was wound up on
17.09.1999.
2. The registered office of the Company was located at C-37
Cannaught Circus, New Delhi. The factory premises of company was
located at C-42, Sector-2, Noida (UP). On reaching the registered office
of the Company no signboard was found there; the same was the
position qua the factory premises; on reaching there no signboard was
found of the factory either. Vipin Sahni, the landlord was contacted who
informed that the factory premises was situated at Sector 58, Noida
U.P.; on reaching there, the factory was found in possession of UPFC,
NOIDA and a small board indicating that person interested in purchase
of the said property can contact the UPFC, Noida. The factory premises
thus could not be sealed. On enquiry, it was revealed that the said plot
was in the name of Enn Vee Electicals (P) Ltd. which was mortgaged to
the corporation against financial assistance granted to Enn Vee
Electicals (P) Ltd.
3. There were seven directors of the Company; notices were issued
to them under Section 454 and 456 of the Companies Act as also under
Rule 130 of the Company Court Rules. Three of the ex-directors,
namely, Ashok Talwar, Sunil Kumar and Sanjeet Banerjee had got their
statements recorded under Rule 130. As per their statements the only
asset of the Company was the factory at C-42, Sector-2, Noida which
was owned by the Company. These statements also revealed that day to
day business and the records of the Company were being handled by
Vipin Sahni, ex-director of the Company.
4. Statement of affairs was not filed by the ex-directors. Record has
also not been handed over by them. On 29.11.2012, the application
under Sections 468/477 of the Companies Act and the complaint filed
by the Official Liquidator under Section 454(5) of the Companies Act
were disposed of.
5. Pursuant to the orders of this Court the last audited balance sheet
of the Company for the year 31.03.1995 had been collected from the
ROC which had reflected that there are three secured creditors i.e.
UPFC, State Bank of Hyderabad and SRF Finance Ltd. UPFC had
sought a discharge as his dues had been settled and he was accordingly
discharged vide order dated 01.05.2007. State Bank of Hyderabad
informed the Official Liquidator that it had no knowledge about the
latest position about the assets of the Company; further the account had
been assigned to ARCIL by the Bank.
6. Statements of Vipin Sahni and Kiran Sahni, ex-directors of the
Company were recorded under rule 130 of the Company Court Rules
wherein it was revealed that another company, namely, Kalpatru Export
(P) Ltd. had purchased the factory premises of the Company (in liqn.).
In this scenario, the Official Liquidator could not take possession of any
moveable and immoveable assets of the Company.
7. In spite of best efforts the addresses of the other ex-directors
could not be traced. On 21.02.2012, the Official Liquidator had been
directed to handover the claim notices to Vipin Sahni for inviting
claims. Symbolic possession of the premises of the Company at C-42
Sector 2, Noida UP was taken; it was informed that this property had
been purchased by Kalpatru Export (P) Ltd. in 1994-1995.
8. On 21.02.2012, this Court had directed Vipin Sahni to deposit a
sum of ` 1 lac towards the ad-hoc rent of the aforenoted property which
was deposited in the office of the Official Liquidator on 23.02.2012.
Claims were invited by publication in the newspapers, namely,
'Hindustan Times' (English Edition) and 'Dainik Jagran' (Hindi
Edition). No claims have been received except the claim of the
petitioning creditor i.e. Sri Ram Bearing Ltd. (SBL); the claim of the
petitioning creditor to the tune of Rs. 3,03,505.08/- along with interest at
the rate of 8% per annum totaling a sum of Rs. 7,52,700/- has since
been paid to the petitioning creditor and undertaking of Vipin Sahni and
Kiran Sahni has been noted that in case any claim arises in future i.e. of
the secured creditor, unsecured creditor, workman or any other category
they will satisfy the said claim.
9. There are no other assets available for realization. In view of the
aforenoted factual position, no useful purpose would be served in
keeping the company alive. As per the books of account maintained by
the office of Official Liquidator the fund position of the company as on
20.11.2012 is Rs. 89,724/-.
10. In the case of Meghal Homes (P) Limited Vs. Shree Niwas Girni
K.K. Samiti & ors. (2007)7 SCC 753, the Supreme Court, inter alia, in
paragraph 31 thereof, held as under :-
"......when the affairs of the Company had been
completely wound up or the Court finds that the Official
Liquidator cannot proceed with the winding up of the
Company for want of funds or for any other reason, the
Court can make an order dissolving the Company from
the date of that order. This puts an end to the winding-up
process."
11. In view of the above decision of the Supreme Court and the facts
and circumstances of this case, the liquidation proceedings deserve to be
brought to an end. Consequently, M/s. Trishakti Electronics (P) Ltd. is
dissolved under Section 481 of the Companies Act. The Official
Liquidator is permitted to transfer the balance fund i.e.
Rs.89,724/available in the Company's account to the Reserve Bank of
India after creating provision for payment of government fee, audit fee
and other liquidation expenses. The Official Liquidator is permitted to
close the books of account of the company. A copy of this order shall be
communicated to the Registrar of Companies within 30 days by the
Official Liquidator. The C.A. No. 2386/2012 as also the Company
Petition No.179/1994 are disposed of and the Official Liquidator is
discharged. The files and records of the company be consigned to record
room.
INDERMEET KAUR, J
DECEMBER 11, 2012 /rb
