Delhi High Court
B.R.Foods Ltd. vs ....................... on 14 December, 2012
Author: Indermeet Kaur
$~A6
* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of Judgment:14th December, 2012
+ CO.PET. 163/1995
IN THE MATTER OF
BR FOODS LTD. ..... Petitioner
Through Mr. Kanwal Chaudhary, Adv. for
the Official Liquidator.
Mr.K.N.Jayshanker, Advocate for
Kailash Apartments Pvt. Ltd.
CORAM:
HON'BLE MS. JUSTICE INDERMEET KAUR
INDERMEET KAUR, J. (Oral)
Co. Appl. 2398/2012
1. This application has been filed under Section 481 of the
Companies Act, 1956 seeking dissolution of the Company M/s B.R.
Foods Limited. The Company was wound up on 27.10.1998.
2. The registered office of the Company located at 9935/11, New
Rohtak Raod, New Sarai Rohilla Railway Station was sealed on
16.04.1999; it was a rented premises and as per the order of this Court
dated 02.09.2009, the Official Liquidator was directed to return the
premises to the owner provided that he would provide Indemnity Bond
& undertaking for the same; the premises were returned back to the
owner. All the records were shifted to the office of the Official
Liquidator.
3. There were three directors of the Company; notices under
Sections 454 and 456 of the Companies Act; Income Tax, Sales Tax as
also under Rule 130 of the Companies Court Rules were also issued to
them to record their statements; statements of the ex-directors were
recorded.
4. Criminal complaint filed under Section 454 of the Companies Act
i.e. Crl. O. (Co.) 1/2007 was disposed of vide order dated 13.01.2011.
5. The possession of factory premises of the Company i.e. Habibpur,
Tehsil Dadri Distric, Ghaziabad (UP) was also taken by the Official
Liquidator on 03.12.1998; the factory premises was sold for Rs. 1.62
crores and the possession of the premises was handed over to the auction
purchaser on 09.06.2003and the sale deed was executed on 06.05.2008.
6. Claims had been invited from the creditors and the workmen of
the Company(in liqn.) by publication in 'Economic Times' (English
edition) and 'Dainik Jagran' (Hindi edition); the claims received from
the secured creditors and workmen were scrutinized and admittedly by
the Committee approved by this Court; on 26.07.2012 this Court had
directed the Official Liquidator to release a sum of Rs.12,59,296.39 to
IFCI at the ratio of 49.47% and a sum of Rs. 93,931.75/- to 19 workers
at the ratio of 3.69%. Amount of Rs. 12,59,296.39/- has accordingly
been disbursed to IFCI .
7. In compliance to Court order dated 03.10.2012, a notice had been
issued to K. K. Shukla, President, All India Engineering and General
Mazdoor Union to provide complete details of workers; in response
thereto he had stated that he had no communication with the workers
and unpaid amount of Rs. 99,931.75/- may be transferred to Reserve
Bank of India under Section 555 of the Companies Act. All secured
creditors have been paid fully and unpaid amount due to workers has
been transferred to Reserve Bank of India on 27.11.2012.
8. There are no other assets available for realization. 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 05.12.2012 is Rs. 2,78,457.77/-.
9. 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."
10. 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 B.R. Foods Ltd. is dissolved
under Section 481 of the Companies Act.
11. The Official Liquidator is permitted to transfer the balance fund
available i.e. Rs. 2,78,457.77/- 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. 2398/2012 as
also the Company Petition No. 163/1995 are disposed off and the
Official Liquidator is discharged. The files and records of the company
be consigned to record room.
INDERMEET KAUR, J
DECEMBER 14, 2012
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