M/S Indian Exports & Imports P. ... vs M/S Pashupati Technofeb Ltd.
2012 Latest Caselaw 3863 Del

$~2

*     IN THE HIGH COURT OF DELHI AT NEW DELHI

      %                              Date of Judgment:03.7.2012

+                          CO.PET. 225/1995

      M/S INDIAN EXPORTS & IMPORTS P. LTD. ..... Petitioner
                    Through: None.


                  versus


      M/S PASHUPATI TECHNOFEB LTD.           ..... Respondent
                    Through: Ms. Vidhi Gupta for Mr.Praveen
                             Singh, Advocate for Auction
                             Purchaser.
                             Mr.Sanjay Katyal, Adv. for
                             Official Liquidator.


      CORAM:
      HON'BLE MS. JUSTICE INDERMEET KAUR


INDERMEET KAUR, J. (Oral)

C.A. No.583/2012 & CO.PET. 225/1995

1 The present application has been filed by the Official Liquidator

under Section 481 of the Companies Act, 1956 (for short 'the Act)

praying for dissolution of the Company M/s Pashupati Technofeb Ltd.

(in liquidation). This company was ordered to be provisionally wound

up by this Court vide its orders dated 02.5.2002 and finally on

15.10.2004. The Official Liquidator attached to this Court was

appointed as its Liquidator with a direction to take charge of all the

assets and records of the company. On affidavit it has been stated that a

team of this office on 12.7.2002 visited the registered office of the

Company situated at 1103, Nirmal Tower Barrakhamba Road, New

Delhi to take over the assets of the respondent company including the

books of account and other records and to prepare an inventory in

respect thereof. After reaching the registered office the official team

met one Mr. Sanjay Mehta (an ex-employee of the said company) who

informed the Official team that ex-directors of the Company are out of

station and there are two companies running their office in the said

premises namely East-West International & M/s Pashupati Technofeb

Ltd. Mr.Mehta identified the premises and records of M/s Pashupati

Technofeb Ltd. lying in two cabins inside the premises. The team

prepared an inventory of the goods/articles as well as records of the

company and sealed both the cabins in the presence of Mr. Sanjay

Mehta.

2 In terms of the order of this Court dated 09.9.2010, the Official

Liquidator was directed to dispose of the articles, lying at Nirmal Tower

Barakhamba Road, New Delhi for not less than Rs.25000/- after

verifying the same of which the inventory had been prepared on

12.07.2002. Mr.Atul Talwar landlord of the premises has deposited a

sum of Rs.25000/- with the office of the Official Liquidator on

06.10.2010 for purchase of the said articles/goods and records of the

Company which were already lying in his possession as per his

confirmation letter dated 06.10.2010.

3 On 25.01.2011 a team of the Official Liquidator was deputed to

hand over the possession of the articles/goods lying at Nirmal Tower to

Mr.Atul Talwar; records of the company have since been shifted to the

South Block i.e. the record room of the Official Liquidator on

25.01.2011.

4 On 26.4.2007 (in terms of the orders of the this Court) the factory

premises (plant and machinery, land & building) of the Company had

been sold to Mrs. Shashi Bala Gupta and Mrs. Anjali Gupta for

Rs.2,67,00,000/- and the possession of the same was handed over by the

Official Liquidator to Mr.Ravinder Gupta authorized by Mrs.Shashi

Bala Gupta and Mrs.Anjali Gupta (auction purchasers) on 22.5.2007.

Learned counsel for the petitioner, at this stage, submits that the sale

deed in favour of Mrs.Shashi Bala Gupta and Mrs. Anjali Gupta has

since been executed on 27.6.2012.

5 Learned counsel for the Official Liquidator further states that all

claims of the company have been settled and at present no claim is

pending; there are also no assets in the hands of the Official Liquidator.

The fund position of the company as on 05.3.2012 is Rs.1,60,954.62.

6 In view of the above mentioned facts and particularly when no

records are available of the Company (in liquidation) on the basis of

which anything can be realized, in the view of this Court no useful

purpose would be served in keeping the company alive and the

proceedings pending.

7 The observations of the Apex Court in Meghal Home P. Ltd. Vs.

Shree Niwas Girni K.K.Samiti reported in (2007) 7 SCC 753 in this

regard are relevant; they read as follows:

".......When the affairs of the Company had been completely wound up of 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."

8 In that view of the matter, the submission on behalf of the Official

Liquidator is not without substance and this Court feels that no useful

purpose would be served by keeping these proceedings alive.

Consequently the company is directed to be dissolved. It is accordingly

dissolved. The Official Liquidator is entitled to deduct not only his

expenses but also government commission out of the aforenoted sum of

Rs.1,60,954.62; the balance amount shall be deposited with the Reserve

Bank of India.

9     The Official Liquidator is discharged.

10    A copy of this order be sent to the Registrar of Companies within

30 days.

11    With the aforesaid directions, the present application as well as

Company Petition stands disposed of.




                                               INDERMEET KAUR, J
JULY 03, 2012
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