Delhi High Court
Mr.Raj Kumar Sood vs Sood Tech P Ltd on 26 July, 2012
Author: Indermeet Kaur
$~
* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of Judgment:26th July, 2012
+ CO.PET. 354/2005 and Co. Appl. 1339/2012
MR.RAJ KUMAR SOOD ..... Petitioner
Through: Mr. M.M. Kumar, Advocate.
versus
SOOD TECH. P. LTD. ..... Respondent
Through: Mr. Ashish Makhija and
Mr.Abhinav Bhatnagar, Advocate
for Official Liquidator.
Mr. S.D. Khushawa, Adv. for R-3
& 5.
Mr. M.L. Kasturi, Adv. for R-7.
CORAM:
HON'BLE MS. JUSTICE INDERMEET KAUR
INDERMEET KAUR, J. (Oral)
1. This Application has been moved by the Official Liquidator
attached to this Court under Section 481 of the Companies Act, 1956
(for short "the Act") inter alia praying that the ex-directors to deposit a
sum of Rs. 50,000/- as liquidation expenses and the Official Liquidator
may be permitted to transfer the said amount to common pool. It is also
been prayed that the Company M/s. Sood Tech Private Limited (in liqn.)
may be dissolved and the Official Liquidator may be discharged from
further proceedings. It is also prayed that the Official Liquidator may be
permitted to transfer the balance fund available in the company's
account to the Reserve Bank of India after making payment/creating
provision or making payment towards the government fee, audit fee and
liquidation expenses and the Official Liquidator may be permitted to
close the books of account of the company.
2. The Official Liquidator states in the application that this Court
vide order dated 10.10.2006 had appointed the Official Liquidator as its
Provisional Liquidator. The final winding up order was passed on
12.01.2010 and the Official Liquidator attached to this Court was
appointed as the Liquidator.
3. It is also stated that this Court on 16.2.12 has directed the Official
Liquidator to file an application U/s 481 of the Companies Act, 1956 for
dissolution of the Company with a further direction to the Official
Liquidator to clearly indicate the cost of the liquidation proceedings.
4. It is stated that a team of the Official Liquidator visited at L-2A,
Malviya Nagar, New Delhi (registered office) on 8.12.06 for taking
possession of the assets of the Company (In Liqn.). Due to the
circumstances explained in the application, the possession of the Regd.
Office of the Company (In Liqn.) at L-2A, Malviya Nagar, New Delhi
could not be taken.
5. It is further stated that in compliance of order dated 10.10.06, a
team of the office of Official Liquidator also visited 59/5, New Rohtak
Road, New Delhi on 9.12.06 for taking possession of the assets of the
Company (In Liqn.) but were informed that there are no assets or books
of accounts and office of M/s. Sood Tech. Pvt. Ltd. at 59/5, New Rohtak
Road, New Delhi.
6. It is stated that Sh. Sudhir Sood, Managing Director of the
company (in liqn), during the recording of the statement has informed
that the records of the company (in liqn) was lying at the factory
premises located at Noida and at the Registered office. He further
informed that UPFC had taken the factory premises and sold the same
under SARFASI Act.
7. It is also stated that the Statement of Affairs initially filed by Sh.
R.K. Sood which was scrutinized by the office of Official liquidator
revealed that the company (in Liqn.) has no assets as all the Fixed
Assets & factory premises were taken over by UPFC and sold
subsequently by them during the Year 2006 - 2007. Further, there are no
loans against the Company (in Liqn.) and the company (in Liqn.) was
declared sick in the year 1999.
8. It is stated that in terms of order dated 03.11.2011, the Official
Liquidator invited claims from the secured & unsecured creditors and
workmen of the company (in Liqn.). However, no claims were received
by the Official Liquidator in response to the claim notice published on
02.12.2011.
9. It is stated that there are no other assets are available for
realization. It is further stated that as per the books of account
maintained in the office of Official Liquidator the fund position of
Company is Rs.(-) 200. It has been prayed that since all claims of the
company (In Liqn.) have been settled and no other assets were available
for further realization and no useful purpose will be served in continuing
with the winding-up process, the Official Liquidator may be discharged
and the company be dissolved under section 481 of the Companies Act,
1956.
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 can not 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. Sood Tech Private Limited is
dissolved. Liquidation expenses of Rs. 50,000/- shall be borne by the ex
Directors in equal proportion i.e. Rs. 10,000/-; the ex. Directors,
namely, Dr. Sudhir Kumar Sood, Mr.Anoop Kumar Sood, Mr. Raj
Kumar Sood, Mr. Balbir Sood and Mr. Vinod Ahuja (all are represented
through their counsel) are directed to deposit a sum of Rs. 10,000/- each
as liquidation expenses to the Common Pool Fund of the Official
Liquidator within one week from today. 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 present application and the
Company Petition No.354/2005 are disposed off and the Official
Liquidator is discharged. The files and records of the company be
consigned to record room.
INDERMEET KAUR, J
JULY 26, 2012
rb
