Delhi High Court
M/S Globe Motors Ltd. vs .... on 8 July, 2014
* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of Decision: 8th July, 2014
+ CO.PET. 35/1969
IN THE MATTER OF M/S GLOBE MOTORS LTD. ..... Petitioner
Through: Mr.Rajiv Behl, Adv for OL
CORAM:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
SANJEEV SACHDEVA,J (ORAL)
Co. Appl. No.1462/2014 (U/S 481 of the Companies Act)
1.
This application has been filed by the Official Liquidator under
Section 481 of the Companies Act, 1956 ( for short, „ the Act‟) read with
Rule 9 of the Company Court Rules, 1956 (for short, „the rules‟) praying
that M/s Globe Motors Limited (in liquidation) be finally dissolved and the
Official Liquidator be discharged as its Liquidator.
2. It is stated that M/s Globe Motors Limited was ordered to be
provisionally wound up by order dated 15.04.1977 and finally on
24.09.1978, the Official Liquidator attached to this Court was appointed as
the Official Liquidator of the Company.
3. On 7.8.1987 citations were published in the leading newspapers, i.e.,
"Hindustan Times" and "Indian Express" Delhi and Chandigarh editions,
"The Tribune" and "Punjab Kesari" Chandigarh edition. The Official
Liquidator took over the possession of the property of the company situated
at 14/3, Milestone, Mathura Road, Faridabad. The assets of the company
were sold for Rs.1.55 Crores.
4. As per orders dated 24.7.1987, the Official Liquidator paid first
dividend of 100% to preferential creditors and 30% to other creditors
amounting to Rs.33,70,468.84 during the period 1.10.1987 to 31.3.1988. In
terms of order dated 22.9.2004, claims of workmen and/or legal heirs of
workmen were paid and unclaimed dividends were transferred to Registrar
of Companies, NCT of Delhi and Haryana.
5. Claims were invited from the shareholders/contributories of the
company in liquidation in terms of order dated 3.10.2007. The publication
was also issued in "Statesman" English edition dated 10.4.2008. However,
no claims were received from any shareholders/contributories. In terms of
order dated 22.1.2010, individual notices to the shareholders/contributories
of the company were issued as per the list of shareholders available with the
Registrar of Companies, Delhi and Haryana. Some claims were received
from contributories/shareholder and or their legal heirs. Amounts were
disbursed to some contributories/ shareholders after they completed the
requisite formalities. The value of each share was derived on the basis of
the funds available with the Official Liquidator and it worked out to Rs.308
per share. With regard to legal heirs of some of the contributories and other
shareholders, from whom no claims have been received, the amount could
not be disbursed in the absence of completion of legal formalities and
submission of the succession certificate of the deceased shareholder.
6. The Official Liquidator has filed the present application under Section
481 of the Companies Act, for dissolution of the company and has sought
permission to close the books of the company after transferring the balance
undisbursed amount of Rs.2,24,07,616/- to the Reserve Bank of India as
undisbursed dividend.
7. It is stated by the learned counsel for the Official Liquidator that the
Official Liquidator has no further asset either moveable or immoveable
from which any money may be realised for the company. It is further
submitted that there is no possibility of realising any further funds and no
claims have been received, therefore, no useful purpose would be served by
keeping this matter pending. Rather, the same would be counter
productive.
8. It is submitted that with regard to the shareholder/contributories
and/or their legal heirs who have not been able to complete the legal
formalities and submit the requisite succession certificate, the Official
Liquidator has along with the application annexed the list of the
contributories along with number of shares and the admitted amount as
worked out by the Official Liquidator. It is submitted that after the funds of
the company (in liquidation) are deposited by the Official Liquidator with
the Reserve Bank of India, the said legal heirs/contributories can always
approach the Reserve Bank of India for receiving the amount payable to
them after completion of the legal formalities and.
9. In the case of MEGHAL HOMES (P) LTD. V. SHREE NIWAS GIRNI
K.K.SAMITI & ORS., (2007) 7 SCC 753, the Supreme Court, inter alia in
paragraph 31 thereof, has 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 Globe Motors Limited is dissolved. Books of
the company M/s Globe Motors Limited are permitted to be closed by the
Official Liquidator and the Official Liquidator is discharged as its
Liquidator.
11. The Official Liquidator is entitled to deduct not only its expenses but
also Government Commission etc. out of the funds available in the account
of the company. The Official Liquidator is permitted to transfer
Rs.29,96,398/- to the Common Pool Fund of the Official Liquidator towards
the liquidation expenses, audit fee, Income Tax, Government Commission, if
any.
12. The undisbursed amount of Rs.2,24,07,616/- shall be deposited by the
Official Liquidator with the Reserve Bank of India. The
shareholders/contributories and/or their legal heirs, as the case may be, shall
be at liberty to approach the Reserve Bank of India for release of their
admitted amount as mentioned in the list annexed with the application.
13. The application is, accordingly, allowed and disposed of. A copy of
the order be communicated to the Registrar of Companies within 30 days by
the Official Liquidator. The Official Liquidator shall also annex with the
copy of the order, the list of persons whose unclaimed dividend is being
transferred to the Reserve Bank of India, as has been annexed with the
application.
14. No further orders are called for in the present petition, which also
stands disposed of.
SANJEEV SACHDEVA, J
JULY 08, 2014/sv
