Delhi High Court
Indian Telephone Industries vs Bharat Photo Circuitsltd. on 30 August, 2016
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* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.PET. 48/1993 & CO. APPL. NO. 904/2015
INDIAN TELEPHONE INDUSTRIES ..... Petitioner
Through None.
versus
BHARAT PHOTO CIRCUITSLTD. ..... Respondent
Through Mr.Kanwal Chaudhary, Adv. for Official
Liquidator.
CORAM:
HON'BLE MR. JUSTICE SUDERSHAN KUMAR MISRA
SUDERSHAN KUMAR MISRA, J.
1. Co. Appl. No. 904/2015 is filed by the Official Liquidator under section
481 of the Companies Act, 1956 read with Rule 9 of the Companies
(Court) Rules, 1959, praying that M/s Bharat Photo Circuit Ltd. (In Liqn.)
be finally dissolved and the Official Liquidator, Delhi, be discharged as its
liquidator.
2. It is stated that M/s Bharat Photo Circuit Limited was ordered to be wound
up by this Court vide its order dated 09.01.1998 and Official Liquidator
attached to this court was appointed as Liquidator of the said respondent
company.
3. The Official Liquidator submits that possession of the factory situated at
C-10, Site-4, Industrial Area, Sahibabad was taken over. Further, by way
of order dated 15.11.2002 offer of M/s Narula Traders was accepted in a
sum of Rs 2,60,000/- towards sale of Plant & Machinery of respondent
company; and possession of the Plant & Machinery was handed over to
M/s Narula Traders on 16.12.2002. Some other movable assets / articles of
respondent company were sold for Rs.3,000/- in terms of order dated
17.08.2006 to Mr. Ashok Vats Electricals.
4. The land & building of respondent company situated at C-10, Site-
4,Industrial Area, Sahibabad, is stated to have been sold to Mahalakshmi
Enterprises Ltd. in terms of order dated 12.08.2004 for Rs.70.00 Lacs;
which sale was confirmed by this Court on 20.01.2005 in favour of Ideal
Enterprises Pvt. Ltd. nominee of Mahalakshmi Enterprises Ltd., the
auction purchaser.
5. In compliance of order dated 13.09.2004, the Official Liquidatorinvited
claims from all categories of creditors and workmen by publication of
advertisements in newspapers "Statesman" (English) and "Jansatta"
(Hindi) on 16.10.2004. And in response thereof, only two claims were
received from secured creditors being, UPFC and PICUP. The said claims
are stated to have been examined; and on the basis of funds available, the
amounts payable to them, pro-rata was worked out. On 04.08.2005, this
Court, while considering OLR No. 278/05 filed by Official Liquidator,
permitted disbursal of dividend to UPFC and PICUP accordingly.
6. It is also noticed from the Statement of Affairs that as on the date of
winding up order, no assets were available except the factory mentioned in
the assets specifically pledged; and the same has been already disposed
off/sold.
7. During the course of Winding up proceedings, one suit being CS(OS) No.
671/2005 came to be filed by Indian Telephone Industries Ltd. against the
respondent company seeking decree in a sum of Rs.23,52,491.69 of which
the principal sum due was Rs.18,97,170.73, and the balance was pre-suit
interest. That Suit was dismissed on 06.09.2012 after trial by this Court.
The Official Liquidator informs this Court that said judgment dated
06.09.2012 was carried in appeal by way of RFA(OS) No.138/2012 before
the Division Bench of this High Court, which has also been dismissed on
18.09.2015.
8. The Official Liquidator submits that since sufficient funds are not
available in the account of respondent company, therefore the list of
contributories was not settled and as such no refund on capital isproposed.
Official Liquidator further states that as per the records, no assets remain
in the hands of the Official Liquidator. Further, that as on 30.06.2016 only
an amount of Rs.2,51,704.59 is available with Official Liquidator.
9. It is contended that in view of the above facts, since the respondent
company has no assets to be realized and no recoveries are to be effected,
hence there would be no useful purpose to continue with the present
proceedings. In the interest of justice, the respondent company be
therefore directed to be dissolved forthwith in terms of section 481 of the
Companies Act, 1956 and the Official Liquidator be discharged as
liquidator of the company.
10. In the case of Meghal Homes (P) Ltd. Vs. Shree Niwas Girni K.K.
Samiti&Ors. (2007) 7SCC 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."
11. In view of the above decision of the Supreme Court; and the facts and
circumstances of the case, the liquidation proceedings deserve to be
brought to an end. Consequently, Bharat Photo Circuit Limited is
dissolved.The Official Liquidator is directed to deposit Rs.2,51,704.59
with the Reserve Bank of India in terms of Section 555 of the Companies
Act, 1956 as undistributed assets after deduction of Official Liquidator's
expenses. The Official Liquidator is exempted from conducting the Half
yearly audit or filing the annual accounts of respondent company. Copy of
this order be served to ROC within 30 days.
12. The petition, as well as the accompanying application, is disposed off and
the Official Liquidator is discharged.
SUDERSHAN KUMAR MISRA
Judge
AUGUST 30, 2016
