Delhi High Court
Dilithium Networks Inc. vs Dilithium Software Technologies ... on 17 December, 2019
$~C-31 & 32
* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of decision: 17.12.2019
+ CO.PET. 388/2010
DILITHIUM NETWORKS INC. ..... Petitioner
Through
versus
DILITHIUM SOFTWARE TECHNOLOGIES
INDIA PVT LTD ..... Respondent
Through: Ms. Ruchi Sindhwani & Ms.
Megha Bharara, Advocate for
OL
+ CRL.O.(CO.) 2/2013
M/S DILITHIUM SOFTWARE TECHNOLOGEIS
(I) PVT LTD ..... Petitioner
Through: Ms. Ruchi Sindhwani & Ms.
Megha Bharara, Advocate for
OL
versus
PAUL ANDREW ZUBER & ORS. ..... Respondents
Through:
CORAM:
HON'BLE MS. JUSTICE JYOTI SINGH
JYOTI SINGH, J. (ORAL)
Co. Appl. 1338/2019
1. This application has been filed by the Official Liquidator under
Section 481 of the Companies Act, 1956, praying that Dilithium
Software Technology (I) Pvt. Ltd (in liquidation) be dissolved and the
Official Liquidator be discharged as its Liquidator.
2. It is stated that the Official Liquidator was appointed as the
Provisional Liquidator by order dated 24.09.2010 in Dilithium
Software Technology (I) Pvt. Ltd hereinafter referred to as Company
(In Liqn.) and the same was ordered to be wound up by order dated
08.12.2012 and the Official Liquidator attached to this Court was
appointed as the Liquidator of the Company.
3. It is stated in the said application that the possession of the
registered office at Shanti Chambers, 11/6, Pusa Road, New Delhi,
could not be taken as the same was used only as a mailing address.
Possession of corporate office at 5th Floor, Tower-B, Logix Techno
Park, Plot No. 5, Sector-127, Noida, UP, was taken on 07.10.2010.
However, in compliance of order dated 25.10.2010, the possession of
the same was handed over to the landlord i.e. M/S IT Infraservices on
06.12.2010 and the assets and records were shifted to an alternate
space provided by the landlord. The moveable assets lying there were
auctioned vide order dated 29.08.2011 to M/S On Mobile Globe Ltd.
for Rs.40,44,651/- and the possession was handed over on 17.09.2011.
4. That the claims were invited vide order dated 02.02.2012 in
newspapers „Indian Express‟ and „Amar Ujala‟ on 07.03.2012 &
04.03.2012. One claims from M/S IT Infraservices, landlord of the
corporate office, towards rent was received and the same was
scrutinised by the Official Liquidator. Rs.14,47,200/- & Rs.5,10,015/-
were disbursed to it on 18.10.2012 and 13.09.2013 respectively.
5. The fund position of the company as on 31.03.2019 was
Rs.78,20,733.40, therefore claims from contributories were invited
vide order dated 27.05.2019 in newspapers "The Statesman" English,
(Delhi & NCR edition) and "Veer Arjun "Hindi (Delhi edition) on
25.07.2019. No claims were received.
6. It is stated that the statement of affairs was perused and as per
the same, there were only two equity shareholders. The official
liquidator also issued letter dated 05.09.2019 to the shareholders
asking them to file their claim, however no response was received.
7. That since the contributories have not filed any claim despite the
claim notice and letter dated 05.09.2019, therefore, the Official
Liquidator has sought permission to remit a sum of Rs.79,20,000/- as
unclaimed dividend @ Rs.16/- per share i.e. Rs.79,18,240/- for the
Dilithiuam Network Inc. USA and Rs.1,760/- for Sanjay Singh, under
section 555 of the Companies Act, 1956, to the Reserve Bank of India
and a sum of Rs.53,699/- to the Common Pool Fund (Official
Liquidator) towards liquidation expenses.
8. In the case of Meghal Homes (P) Ltd Vs Shree Niwas Girni
K.K. Samiti and 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".
9. That the Official Liquidator has no further asset either moveable
or immoveable from which any money may be realized for the
company (In Liqn.) and therefore, no useful purpose would be served
by keeping this matter pending.
10. I have heard the learned counsel for Official Liquidator and
perused the application as well as the documents.
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, Dilithium Software
Technology (I) Pvt. Ltd is dissolved. The Official Liquidator is
permitted to remit a sum of Rs.79,20,000/- as unclaimed dividend @
Rs.16/- per share i.e. Rs.79,18,240/- for the Dilithiuam Network Inc.
USA and Rs.1,760/- for Sanjay Singh, under section 555 of the
Companies Act, 1956, to the Reserve Bank of India and transfer a sum
of Rs.53,699/- to the Common Pool Fund (Official Liquidator)
towards liquidation expenses.
12. The application is allowed in the aforesaid terms.
Co.Pet. 388/2010
1. The Official Liquidator is permitted to close the books of
account of the company. A copy of this order be communicated to the
Registrar of Companies within thirty days by the Official Liquidator.
2. The petition is disposed of and the Official Liquidator is
discharged.
CRL. O.(CO.) 2/2013 & CA No. 1339/2019.
1. This petition was filed by the Official Liquidator since only one
ex-director i.e. Mr. Timothy Bush Carroll filed the Statement of
Affairs on 12.01.2011, which was defective and none of the other
directors appeared before the Official Liquidator nor did they file the
Statement of Affairs.
2. As stated in this application, since the funds available in the
account of the Company (In Liqn.) are to the tune of Rs.79,20,000/-
and despite inviting claims, none have been received from the
contributories and the claim received from the creditor has been paid
and also in view of the fact that the official liquidator has filed CA
1338/2019 for dissolution of the Company (In Liqn.),no useful
purpose will be served in continuing with the present petition.
3. Accordingly, the present petition is disposed off.
JYOTI SINGH, J
DECEMBER 17, 2019
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