Delhi High Court
Ravinder Tyagi vs Ram Mohan Chits Pvt. Ltd. on 24 January, 2020
$~C-36
* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of decision: 24.01.2020
+ CO.PET. 76/2001
RAVINDER TYAGI ..... Petitioner
Through
versus
RAM MOHAN CHITS PVT. LTD. ..... Respondent
Through: Mr. Deepak Anand with
Aayushmann Vatsayayana, Adv.
for Official Liquidator.
CORAM:
HON'BLE MS. JUSTICE JYOTI SINGH
JYOTI SINGH, J. (ORAL)
CO. APPL. 67/2020
1. This application has been 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 Ram Mohan Chits
Private Limited (In Liquidation) be finally dissolved and the Official
Liquidator be discharged as its Liquidator.
2. It is stated in the application that the Company Petition in respect
of the Company (in liquidation) was admitted on 03.09.2003. Thereafter,
the Provisional Liquidator was appointed and citation was duly published
by the Petitioner. The Company (in liquidation) was finally wound up on
22.02.2016 and Official Liquidator attached to this Court was appointed
as its Liquidator.
3. The Regd. Office of the Company (in liquidation) was situated at
premises bearing No. WZ-224, Hastasal Road, Uttam Nagar, New Delhi-
110052. The registered office was taken into the possession by the
Liquidator. However, it is informed that because the premises were
rented, the same had to be handed over to the owner i.e. Mr. Jatin
Dhamija.
4. As per the earlier OLR's filed on record, there are seven Directors
of the Company (in liquidation)-
a) Ms. Shakuntala Rani b) Mr. Raj Kumar
WZ-224, Uttam Nagar, Q-13, Vikas Vihar,
Uttam Nagar, New Delhi New Delhi
C) Shri Krishan Kumar d) Shri. B D Dhamija
Hastal Road, WZ-224, Uttam Nagar,
Uttam Nagar, New Delhi. New Delhi.
e) Smt. Asha Gupta, f) Shri Balwant Singh Tyagi,
BF-10, Shalimar Bagh, 388/2, Hastsal Road, New
Delhi New Delhi
g) Shri Krishna Tyagi
S/o Shri Balwant Singh Tyagi,
388/2 Hastsal Road, New Delhi
5. Record reveals that notices under Sections 454 and 456 of the
Companies Act, 1956 and Notices under Rule 130 of the Company
(Court) Rules, 1959 were issued to all of the ex- Directors of Respondent
Company. Three directors out of seven i.e. Mr. B. D Dhamija, Mr.
Krishan Kumar and Mr. Kishan Tyagi appeared before the Official
Liquidator. It has been informed that Mr. Krishan Kumar and Mr. Kishan
Tyagi (Ex-Directors) failed to file the statement of affairs. Though Mr.
B.D. Dhamija filed the statement of affairs, the same was however
defective. Despite being informed, he has failed to remove the defects.
6. While awaiting the response from the Directors, a criminal
complaint was filed under Section 454 of the Companies Act, 1956
bearing Crl.O.(Co.) No. 2/2005. The same was disposed of on 06.12.2018
by the Court.
7. In furtherance of the winding up proceedings, an order dated
26.08.2011 was passed directing the Official Liquidator to invite the
claims of workmen/creditors of Company (in liquidation). As has been
observed from the records, the claims from the workmen/creditors of the
Company (In Liquidation) were invited by way of advertisement in the
newspapers namely "Statesman"(English) and "Veer Arjun"(Hindi) and in
response to the aforesaid advertisement, it is informed that 7 claims were
received from the investors of the Company (In Liquidation).
8. M/s Vinay Jain & Associates, Chartered Accountant was
appointed for scrutinizing the claims of the creditors. A report
was furnished by the Chartered Accountant, which report was placed
before this Court on 20.03.2018. This Court, in accordance with the
report submitted by the Chartered Accountant, directed the payments
to be released to the claimants of the Company (in Liquidation) with
an interest @ 4% per annum. The order was duly complied with by the
Official Liquidator.
9. Claims from the contributories of the Company (In Liquidation)
were also invited vide publication in the newspapers "Statesman"
(English) and "Jansatta" (Hindi) on 28.07.2018 in terms of the order
dated 20.03.2018. The Official Liquidator was permitted to scrutinize
and settle the claims of the contributories. The claims of the
contributories as has been examined and found admissible by the
Official Liquidator is totaling to Rs. 32,66,000/-.
10. The Official Liquidator released the admitted amounts to the
contributories subject to their fulfilling the requisite
formalities/documentation. An amount of Rs. 5,22,560/- has been stated
to have been left towards the unclaimed dividend in the dividend account
of the Company (In Liquidation). The said amount, as is requested by the
Official Liquidator, is to be transferred to the R.B.I in accordance with the
provisions of Section 555 of the Companies Act, 1956.
11. It is further submitted by the Official liquidator that the PAN of the
Company (in liquidation) is improper/defective, resultantly, no income
tax could be deposited on behalf of the Company for the preceding three
financial years. Thus, an Income Tax Demand could arise in future.
Figures show that after transferring Rs.5,22,560/- on account of
unclaimed amount of contributories as well as after reimbursing the
amount to ex-Director/s i.e. Rs. 1,41,740/-, the remaining fund of the
Company would be Rs. 1,13,018/-.
12. On enquiring from the counsel for Official Liquidator, he has
submitted that there are no assets, movable or immovable belonging to the
Company (in Liquidation) and if approved, after making payment of
Rs.1,41,740/- to the Ex- Director/s, remaining funds of the Company (In
liquidation) may be transferred to Common Pool Fund to meet the
liabilities which may arise in future either on account of the Income Tax
Department and/or other similar liability.
13. 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".
14. In view of the above decision of the Supreme Court and the facts
and circumstances of the present case, the liquidation proceedings
deserve to be put to an end. Consequently, M/s Ram Mohan Chits
Private Limited is dissolved under Section 481 of the Companies Act.
The amount available in the account of the Company be transferred to
the Common Pool Fund in lieu of the expenses incurred by the Official
Liquidator.
15. A copy of this order be communicated to the Registrar of
Companies within 30 days by the Official Liquidator. The application is
disposed off and the Official Liquidator is discharged.
CO.PET. 76/2001
16. The respondent company stands dissolved.
17. The petition stands disposed off.
JYOTI SINGH, J
JANUARY 24, 2020
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