Gujarat High Court Allows Report Filed by Official Liquidator for Dissolution of the Company

The present report had been filed by the Official Liquidator for the dissolution of M/s AtRo Limited under the provisions of Section 497 (6) of the Companies Act, 1956 before this Hon’ble Court and to direct the Voluntary liquidator of the company to preserve its Books of accounts. The Court allowed the present report.

Brief Facts

M/s. Atro Limited had submitted documents regarding Voluntary Liquidation of the company to the Office of the Official Liquidator dated 26.09.2019. Since the Voluntary Liquidator had furnished inadequate documents, so the Official Liquidator had sought for requisite documents vide its letter dated 18.10.2019 and in its response, the Vol. Liquidator had furnished required documents to the Office of the Official Liquidator on 22.11.2019. On the basis of those documents, report u/S 497(6) of Companies Act, 1956 was prepared. Declaration of solvency was also submitted by the Board of Directors of the Company as prescribed under Rule 313 of the Companies (Court) Rules, 1959. They had further declared that after inquiring into the affairs of the Company, they opinionated that it had no debts.

Further, an extraordinary General Meeting of the Company was held on 17.07.2014 and Special Resolution was passed by the members, in which it was stated that the Company be wound up voluntarily, pursuant to the provisions of Section 484 of the Act. Shri A.G. Shaikh, Company Secretary had been appointed as the Voluntary Liquidator of the Company in that meeting. The final statement of accounts of the Company was approved in the General Meeting held on 25.05.2017.

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In pursuance of Section 497 of the Act, the Vol. Liquidator had filed financial accounts of the Company in forms as per Rules 329 and 331 of Companies (Court) Rules, 1959, for the time starting from the date of commencement of Members’ Voluntary winding up to the closure of winding-up process of the said Company.

Submissions before the Court

Applicant’s Submissions

Mr Pathik Acharya for the Applicant, The Official Liquidator had prayed in the present report for dissolution of M/s AtRo Limited under the provisions of Section 497(6) of the Companies Act, 1956 before this Court.

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The office of Official Liquidator had issued a letter on 27.11.2019 to the Office of ROC, Gujarat for the issue of a ‘No objection’ Certificate. In response to it, the office of ROC, Gujarat had issued NOC dated 26.12.2019 by specifically mentioning winding up of the said company and further stated that if any liabilities would arise in future for its Directors, then the Voluntary Liquidator shall be held liable.

Respondent’s Submissions

Majority of the directors and Voluntary Liquidator had furnished an affidavit to the office of Official Liquidator on 11.03.2020, declaring that there were no outstanding dues to any party against the Company, and no prosecution pending against it and its directors. Moreover, they stated that in case any liabilities would arise in future after the voluntary winding up of the company, then the Directors shall agree to indemnify it.

Court’s Observations

This Court had heard the Learned Advocate, Pathik Acharya for the Official Liquidator and also scrutinized the report as submitted by him with all the necessary documents.

It was observed that the final meeting of the Company was originally called on 25.05.2017, but the same was adjourned for want of quorum and held on 30.03.2018. As per Rule 313 of the Rules, it was resolved in the said meeting that notice of convening the final meeting was published, and final accounts, pursuant to the Rules were received, approved and adopted in the meeting. It was further resolved that the books of accounts and relevant documents of the company and of the Liquidator shall be disposed of.

Before directing the dissolution of the Company, the Court wanted to know whether all requisite stages were complied with, so it found it apt to refer to Section 497 of the Act. The things which this Court considered were reports of the Official Liquidator, who after scrutiny of books of account of the company opined that affairs of the Company were nor conducted in a prejudicial manner and neither jeopardized the rights of members of the company.

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The Court thoroughly considered the report of the Liquidator and other documents, which had been produced by the Learned Advocate Mr Pathik Acharya, on being subjected to complying with the provisions of Section 497(6) of the Companies Act, 1956.

Court’s Decision

After considering the facts of the present case and law to the effect of the present application for dissolution, the report had been allowed in terms of para 17(b) of the prayer clause. The Voluntary Liquidator had further been directed to pay Rs.7,500/- to the office of Official Liquidator within two weeks from the date of receipt of order.

Click here to read the judgment.


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