Madhya Pradesh High Court
In Ref. vs M/S United Soya Products Ltd. on 5 July, 2018
1 COMP-19-1999
The High Court Of Madhya Pradesh
COMP-19-1999
(IN REF. Vs M/S UNITED SOYA PRODUCTS LTD.)
Jabalpur, Dated : 05-07-2018
Shri H.K. Upadhyaya, learned counsel for OL.
Shri Gopal Jaiswal, learned counsel for Punjab National Bank.
Heard on OLR No.11/2017 which is pregnant with earlier OLR
No.10/2016.
On the strength of Rule 281 read with Section 481 of the Companies Act,
1956, the learned counsel for OL contents that this Court vide order dated
28.07.2014appointed the Official Liquidator as Provisional liquidator of M/s United Soya Products Ltd. By order dated 08.02.2016, this Court directed the Liquidator to pay the provisional fees to the Chartered Accountant mentioned in the application. In obedience of the said order, the Official Liquidator has issued letter on 15.02.2016 to M/s. SPP Associates Chartered Accountant, Indore intimating their appointment as Auditor for audit of financial accounts of company (in liquidation) of a provisional fees of Rs.10,000/-. The said letter dated 15.02.2016 is Annexure-A to OLR 10/2016.
Shri Upadhyaya contends that in turn M/s. SPP Associates submitted their audit report which is Annexure-B to the said OLR. This report is filed along with provisional fee bill of said M/s. SSP Associates. In the audit report dated 22.02.2016, the Auditor gave following findings:
(a ) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our Audit.
(b) In our opinion, proper books of accounts, as required by law, have been kept by the Official Liqujidator, Hon'ble High Court of M.P., 1st Floor, OLD CIA Building, Indore, so far as it appears from our examinations of those books.
(c) The Receipt and Payment Account dealt with by the Report are in agreement with the books of accounts.
(d) In our opinion and to the best of our information and according to the explanations given to us, the said account give a true and fair view in conformity with the accounting principles generally accepted in India, in so far as it relates to the Receipt & Payment Account of the company for the period from 28/07/2014 to 19/02/2016.
2 COMP-19-1999 Learned counsel for the Official Liquidator further contends that previously a sum of Rs.30,000/- was received from Shri Dinesh Kumar Chouhan, authorized representative of Shri Prem Sagar Gupta, Ex Director of the company on account of amount deposited towards liquidation expenses of said company, out of which a sum of Rs.25,000/- was invested in Punjab National Bank, SMB Branch Indore and balance amount of Rs.5,000/- was kept in the bank account. It is averred that on 03.05.2016, total fund available in the account of company as per cash book maintained by Official Liquidator is as under:
Cash --- Nil
Bank --- Rs.31,088/-
FDR in Bank --- Nil
Total Rs.31,088/-
It is further averred that after making payment of aforesaid audit fees of Rs.11,450/-, as per the Court's order to M/s SPP Associates, a sum of Rs.19,638/- is left in the account of company (in liquidation).
It is further pleaded that a sum of Rs.36/- is also payable towards Government Fees (From 1st April, 2015 till 3rd May, 2016) to be deposited in "Public Accounts of India in Reserve Bank of India". Permission is prayed for by the OL to transfer the said amount in the Government account in consonance with Rule 291 of the Companies (Court) Rules, 1959.
In addition, it is prayed that OL may be permitted to refund the amount of Rs.19,602/- to Shri Dinesh Kumar Chouhan on account of amount deposited by him towards liquidation expenses.
In nutshell, the stand of OL is that since no other assets and funds of the company are available in the accounts of company (in liquidation), the OL is of the opinion that the Liquidator cannot proceed with the winding up of the company and it is just and reasonable to pass an order that the company be dissolved from the date of order. A prayer in this respect is made on the strength of Section 481 read with Rule 281 of the Rules.
Shri Jaiswal, learned counsel appeared for Punjab National Bank has raised no objection.
I have heard learned counsel for the parties.
I find substance in the argument of Shri Upadhyaya in the light of statutory mandate ingrained in Section 481 and Rule 281 which are reproduced hereinbelow for ready reference:
Section 481 Dissolution of Company (1) When the affairs of a company have been completely wound up when the Court is of the opinion that the liquidator cannot
3 COMP-19-1999 proceed with the winding up of a company for want of fund, and assets or any other reason whatsoever and it is just and reasonable in the circumstances of the case that an order of dissolution of the company should be made, the Court shall make an order that the company be dissolved from the date of the order, and the company shall be dissolved accordingly.
Rule 281 Official Liquidator to apply for Dissolution As soon as the affairs of the Company have been fully wound up, the Official Liquidator in a winding up by the Court shall file his final account in Court and apply for orders as to the Dissolution of the Company subject to his final account being passed in accordance with these Rules. The application shall not be set down for hearing until the completion of the audit of the Final Account and the filling of the auditor's certificate in relation thereto."
It is shown to this Court that the Liquidator is required to transfer a sum of Rs.36/- into "Public Accounts of India in Reserve Bank of India" as per Rule 291 of said rules, the OL is permitted to transfer the said amount in the said account.
The OL is further permitted to refund a sum of Rs.19,602/- to Shri Dinesh Kumar Chouhan forthwith.
Since there exists no funds and assets with the company (in liquidation), no useful purpose would be served in keeping this petition in the docket of this Court.
Accordingly, as per Section 481 of the Act read with Rule 282 of the Rules, it is ordered that the company in liquidation i.e. M/s United Soya Products Ltd. shall be treated to be dissolved from today with the aforesaid directions.
Company Petition is disposed of.
The name of said company Ms/ United Soya Products Ltd. shall be struck off from the statutory register by the Registrar of Company/Competent Authority.
(SUJOY PAUL) JUDGE Biswal Digitally signed by SHIBA NARAYAN BISWAL Date: 2018.07.05 16:53:48 +05'30'