IB & W COMMUNICATION P. LTD. vs M/S AMRIT WORLD WIDE LTD.
* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Judgment reserved on : 16 November 2023
Judgment pronounced on: 23 November 2023
+ CO.PET. 401/1999
IB & W COMMUNICATION P. LTD. ….. Petitioner
Through: Appearance not given.
versus
M/S AMRIT WORLD WIDE LTD. ….. Respondent
Through: Mr. D. Bhattacharya, Adv.
Standing Counsel for OL.
CORAM:
HON’BLE MR. JUSTICE DHARMESH SHARMA
J U D G M E N T
CO.APPL. 822/2023
1. The present application has been moved by the Official
Liquidator (OL) under Section 481 of the Companies Act, 19561,
seeking dissolution of the Company (in liquidation), namely, M/s.
Amrit Worldwide Ltd. The Official Liquidator was appointed as
Provisional Liquidator vide order dated 17.05.2000 and the Company
(in liquidation) was finally wound up by this Court vide order dated
10.08.2004.
2. The learned counsel for the Official Liquidator, Mr. D.
Bhattacharya, submits that the Official Liquidator has moved this
application as ultimately, he proved unable to procure any asset
amenable to liquidation or realization. Thus, it is stated by the learned
1 The Act
counsel for the Official Liquidator that the matter is ripe for ordering
dissolution.
3. The Official Liquidator had filed an application bearing CA No.
1611/2009 under Sections 542 & 543 of the Act, for the purposes of
fixing personal liability unto the Ex-Directors. It is submitted by the
learned standing counsel that during the pendency of the said
application, the two Ex- Directors, namely, Sh. Bhagwan Gupta and
Smt. Sushila Gupta had expired. In any event, the said application was
heard at length by this Court and was dismissed vide order dated
21.02.2023.
4. As per the record maintained by the Registrar of Companies,
the Registered Office of the Company (in liquidation) was situated at
C-109/3, Naraina Industrial Area, Phase-I, New Delhi, which property
was not found to be belonging to the Company (in liquidation). The
other property, located at A-402, 3rd Floor, Mahipalpur, New Delhi
was taken on rent and was vacated vide order dated 08.11.2004 in
favour of the landlord. The learned counsel for the Official Liquidator
submits that there were certain moveable items which were handed
over to the Tihar Jail Authorities vide the same order dated
08.11.2004. It is reiterated by the learned standing counsel that the
Official Liquidator has no funds to disburse to the creditors of the
Company (in liquidation), and hence, the Official Liquidator cannot
proceed any further. A request is made to dissolve the Company (in
liquidation) and to terminate the present proceedings thereby relieving
the Official Liquidator.
5. At this stage, it would also be relevant to reproduce Section 481
of the Act, which provides for dissolution of a company under such
circumstances as are prevailing in the present matter, and the relevant
portion of the same reads as under:
Section 481. Dissolution of company.
(1) When the affairs of a company have been completely
wound up or when the Court is of the opinion that the liquidator
cannot proceed with the winding up of a company for want of
funds and assets or for any of the 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.
.
6. The situation squarely applies to the principles laid down by the
Supreme Court in Meghal Homes(P) Ltd. v. Shree Niwas Girni
K.K. Samiti & Ors.2 at para 31, reproduced as under:
2 (2007) 7 SCC 753
In other words, 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.
7. In view of the foregoing discussion, this Court is of the view
that the present application deserves to be allowed. Thus, the
Company (in liquidation), namely, M/s Amrit Worldwide Ltd., stands
dissolved and the Official Liquidator is hereby relieved.
8. The Official Liquidator is permitted to close the books of
accounts of the company.
9. A copy of this Judgment be communicated to the Registrar of
Companies within 30 days by the Official Liquidator.
DHARMESH SHARMA, J.
NOVEMBER 23, 2023
Sadique