Judgment MILAP CHANDRA JAM, J. ( 1 ) THESE petitions have been filed by creditors under Sections 439 (1) (b) 433 and 434, Cornpanies Act, 1956 (hereinafter to be called the Act ). The facts of the first two cornpany petitions are sarne. They may be surnrnarised thus. ( 2 ) THE respondent Cornpany M/s. Sidha Syntex Limited, Udaipur was incorporated as a lirnited liability cornpany under the Act with its registered office at Rickhabdeo (Udaipur ). An agreernent was executed in between the petitioner Cornpany and the respondent Cornpany on Novernber 8, 1984. In pursuance there of, the petitioner Cornpany supplied 3500 Kgrns. Polyster Staple Fibre on Novernber 29, 1984 against invoice Noa07184 for U. S. $ 52,500/- to there respondent Cornpany. Payrnent was to be made within 60 days through Allahabad Bank, Parliament Street New Delhi. The respondent Cornpany received the said goods but did not rnake payrnent of the bill to the petitioner Cornpany. Letters stated March 9, 1985 (Annexure 5), dated March 28, 1985 (Annexure 6), dated April 9, 1985 (Annexure 7) and dated May 29,1985 (Annexure 8) were sent to the respondent Cornpany. In its reply dated June 13, 1985, the respondent Cornpany stated that payrnent would be made within a rnonth. It was also assured on telephone on July 15, 1985. Telex rnessage Annexure 11 was also received to this effect. On Septernber 6, 1985, detailed letter Annexure 12 was written by the petitioner cornpany to the respondent Cornpany for rnaking payrnent. On October 22, 1985 the Managing Director of the petitioner Cornpany rnet the Managing Director of the respondent Cornpany and requested for the payrnent of the outstanding dues. In pursuance of the decision taken in this meeting, the respondent Company issued letter Annexure 13 to the petitioner Company confirming the aforesaid supply. Even thereafter several letters and telex messages were sent to the respondent Company to pay the said amount but with no avail. On October 4, 1990- notice (Annexure 16) was sent under Section 34 of the Act by the petitioner company to the respondent Company through registered A. D. post There is no reasonable and bona fide dispute regarding the payment of the said amount The respondent Company is unable to pay its debts. Its factory is lying closed since February, 1986. It is no longer in a position to function and conduct its business with profit. Its factory is lying closed since February, 1986. It is no longer in a position to function and conduct its business with profit. It is just and equitable to wind it up. ( 3 ) THE third petition has been filed by Jambo Prasad Jam in his personal capacity and also as karta of his Hindu undivided family. It has been averred in it that Rs. 1,05,000. 00 in his personal capacity and Rs. 25,000. 00 karta of his Hindu undivided family were deposited by him with the respondent Company on interest 1s% per annum, payable on demand. On November 21, 1985, a notice was served upon the respondent Company to made payment of the said amounts with interest. The respondent Company requested him to wait for six months Rs. 2,13,242. 00 and Rs. 60,995. 00 were outstanding against the respondent company till the date of filing of the petition. Not a single paisa has been paid despite several demands and notices. The respondent Company is heavily indebted to various financial institutions, banks and private parties. Its factory is lying closed. No production or trading activity is being carried out by it. The financial institutions and the banks have taken coercive steps for the recovery of their amounts. ( 4 ) THE petitions were duly advertised in the Rajasthan Gazette and Rajasthan Patrika (Hindi and English), Udaipur. Notice was also sent to the Central Government was also duly served upon the respondent Company. Shri R. S. Saluja put his appearance for and on behalf of the respondent Company but did not file reply in any case taking adjournment for the same. ( 5 ) ALL the three company petitions were consolidated and Official Liquidator was provisionally appointed vide order-sheet dated March 23, 1990. ( 6 ) ON January 16, 1992, the Official Liquidator moved an application stating, in short, as follows: Necessary notices for submission of statement of affairs as required under Section 454 of the Act and Rule 124 of the Company (Court) Rules, 1959 were sent through registered post to all the exdirectors of the respondent Company. They were received back with the postal endorsements Refused/left. He deputed his authorized representatives to take over the charge of all the assets, records, properties and valuables etc. lying at the registered office of the respondent- Company. They visited the registered office on January 1,1991. They were received back with the postal endorsements Refused/left. He deputed his authorized representatives to take over the charge of all the assets, records, properties and valuables etc. lying at the registered office of the respondent- Company. They visited the registered office on January 1,1991. They found the notice board of M/s. Hindustan Electro-Graphites Ltd. there. Its President Shri Prakash Maheshwari was contacted. He disclosed that the respondent Company is not having any property at Rikhabdeo. His Company (M/s. Hindustan Electro-Graphites) has purchased and taken over the possession of all the properties of the respondent Company in the auction sale held in pursuance of the order of the Delhi High Court from the Receiver Mrs. Avnish Ahlawat Advocate. The Receiver was contacted and she intimated that Industrial Financial Corporation of India had filed a claim petition in the Delhi High Court under Section 30, Industrial Finance Corporation Act, 1948, she was appointed as a Receiver in it, she took possession of the properties, they were sold under the orders of the Delhi High Court dated May 5,1987 to Mis. Hindustan Electro-Graphites Ltd. for Rs. 4. 60 Crores. After the receipt of the said sum, possession of the properties was delivered to Mis. Hindustan Electrographites Ltd. , photo-stat copies of the letter dated 1/1/1991 of Hindustan Electro Graphites Ltd. New Delhi (Annexure A) and letter dated March 5, 1991 (Annexure B) of the Receiver Mrs. Avnish Ahlawat Advocate, both addressed to the Official Liquidator, have been enclosed with the application. ( 7 ) IT is clear from the aforesaid facts and circumstances that no assets and funds of the respondent Company are left. There is no question of its winding up. Its dissolution under Section 481 (1) of the Act is the only alternative. ( 8 ) IT is hereby ordered that Mis. Sidha Syntex Ltd. , Rikhabdeo (Udaipur) is dissolved with immediate effect. Copies of this order are sent to the on official Liquidator, Jaipur and Registrar of Companies, Rajasthan, Jaipur for necessary action. Petition allowed. Company dissolved.