U. P. PRESSTRESSED CO. LTD. (IN LIQUIDATION) v. STATE OF ALLAHABAD
1995-12-18
A.K.BANERJI
body1995
DigiLaw.ai
A. K. BANERJI, J. ( 1 ) THE above-noted application has been filed by the official liquidator, under Section 481 of the companies Act, 1956 ("the Act", in short), for dissolution of the company U. P. Presstressed company Ltd. (hereinafter referred to as "the company in liquidation" ). ( 2 ) THE relevant facts, in brief, are that the company (in liquidation) was promoted as a joint sector company by the U. P. Small Industries Corporation (U. P. S. I. C.) which had 51 per cent. shares and the opposite party No. 3, R. K. Kapoor, a private entrepreneur, having 49 per cent. shares. The company failed to run and a winding up petition No. 15 of 1987 was filed in this court by the promoter U. P. S. I. C. for winding up of the company (in liquidation ). This petition was allowed on April 5, 1989, and the official liquidator, attached to this court, was appointed the liquidator. Notices were issued by the liquidator to the ex-directors of the company for handing over charge of the assets and the records of the company, under Section 456 of the Act and also to file the statement of affairs, under Section 451 of the Act. However, only some of the records were handed over by the officers of the U. P. S. I. C. which were incomplete. No statement of affairs was, however, filed by any of the directors. Consequently, the official liquidator filed company Application No. 24 of 1992 before this court, under Sections 454 (5), 456 (1) and 468 of the Act, praying that cognizance for default may be taken against the ex-directors of the company (in liquidation ). On notice being issued, a counter-affidavit was filed by one of the nominee directors of the U. P. S. I. C. stating that whatever records were available with the u. P. S. I. C. were submitted to the official liquidator and that the affairs of the company was being managed by opposite party No. 3, namely, Sri R. K. Kapoor, who was the promoter director of the private entrepreneur. The said R. K. Kapoor, however, in spite of best efforts, could not be served at his recorded address and the official liquidator was unable to trace his present address despite efforts.
The said R. K. Kapoor, however, in spite of best efforts, could not be served at his recorded address and the official liquidator was unable to trace his present address despite efforts. ( 3 ) THE official liquidator has now filed the present application, under Section 481 of the Act, stating that the company be dissolved as in the facts and the circumstances of the present case, the winding up proceedings cannot proceed. ( 4 ) HAVING heard learned counsel for the parties, I agree with the submissions made by the official liquidator. Eight years have gone by since the company was ordered to be wound up. It appears that the company had taken heavy loans from the U. P. S. I. C. , the U. P. F. C. and the bank. The u. P. F. C, had taken possession of the factory under Section 29 of the Act, and had also filed a suit against the company and obtained a decree. Similarly, the Bank of Baroda which was one of the secured creditors, had obtained a decree from the civil court and had filed Execution Case no. 60 of 1986, for realising Rs. 50,27,257. 60 (rupees fifty lakhs twenty-seven thousand two hundred and fifty-seven and sixty paisa ). The records of the company are not available. This court had directed the U. P. S. I. C. to appoint a chartered accountant and to file the statement of affairs after making the inspection from the records of the Registrar of Companies and the tax authorities, but that effort failed as the chartered accountant was not able to get the necessary information sufficient for filing the statement of affairs. The half-yearly account of the company (in liquidation) shows a minus balance of Rs. 120 and there is no possibility of realisation of any amount from the assets of the company (in liquidation ). The official liquidator has, therefore, no funds to proceed with the winding up proceedings. I am, therefore, of the view that no useful purpose will be served by keeping this matter alive and the company deserves to be dissolved in the facts and circumstances of the case.
The official liquidator has, therefore, no funds to proceed with the winding up proceedings. I am, therefore, of the view that no useful purpose will be served by keeping this matter alive and the company deserves to be dissolved in the facts and circumstances of the case. ( 5 ) AS a result, the application filed by the official liquidator, under Section 481 of the Act for dissolution of the company, U. P. Presstressed Company Ltd. (in liquidation), is allowed and the company is dissolved from the date of this order, Company Application No. 24 of 1992 and company Petition No. 15 of 1987, stand disposed of accordingly. .