JUDGMENT : 1. The Company Application coming on this day before this Court for hearing in the presence of M/s. Ramakrishnan Viraraghavan, Advocate for the petitioner herein and of Mr. P. Atchutha Ramaiah, Official Liquidator, High Court, Madras and counter affidavit filed by the Registrar of Companies, Tamilnadu, Coimbatore, the court made the following order: “1. This is the company petition filed qua a company going by the name Sishyashringa Jewellers Limited (in short ‘RJL’) under Sections 433(c), (e), (f), 434(1)(c) and 439(1)(a) of the Companies Act, 1956 (in short ‘Act’), read with, Rule 11(a) of the Companies Court Rules, 1959 (in short ‘Rules’). 2. Notice in this petition was issued to the Registrar of Companies (R.O.C.). Despite which, there was no representation on behalf of the R.O.C. Consequently, on 15.06.2016, a Court notice was issued to the R.O.C. Pursuant to the said Court notice, R.O.C. has made himself available. R.O.C. has also filed a counter affidavit in the matter. 3. RJL, the petitioner company, has made the following averments in the petition. 3.1. It is stated that RJL was promoted by a family of jewelers, who were descendants of, one, late Shri. P.A. Raju Chettiar. 3.2. It is averred that RJL i.e., the petitioner company was incorporated, in the first instance, as a private limited company on 14.02.1992. RJL, was converted into a public limited company, on 04.07.1992, whereupon, a fresh certificate of incorporation was issued in its favour on 29.07.1992. 3.3. It is stated that in 1993, RJL, manufactured hand made jewellery and, consequently, marketed the same. 3.4. In July 1994, RJL, evidently, made a public issue of 30.40 Lakhs equity shares of a value of Rs.3.40 Crores. The public issue was made, essentially, for financing a project conceived by RJL. 3.5. RJL, had sought listing of its shares on the Coimbatore, Madras and Bombay Stock Exchange. RJL’s application for listing, on the Bombay Stock Exchange, was, though, rejected on 20.09.1994. 3.6. To be noted, the Coimbatore Stock Exchange and the Madras Stock Exchange granted listing permission to RJL on 26.09.1994 and 28.10.1994, respectively. However, RJL claims that the rejection of its listing application by the Bombay Stock Exchange resulted in a set back to its business, which eventually, impacted its profitability. 3.7. It is averred that in the financial year 2002-2003, RJL suffered losses to the extent of Rs.2.15 Crores. However, RJL claims that the rejection of its listing application by the Bombay Stock Exchange resulted in a set back to its business, which eventually, impacted its profitability. 3.7. It is averred that in the financial year 2002-2003, RJL suffered losses to the extent of Rs.2.15 Crores. Apparently, Vysya Bank, one of the creditors of RJL, initiated proceedings in the Debts Recovery Tribunal, which led to the auction of the building owned by one Mr. K. Govindarajuly, the Chairman and Managing Director of RJL. The said building was offered as collateral security, and was, consequently, sold to arrive at a one time settlement with Vysya Bank. 4. There are, apparently, demands outstanding qua tax liability. The demands, in that regard, have been made by the Sales Tax as well as the Income Tax Department. These demands, apparently, are outstanding since 2002-2003. 5. It is also averred by RJL that no sales have been made, since 2003, as it had to vacate the shop premises, which were auctioned, pursuant to the orders passed by the Debts Recovery Tribunal. 6. The petitioner claims that it has not been able to pay listing fees to the Coimbatore and Madras Stock Exchange for the past several years. 7. In sum, it is averred, given the aforesaid circumstances, the Chairman and Managing Director of RJL, i.e., Mr. K. Govindarajulu, who is about 70 years old, would like to have RJL wound up. 8. I have heard Mr. Ramakrishnan Viraraghavan and Mr. N. Ramanathan, the learned R.O.C. 9. The counter affidavit filed by R.O.C. is indicative of the fact that assertions made by RJL are correct. As per his record, there are three Directors on the Board of RJL. One of them, Mr. K. Govindarajulu, is designated as the Managing Director. Upon being queried, Mr. Viraraghavan, informed me that the other two Directors i.e., Mr. Govindarajulu Suresh and Mr. Visweswaran Aswini Kumar are the sons of the aforementioned Managing Director. 9.1. Mr. Viraraghavan points out, that a present, there are only two Directors i.e., K. Govindarajulu, who is the Managing Director and Govindarajulu Suresh. 10. To be noted, the R.O.C. has also set out in his affidavit, the manner in which, shares holding is held in RJL as per records available with him. For the sake of convenience, the relevant averments made in that behalf in the R.O.C’s counter affidavit are set out hereafter: “……… 5. 10. To be noted, the R.O.C. has also set out in his affidavit, the manner in which, shares holding is held in RJL as per records available with him. For the sake of convenience, the relevant averments made in that behalf in the R.O.C’s counter affidavit are set out hereafter: “……… 5. That as per the latest balance sheet as at 31.03.2015, the company has an authorized capital of Rs.5 Crores divided into 50 Lakhs equity shares of Rs.10/- each and the issued, subscribed paid up capital of the company is Rs.4,54,31,000/- consisting of 45,43,100 equity shares of Rs.10/- each. There are two share holders whose holding is more than 5% of the paid up capital of the company viz., Shri. K. Govindarajulu holding 1393400 equity shares which is approximately 30.67% and prime securities limited holding 581500 equity shares which is approximately 12.8% of the paid up share capital of the company. Further there are 6108 individual shareholders holding 22,22,805 shares which is approximately 48.93% of the paid up share capital of the company. ………” 10.1. The R.O.C. has also stated that RJL has filed its balance sheet for the year ending 31.03.2015, and the annual return as on 30.09.2014. The R.O.C., however, has indicated that RJL has not filed its annual return for the year 2015. 10.2. Significantly, the R.O.C. says that RJL has no assets and has accumulated losses of more than Four Crores rupees as in the year 2013. 10.3. As a matter of fact, the balance sheet for the year 31.03.2015, which has been placed on record, shows that RJL has accumulated losses of nearly Rs.4,58,24,299/- as against paid up share capital of Rs.4,54,31,000/-. 10.4. Balance sheet for the year 31.03.2015 further shows that RJL, has no fixed assets or, current assets in its possession. 11. The record also shows that vide order dated 22.03.2016, the company petition stood admitted. 11.1. Mr. Viraraghavan says that the citations have been published, since then, in the designated newspapers, as well as, in the Tamil Nadu Government Gazette. For this purpose, my attention has been drawn to the record and the affidavit dated 06.06.2016. 12. Quite clearly, the facts, as set out above, would show that RJL is a non-functional company, with no assets or outside liabilities. The networth of RJL stands completely eroded. For this purpose, my attention has been drawn to the record and the affidavit dated 06.06.2016. 12. Quite clearly, the facts, as set out above, would show that RJL is a non-functional company, with no assets or outside liabilities. The networth of RJL stands completely eroded. The Director/shareholder are no longer keen on running and/or managing the affairs of RJL, which is like a milestone around their necks. 12.1. Having regard to the above, as prayed, it is ordered that RJL be wound up. 12.2. The Official Liquidator, attached to this Court, is appointed as a liquidator of RJL. 12.3. Mr. Viraraghavan says that a sum of Rs.50,000/- (Rupees Fifty Thousand only) will be paid to the Official Liquidator within a period of two weeks from the date of receipt of a copy of this order. 12.4. RJL will also file its annual return for the year 2015 and company with all the statutory requirements, within a period of two weeks from the date of receipt of a copy of this order. 12.5. The Official Liquidator will take consequential steps in the matter and file a status report with this Court prior to the next date of hearing. 13. Re-notify on 02.09.2016.”