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2018 DIGILAW 333 (RAJ)

Registrar Of Companies v. Regal Finance Private Limited

2018-01-24

SANGEET LODHA

body2018
JUDGMENT Sangeet Lodha, J —This company petition has been filed by the Registrar of Companies, Rajasthan, seeking winding up of the respondent Company M/s. Regal Finance Private Limited having its registered office at Sojati Gate, Jodhpur under Section 439 (5) read with Section 433 (e) of the Companies Act, 1956 (for short "the Act") . 2. The respondent Company was ordered to be wound up by this court vide order dated 21.4.86 and the Official Liquidator attached to this court was appointed its liquidator to take charge of all the properties and effects of the company in liquidation. 3. On an application being filed by the Official Liquidator for sale and auction of assets of the Company in liquidation at Jodhpur as well as its Korba Branch vide order dated 23.3.87 passed by this court, the Official Liquidator was permitted to auction the assets as prayed for. The auction was conducted by the Official Liquidator and the auction sale was confirmed vide order dated 12.10.87. Thereafter, vide order dated 16.8.87, the Official Liquidator was permitted to break open the lock of the branch of the company situated at Dharam Singh Market, Amritsar and so also to get the record transported from Amritsar to Jaipur through truck. He was permitted to meet necessary expenses out of the funds of company in liquidation. No further proceedings appears to have been taken subsequent thereto. The company petition even does not appear to have been listed before the Company Court for about 12 years. 4. Later, the Official Liquidator preferred an application (No.4177/15) seeking dissolution of the company in liquidation as also for dispensing with the requirement of publication of notice of the application for dissolution of the company in liquidation in the newspaper. 5. On 18.2.16, while disposing of the application preferred, the court issued directions to the Official Liquidator in the following terms: "2. A perusal of the record reveals that as many as 11 cases filed by the Company in liquidation against the Debtors were pending before the different courts and vide order dated 15.4.91 passed by this court, the Official Liquidator was permitted to continue to conduct these cases on behalf of the Company. A perusal of the record reveals that as many as 11 cases filed by the Company in liquidation against the Debtors were pending before the different courts and vide order dated 15.4.91 passed by this court, the Official Liquidator was permitted to continue to conduct these cases on behalf of the Company. Though, the Official Liquidator has filed status report on 21.1.06 and thereafter, an additional affidavit has been filed on 18.2.06, however, no details regarding the disposal of the cases pending, which were being pursued by the Official Liquidator on behalf of the Company pursuant to the order passed by this court as aforesaid, are brought on record. In this view of the matter, this court is not inclined to grant the application preferred by the Official Liquidator at this stage. 3. The Official Liquidator is directed to furnish the complete status report within a period of four weeks and thereafter, to make an appropriate application for dissolution of the Company, if so advised." 6. Pursuant to the directions issued as aforesaid, the Official Liquidator filed copies of the orders passed in 9 suits out of 11 suits alleged to be pending before the Civil Courts and also furnished the details of the amount involved in these suits. It was brought on record that all the suits stand dismissed long back for non prosecution and the total amount involved in 11 suits was disclosed to be Rs.18, 205.38. 7. Now, the Official Liquidator has preferred fresh application (APPLW 840/17) under Section 481 of the Act read with Rule 9 of the Companies (Court) Rules, 1959 for dissolution of the company. 8. By way of an application preferred as aforesaid, it is brought on record that the fund available with the company in liquidation is Rs.3, 52, 435.62. It was averred that all the branches of the company were on rental basis and since company did not pay the rent to the landlords, the furniture lying in the branches were taken over by the landlords in their custody and disposed of through police and court orders to realise their outstanding dues. Accordingly it was prayed that since it is not possible to proceed with the winding up of the company for want of funds and assets, it would be reasonable to pass an order for dissolution of the company. 9. Accordingly it was prayed that since it is not possible to proceed with the winding up of the company for want of funds and assets, it would be reasonable to pass an order for dissolution of the company. 9. Taking into consideration the submission of the counsel for the Official Liquidator that there is no sufficient funds in the credit of the company in liquidation account to meet out the expenses of the publication as required i.e. in Punjab, Madhya Pradesh, Uttar Pradesh, Jammu & Kashmir, Chandigarh (U.T) , Haryana, Rajasthan, Himachal Pradesh etc., the requirement of publication of notice in the newspaper regarding dissolution and inviting objection from the creditors, workmen and Government Departments if any and to protect the public interest if any, was ordered to be dispensed with by this court vide order dated 8.11.17 and the notice of dissolution of the company was ordered to be displayed on the Notice Board of this court and uploaded on the website of the Ministry of Corporate Affairs. 10. In compliance of the order passed as aforesaid, the notice was displayed on the notice board of this court and same has also been uploaded on the website of Ministry of Corporate Affairs. The copy of the notice uploaded on the website forwarded by the Ministry of Corporate Affairs to the Official Liquidator is placed on record. 11. Pursuant to the notice issued as aforesaid, no objections whatsoever are received from creditors, workmen and Government Departments etc. 12. Having heard the learned counsel appearing for the Official Liquidator and after perusal of the material on record, this court is satisfied for want of funds and assets, the Official Liquidator cannot proceed with the winding up of the company. Thus, on the facts and in the circumstances of the case, it is considered just and reasonable to dissolve the company in liquidation. 13. Accordingly, the company in liquidation M/s. Regal Finance (Private) Limited having its registered office at Sojati Gate, Jodhpur is ordered to be dissolved. The Registrar of Companies is directed to remove the name of the respondent company M/s. Regal Finance (Private) Limited (in liquidation) from the register of his office. The copy of dissolution order shall be forwarded to the Registrar Companies, Rajasthan, Jaipur, who shall make in his books a minute of the dissolution of the company. The Registrar of Companies is directed to remove the name of the respondent company M/s. Regal Finance (Private) Limited (in liquidation) from the register of his office. The copy of dissolution order shall be forwarded to the Registrar Companies, Rajasthan, Jaipur, who shall make in his books a minute of the dissolution of the company. The copy of dissolution order may be displayed on the website of the Ministry of Corporate Affairs. Out of amount of Rs.3, 52, 435.62 lying in the fund of company dissolved, Rs. 50, 000/- may be transferred to Various Companies Fund, Jodhpur and remaining Rs.3, 02, 435.62 and interest if any accrued on Rs.3, 52, 435.62, shall be transferred by Official Liquidator to the Companies Liquidation Account in the Public Account of India in Reserve Bank of India pursuant to Section 555(2) of the Companies Act, 1956. The company petition stands disposed of accordingly.