Full Text
HIGH COURT OF DELHI
Date of Decision: 29.04.2025
PINNACLE FINANCE PVT. LTD. .....Petitioner
Through: None.
Through: Mr. Abhishek Maratha, SC for OL.
JUDGMENT
1. This is an Application filed on behalf of the Official Liquidator under Section 481 of the Companies Act, 1956 [hereinafter referred to as “Act”] seeking dissolution of the Company, M/s SOL Limited [hereinafter referred to as “the Company”]. It is apposite to set out the prayers in the Application which reads as follows: “a. The Hon'ble Court may kindly be pleased to dispose off the present Criminal Complaint bearing vide Crl. O (Co.) No.2/2000; b. Permit the Official Liquidator to close the Books of Accounts of the Company (in liqn) after transferring the dues of Rs.6,20,410/- of the security which may be paid to the security agency subject to the outcome of the FIR filed by this office. c. The Company may be dissolved under Section 481 of the Companies Act, 1956 and the Official Liquidator may be discharged as the Liquidator;”
2. A petition under Sections 433, 434 and 439 of the Act was filed by the Petitioner against the Respondent seeking winding up of the Respondent Company for non-payment of dues of the Petitioner. The Court by an order dated 25.08.1998 appointed Official Liquidator as the Provisional Liquidator in respect of the assets of the Company and directions were passed for the provisional liquidator to take possession of all assets, stocks and books of account of the Company.
3. The citation for provisional winding up of the Company was published in “Statesman (English)”, “Jan Satta (Hindi)” newspaper as well as in Delhi Gazette pursuant to order dated 25.08.1998. The Company was directed to be wound up by an order dated 07.10.2004 passed by the Court.
4. Learned Counsel for the OL submits that the Ex-Directors of the Company had initially failed to file their Statement of Affairs. Subsequently, the Official Liquidator initiated criminal proceedings against the Ex- Directors and filed a criminal complaint, being CRL.O.(CO.) 2/2000 before this Court. Thereafter, in compliance with order dated 17.12.2012 passed by the Court, the Ex-Directors appeared before the Official Liquidator and had recorded their Statement of Affairs. 4.[1] CRL.O.(CO.) 2/2000 has since been dismissed by an order dated 30.04.2019 passed by a Coordinate Bench of this Court as movable and immovable assets of the company were sold and nothing remained in the Petition.
5. As per the records of the Company, following persons were shown as the Ex-Directors of the Company:
(i) Sh. Rakesh Sharma – whose statement was recorded on
17.01.2013;
(ii) Sh. Madhu Gargav – whose statement was recorded on
17.01.2013;
(iii) Mrs. Pratibha Sharma; and
(iv) Sh. Jasbir Singh Mago.
5.[1] Learned Counsel for the OL submits, that as per the statement of affairs recorded by the OL, Ex-Director, Mrs. Pratibha Sharma had resigned as a Director of the Company in the year 1995 and was substituted by Dr. A.K. Bishnoi, who had expired in the year 1998 and that the complete affairs of the Company were being handled by the Ex-Director, Mr. Rakesh Sharma only.
6. It is further contended by the OL that the officers of the OL visited the Registered Office of the Company situated at 78/16, Samalka, New Delhi on 23.09.1998 and had sealed the portion of the premises forming part of the office in presence of the Chowkidar Sh. Yoginder Singh.
7. The office of the OL conducted an auction to sell all the moveable assets of the Company lying in the premises. All moveable assets of the Company were sold to Mr. Haqikat, Auction Purchaser for Rs 12,000/- on 22.05.2016. It is further submitted by the learned Counsel for OL that pursuant to order dated 17.04.2023 passed by a Coordinate Bench of this Court, possession of the premises was handed over to Mr. Ashok Kumar Sharma, co-owner of the premises with Ex-Director Mr. Rakesh Sharma, after receiving a no objection letter dated 12.01.2019 from the Ex-Director Mr. Rakesh Sharma. 7.[1] In addition to the aforegoing, learned Counsel for the OL submits that two factories of the Company situated at Plot No. 666-6667, MIA, Bahadurgarh, Haryana and Khasra No. 2261, 2271/1, 2271/3 bypass Shikarpur Road, Bullandshahar, U.P. were also sealed by the officers of the OL. Moveable and immovable assets of the two premises have been sold to the Auction Purchasers. As per the office of the OL, the details of the property including plant and machinery auctioned is set forth below:
(i) Land and building of the property situated at Khasra No. 2261,
2271/1, 2271/3 bypass Shikarpur Road, Bullandshahar, U.P. – sold to Chaudhary & Sons Private Limited, Auction Purchaser for Rs 2,40,00,000/- and possession handed over to their nominee Devi Nickle and Alloys Ltd on 17.05.2007.
(ii) Plant and Machinery of the property situated at Khasra No. 2261,
2271/1, 2271/3 bypass Shikarpur Road, Bullandshahar, U.P. – possession and sale to Shobin Infrastructure Private Limited, Auction Purchaser for Rs. 2,26,00,0001/- on 09.05.2007.
(iii) Land and building of the property situated at Plot No. 666-6667,
MIA, Bahadurgarh, Haryana - sold to Shree Balaji Furnaces Private Limited, Auction Purchaser for Rs. 1,05,50,000/- and possession handed over to Sh. Raja Ram Yadav (Chief Executive Officer of Shree Balaji Furnaces Private Limited) on 29.02.2008.
(iv) Plant and Machinery of the property situated at Plot No. 666-6667,
MIA, Bahadurgarh, Haryana - possession and sale to Sh. Vinod Kumar Aggarwal, Auction Purchaser for Rs. 2,50,000/- on 24.03.2007. 7.[2] From the sale of the immovable properties/assets, the following amount was received:
1. Factory premises of Company situated at Khasra No. 2261, 2271/1, 2271/3 Bypass Shikarpur Road, Bullandshahar, U.P. was sold to Chaudhary and Sons Pvt. Ltd. Rs. 2,40,00,000/-
2. Plant and machinery of the factory premises of the Company situated at Khasra No. 2261, 2271/1, 2271/3 Bypass Shikarpur Road, Bullandshahar, U.P. was sold to Rs. 2,26,00,000/- Shobin Infrastructure Pvt. Ltd.
3. Plant and machinery at Bahadurgarh, the bid of Sh. Vinod Kumar Aggarwal was accepted Rs. 2,50,000/-
4. Land and Building of the factory premises of the Company situated at Plot No. 666-667, MIA, Bahadurgarh, Haryana was sold to Shree Balaji Furances Pvt. Ltd. Rs. 1,05,50,000/- Total Rs. 5,74,00,000/-
8. Learned Counsel for the OL submits that Officers of the OL visited the corporate office of the Company situated at property bearing no. 111, International House, Humanyunpur, Safdarjung Enclave, New Delhi on 30.09.1998 and found the premises to be a tenanted premises because of which the premises were not sealed by the Officers of the OL.
9. The OL invited claims from the creditors of the Company through publication in the newspaper on 14.04.2007. 9.[1] In pursuance thereof, the office of the OL received claims from the secured creditors, unsecured creditors and preferential creditors of the Company. The details of disbursal of claims by the OL are set out below:
1. Jammu & Kashmir Bank Secured Creditor 14,06,16,158/- 80,91,697.76 + Rs. 2,11,243/- = 83,02,940.76/- Rs. 80,91,697.76/- + Rs. 2,11,243/- = 83,02,940,76
2. HSIDC Ltd
47.87 lacs 47,55,795/- Rs. 47,55,795/-
3. SIDBI Unsecured Creditor 1,47,09,366.80/- 1,47,09,366.80/- Rs. 1,47,09,366.80/-
4. Sh. Raj Kumar Mehra 29019/- 29,019/- Rs. 29,019/-
5. Sh. Prem Kumar 50,000/- + 57,305/- Rs. 57,305/- Unsecured Creditor 7,305/-
6. Sh. S.M. Chhugani 15,000/- + 2411/- 17,411/- Rs. 17,411/-
7. Sh. Prem Kumar 10,000/- 10,000/- Rs. 10,000/-
8. Crystal Credit Corporation 12,00,000/- 12,00,000/- Rs. 12,00,000/-
9. Employee Fund Organization 10,38,938/- 4,77,606/- Rs. 4,77,606/-
10. Sh. Yag Dutt Sharma Unsecured creditor 10,000/- Rejected Claim Rejected
11. Sh. Amolak Singh Bhasin 35337/- 35337/- Rs. 35337/-
12. Sh. Jasnit Bhasin 29,019/- 29,019/- Rs. 29,019/-
13. Income Tax Ward Preferential Creditor 4,57,91,979/- 2,13,89,654/- Rs. 2,13,89,654/-
14. Sh. Nikhil Chopra 15000/- 15000/- Rs. 15,000/-
15. Sh. Sudhir Chopra
16. Sh. Akhil Chopra
17. State Bank of India 2,29,60,841/- 2,29,60,841/- Rs. 2,09,26,344/- Total Rs. 7,19,84,797.56/-
10. Learned Counsel for the OL submits that an FIR No. 231/07 dated 13.03.2007 under Section 406 of the Indian Penal Code, 1860 was lodged in the Police Station, Dehat, Bullandshahr (U.P.) for missing of machinery from property situated at Khasra No. 2261, 2271/1, 2271/3 bypass Shikarpur Road, Bullandshahar, U.P. where security agency namely Lion Guard was deployed. A security bill of Lion Guard Security Services for Rs. 6,20,410/is pending with the Company. Counsel for the OL submits that despite several efforts no information with respect to the status of the FIR has been received from the SHO, Police Station, Dehat, Bullandshahr (U.P.).
11. It has been submitted by the Counsel for the Official Liquidator that OL is not seized of any other moveable/immoveable assets of the Company. It is stated that the OL has no further asset either moveable or immoveable property from which any money may be realized for the Company and therefore, no useful purpose would be served by keeping this matter pending. Thus, the Official Liquidator has sought permission to close the books of accounts of the Company as maintained by the office of the Official Liquidator.
12. As per the statement of the OL, a sum of Rs. 5,74,00,000/- was received from the sale and a sum of Rs. 7,19,84,797.56/- was paid out, leaving a balance of Rs. 1,45,84,797.56/-. The fund position of the Company as on 21.03.2025 is Rs. 11,51,626/-.
13. The OL has prayed that the security bill of M/s Lion Guard Security Services, who was deployed at the premises where the factory premises at Sikandarabad, UP, where the machinery went missing should be paid. It is further stated that the bill of Rs.6,20,410/- for the period of eight and a half years be paid to the Security Agency. 13.[1] The OL has also stated that they have addressed communication to the SHO, Bullandshahar, U.P. and SSP, Bullandshahar, U.P. for an updated report and the status of the investigation in the FIR registered, however, no details have been received therefrom. It is further stated that since the FIR is registered against the Security Agency, the OL may be discharged in the matter.
14. In view of the fact that the Security Agency is named in the FIR and no details qua the exoneration of the Security Agency have been produced, this Court does not deem it apposite to release any amount to the Security Agency pending the investigation. The office of the OL is however at liberty to move an appropriate application if the Security Agency is exonerated in the investigation qua the theft.
15. The Supreme Court in the case of Rishabh Agro Industries Limited v. P.N.B. Capital Services Limited[1], has held that winding up proceedings only starts the process of closing the affairs of the Company and ultimately order of dissolution of the Company has to be passed. Relevant extract is reproduced below:
15.[1] In the case of Meghal Homes (P) Limited v. Shree Viwas Girni K.K. Samiti[2], the Supreme Court has held that an order for dissolution of the Company can be made either when the Company has wound up or due to insufficiency of funds the OL cannot proceed with winding up or for any other just reason. The relevant extract of Meghal Homes case is as follows: “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”.
16. In view of the settled law, this Court does not deem it apposite to continue with the liquidation proceedings and directs that the liquidation proceedings be brought to an end. 16.[1] Accordingly, the following directions are passed:
(i) The Official Liquidator is permitted to close the Books of Accounts of the Company.
(ii) The Official Liquidator is permitted to transfer the balance amount in respect of Rs. 11,51,626/- to the Reserve Bank of India under Section 555 of the Act.
17. Accordingly, the Company, M/s SOL Limited is dissolved. The Official Liquidator is also discharged. 17.[1] A copy of this order be communicated to the Registrar of Company by the office of the Official Liquidator.
18. The Application is disposed of in the aforegoing terms. Consequently, the Petition is also disposed of. All pending Applications stand closed.