M/S Ammonia Supplies Corpn. P. Ltd. v. Registrar of Companies

1. Mr. Gulzari Lal Bhargava had filed a petition for winding up of Ammonia Supplies Corporation Private Limited. The said company had only two contributories, viz., Gulzari Lal Bhargava and his brother Murari Lal Bhargava. By order dated 21st December, 1962, the Punjab High Court, Circuit Bench at Delhi, directed that the company be wound up and the proceedings were transferred to District Judge, Delhi under Section 435 of the Companies Act, 1956 (Act, for short). Copy of the order is, however, not available on record and in spite of best efforts the same has not been traced out.

2. However, order dated 27th January, 1986 passed in CA No. 727/1985 has been placed on record. The said order states that sometime in September, 1976 there was a compromise between the contributories and Gulzari Lal Bhargava gave up his claims and ceased to have interest in the company. Om Prakash Bhargava was inducted as one of the shareholders with Murari Lal Bhargava. Applications were filed under Section 476 of the Act and the winding up order was stayed on several occasions but for limited periods. Sometimes in February, 2010:DHC:5415 CO.PET.21D/1962 Page 2 1978, Murai Lal Bhargava was designated as a Manager to look after the affairs of the company. Since then the company has been transacting and carrying on business and has been filing its income-tax returns. On 23rd March, 1979, the proceedings were transferred by the District Judge to the Delhi High Court.

3. Order dated 27th January, 1986 records that the company had placed on record income tax return for the assessment year 1985-86 along with audited accounts. The said order records that all disputes had been settled and the company had no creditors. Notice was issued to the Registrar of Companies and the Official Liquidator. Registrar of Companies had stated that they have no objection in case winding up order was stayed altogether. The Official Liquidator in his reply had stated that the averments made in the application CA No. 727/1985 were substantially correct. The Official Liquidator had stated that income-tax dues had been paid but sales tax claim amounting to Rs.50,000/were pending scrutiny. The Official Liquidator had stated that he had no objection to the winding up order being stayed altogether provided provision was made in the sum of Rs.50,000/- towards sales tax dues. By the said order, the winding up order was stayed altogether, subject to the direction that the company would furnish bank guarantee in the sum of Rs.50,000/- towards payment of sales tax dues, if any, which might become payable. Copy of this order was also forwarded to the company in terms of Section 466 (3) of the Act.

4. In view of the aforesaid order dated 27th January, 1986, no further orders or directions are required to be passed in the present company petition. The effect of the said order is that the winding up order passed in the case of the company dated 21st December, 1962 has been stayed indefinitely or infinitum. The company has to be treated as an active company after the winding up order CO.PET.21D/1962 Page 3 has been stayed.

5. The Registrar of Companies in their reply affidavit have now clarified that the status of the company has been changed from “under liquidation” to “active” in view of the fact that the winding up order has been stayed. In view of the said reply filed by the Registrar of Companies, no further order or directions are required. It may be also noted that the Official Liquidator in his report/reply to CA No. 365/2009 has stated that the company has been revived and no fruitful purpose will be served in keeping the liquidation proceedings alive.

6. With the aforesaid observations, the proceedings in CP No. 21D/1962 are treated as disposed of. No further orders are required to be passed. The amount lying deposited with the Official Liquidator including interest will be transferred to the common pool fund. Claim, if any, of the Sales Tax Department will be settled by the company.

7. It is clarified that in case there is any creditor of the company, the claim of that creditor will not be treated as barred by limitation and period between the filing of the winding up petition and the order passed today will be excluded. Copy of this order will be filed with the Registrar of Companies. The Official Liquidator will close their records. DASTI.

SANJIV KHANNA, J. NOVEMBER 09, 2010 VKR/P