Magicon Impex Pvt Ltd v. Megnostar Telecommunications Pvt. Ltd.

1. The above-noted application has been moved on behalf of the Official Liquidator and has been instituted under Section 481 of the Companies Act, 1956, seeking dissolution of the company (in liquidation) and praying that the Official Liquidator be discharged as its Liquidator.

2. Shorn of unnecessary details, the said application has been moved in the instant company petition, being CO.PET. 359/2009, which was instituted under Sections 433(e), 434 and 439 of the Companies Act, 1956 seeking winding up of the respondent/company (in liquidation) – Megnostar Telecommunications Pvt. Ltd., on the ground of non-payment of outstanding dues amounting to Rs. 39,42,709/- along with due interest.

3. From a perusal of the record, it is borne out that a Provisional Liquidator was appointed vide order dated 03.08.2011. Thereafter, vide order dated 30.11.2022, the respondent company was ordered to be wound up and the Official Liquidator attached with this Court was appointed as its Liquidator. It is stated that citations to this effect were duly published in the newspapers „Hindustan Times‟ (English) and „Dainik Bhaskar‟ (Hindi) on 19.02.2023 and in the Gazette on 02.06.2023.

4. It is stated that as per the record of the Registrar of Companies, NCT Delhi and Haryana, the following persons were shown as the Directors of the company (in liquidation):

(i) Mr. Ashwani Kumar Nayyar;

(ii) Mr. Gurmeet Singh Walia – who stated that he resigned from the company (in liquidation) in the year 2008 and duly submitted Form-32.

5. In respect of the Ex-Directors of the company (in liquidation), it is stated that they failed to file the requisite Statement of Affairs and consequently, the office of the Official Liquidator was constrained to file a Criminal Complaint bearing CRL.(O) CO. No. 3/2013 against them, which came to be disposed of vide order of this Court dated 20.08.2019.

6. As regards the registered office of the company (in liquidation) situated at 119-120, 1st Floor, Gagan Deep Building, Rajinder Place, New Delhi – 110005, it is stated that the said premise was visited by the office of the Official Liquidator on 23.08.2011. However, possession of the same could not be taken as some other company was found to have its offices at the given address.

7. As per the Annual Return dated 20.09.2006 filed by the company (in liquidation), an office was shown to be situated at B- 47/1, Wazirpur Industrial Area, New Delhi. The said premises were visited on 24.08.2011, however, possession of the same was not taken by the Official Liquidator as the company (in liquidation) had vacated the premises and shifted elsewhere. Another property of the company (in liquidation) was situated at A-8, Lawrence Road, Industrial Area, New Delhi - possession of which was handed over to the authorised representatives of M/s. Asteroids Shelter Homes Private Limited on 18.05.2023, pursuant to the order dated 12.05.2023. It is stated that the office of the Official Liquidator received certain information regarding movable assets of the company (in liquidation) placed at the above-noted two properties of the company from NAFED[1] vide letter dated 13.04.2015. Possession of the movable assets/stock of the company (in liquidation) was taken by the Official Liquidator on 13.03.2018, and thereafter, said movable assets were evaluated and auctioned to Shri Balaji metals for a sum of Rs. 17,68,000/-, in compliance of the order dated 13.04.2023.

8. As regards the property of the company (in liquidation) situated at Plot No. 1297, MIE, Industrial Area, Bahadurgarh, Haryana – it is sated that the Official Liquidator took possession of the same on 30.08.2011. However, since the said property was auctioned off by a secured creditor of the company (in liquidation) under SARFAESI proceedings, possession of the same was handed over to the auction purchaser on 26.05.2015, pursuant to the order dated 22.05.2015. National Agricultural Cooperative Marketing Federation of India Ltd.

9. As stated in the instant application, pursuant to the order dated 20.08.2019, claims were invited from the creditors of the company (in liquidation) by way of publication of a notice in the newspaper namely „Jansatta‟ (Hindi) on 18.10.2019. However, no claims were received by the office of the Official Liquidator.

10. At present, it is submitted that the Official Liquidator is not seized of any movable or immovable assets from which any money may be realized. It is further stated that after deduction of liquidation expenses incurred by the Official Liquidator, the funds position of the company is NIL. Therefore, no fruitful purpose will be served in continuing the present winding up proceedings.

11. At this juncture, it is expedient to consider the decision in Meghal Homes (P) Ltd. v. Shree Niwas Girni K.K. Samiti & Ors.[2] whereby the Supreme Court inter alia held as under:- “When the affairs of the Company have 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.”

12. It would also be apposite to consider Section 481 of the Companies Act, 1956, which provides for dissolution of a company under such circumstances as are prevailing in the present matter, and the relevant portion of the same reads as under: “Section 481. Dissolution of company. (1) When the affairs of a company have been completely wound up or when the Court is of the opinion that the liquidator cannot proceed with the winding up of a company for want of funds and assets or for any of the reason whatsoever and it is just and reasonable in the circumstances of the case that an order of dissolution of the company should be made, the Court shall make an order that the company be dissolved from the date of the order, and the company shall be dissolved accordingly.”.......

13. In view of the above-mentioned decision of the Supreme Court in Meghal Homes (supra), as well as keeping in mind the import of Section 481 (1) of the Act and the facts and circumstances of the present case, these liquidation proceedings warrant to be brought to an end. Therefore, the present application is allowed. The company (in liquidation) – M/s. Megnostar Telecommunications Pvt. Ltd., stands dissolved and the Official Liquidator is hereby discharged as its Liquidator.