Canara Bank v. M/s. Surekha Enterprises Pvt. Ltd.

1. This application has been filed by the Official Liquidator under Section 481 of the Companies Act, 1956[1] read with Rule 9 of the Companies (Court) Rules, 1959[2], seeking the dissolution of the company (in liquidation) – M/s. Surekha Enterprises Pvt. Ltd. and praying that the Official Liquidator be discharged as its Liquidator.

2. Pursuant to the order dated 17.04.1986, the respondent company M/s Surekha Enterprises Pvt. Ltd. was ordered to be wound up and the Official Liquidator attached to this court was appointed as its liquidator. 1The Act

3. It is stated by the Official Liquidator that as per the record of the Registrar of Companies, the following persons were the Ex- Directors of the company (in liquidation):

1) Mr. S.K. Sukumaran Nair; and

2) Ms. Surekha Kukde

4. The present application, CO.APPL. 841/2023, has been filed in compliance with orders dated 17.02.2023 and 26.09.2023 whereby the Official Liquidator was permitted to file an application seeking dissolution of the company (in liquidation), as was prayed for by the Official Liquidator in OL Report No. 22/2023.

5. An earlier application moved by the Official Liquidator, bearing No. CO.APPL.334/1998, has been relied on in the present application. It has been provided therein, that a (Provisional) Statement of Affairs was filed by the Ex-Directors of the company (in liquidation) on 14.07.1986. However, the same was found to have several defects which were subsequently rectified on 02.02.1998. It has also been stated that the company had no property/assets which could be realised by the Official Liquidator to make recoveries.

6. The record also reflects that the company (in liquidation) had a property at Calcutta on lease from Mr. Suresh Kumar Prabhat on a monthly basis, which was thereafter sub-letted to Laxmi Commercial Bank which is now amalgamated with Canara Bank, the petitioner in the present Company Petition.

7. It is stated that a suit bearing No. CS(OS) 1674/2000 was preferred against the Ex-Directors of the company (in liquidation), by the plaintiff Suresh Prabhat Kumar, who was the owner of the property at Calcutta. The same was filed seeking vacant possession of the relevant portion of the premises located at No.9 Ezra Street, Kolkata, as well as for mesne profits till the delivery of the vacant possession of the said portion. The suit was disposed of for default and non-appearance of the plaintiff vide order dated 11.09.2015. Thereafter, an order dated 08.02.2022 was passed in CO.PET.126/1994 whereby Canara Bank was directed to vacate the above mentioned portion of the premises and the Official Liquidator was ordered to take physical possession of the same on 23.02.2022. Per the OL Report bearing No. 23/2023, the order dated 08.02.2022 was complied with and physical possession of the property was taken over by the Official Liquidator. Further, with regards to CO.APPL. 781/2021 and in keeping with the order dated 25.08.2022, the said property was handed over to the applicant/current owner – Mr. Mahender Kumar Soni, authorised representative of Babulal Vyapar Pvt. Ltd.

8. Presently, it has been submitted that as per the books of accounts maintained by the Official Liquidator, the funds position of the company as on 25.01.2023 stood at Rs. (-) 28,941.72. Further, it has been stated in the application that the Official Liquidator is not seized of any assets either movable or immovable, from which any money may be recovered. A perusal of the record also shows that even earlier, per the reports and applications moved by the Official Liquidator, the company never had any property/assets which the Official Liquidator could have disposed of or realised for payment to any creditors of the company (in liquidation). Therefore, no useful purpose would be served by keeping this matter pending.

9. At this stage, it is relevant to reproduce Section 481 of the Act, 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.”........

10. Further, reliance may be placed on the judgement in the case of Meghal Homes (P) Ltd. v. Shree Niwas Girni K.K. Samiti & Ors.3, wherein 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.”.....

11. 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. Further, the Official Liquidator is permitted to close the books of accounts of the company after adjusting expenses and losses from the CPL.

12. The application stands disposed of accordingly. CO. PET. 126/1984

13. The respondent company M/s. Surekha Enterprises Pvt. Ltd. is thereby dissolved and the Official Liquidator is discharged.