Paramvir Singh v. Presidium Breweries Pvt Ltd

1. This is an application 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], praying that the respondent company (in liquidation) be dissolved and the Official Liquidator be discharged as its Liquidator.

2. Vide order dated 15.05.2013 the company was ordered to be wound up provisionally and Official Liquidator attached to this court was appointed as the Provisional Liquidator of the company.

3. It was also brought to the notice of the Court that the Ex- Director of the company (in liquidation) Mr. Ravi Kumar had earlier moved CM No. 16065/2013 in Co. Appeal No. 73/2013, seeking a stay of the winding up order dated 15.05.2013 passed by the Hon'ble Company Judge, which was granted by a Division Bench of this Court, vide order dated 09.10.2013. By a subsequent order of the Division Bench dated 22.04.2014 the company (in liquidation) was directed to deposit a sum of Rs. 9,00,000/- within a period of 30 days. However, as the respondent company failed to comply with this order, the company petition for winding up was admitted once again in compliance with the directions of the Division Bench order dated 22.04.2014, and the same has been noted in order dated 27.05.2014 of this petition.

4. It is stated that as per the record of the Registrar of Companies, Delhi and Haryana, the following persons were found to be the Ex- Directors of the company (in liquidation):

(i) Mr. Ravi Kumar,

5. The registered office of the company (in liquidation) was situated at J-84, Kalkaji Extension, New Delhi. It has been submitted that the possession of the said premises could not be taken as on visit by the officials of the Official Liquidator‟s office, it was found that the same was a residential premise.

6. It is stated in the application that a team of officials visited village Behra, Dera Bassi, SAS Nagar, where the seized stock of the company was stored. The officials met with the DGM Mr. Lokendraveer Sharma of Alcobrew Distillers, India Private Limited, who identified the stock of the respondent company as per the register of stocks maintained there. Subsequent to verification of the record, the stock of the company (in liquidation) was given on superdari to the DGM till further orders.

7. It has also been stated in the application that, as per the report of the Food Analyst dated 29.06.2015, it was informed by the Commissioner Excise and Taxation (Punjab) that the samples of liquor contained suspended matter and were unsafe for consumption, and therefore, the stock of the company could not be sold for making recoveries. Furthermore, although efforts were made to determine whether the seized liquor could be used for industrial or other purposes, in accordance with Rule 53 of the Punjab Excise Bonded Warehouse Rules, 1957, however, its suitability for the same could not be ascertained. Since it was concluded that the entire stock of the liquor has to be discarded certain directions were passed vide order dated 31.05.2023. In compliance of the same, the stock was discarded and the empty bottles were sold for a sum of Rs. 11,952/-. Further, as per directions of the order Rs. 39,600/- was also released in favour of Mr. N.R. Sharma (Chemical Engineer) from the Common Pool Funds [“CPL”].

8. It is submitted by the learned counsel for the Official Liquidator that thereafter, vide order dated 29.04.2022 in CO. APPL. 275/2022 the Official Liquidator was permitted to invite claims from the creditors of the company. In compliance of the same, claims were invited from the workmen and secured creditors of the company (in liquidation) on 18.06.2022. Citations were published in the newspapers, namely „Veer Arjun‟ and „Indian Express‟ and last date for submission of claims with the Official Liquidator was 08.07.2022. Only one claim was received from the petitioner herein, Mr. Paramvir Singh on 01.07.2022. However, as there were no funds in the company, the claim could not be settled.

9. Presently, it has been submitted that the funds position of the company is Rs. 35,270/- as on 17.08.2023. Further, the Official Liquidator is not seized of any assets either movable or immovable, from which any money may be recovered, and there are no more assets to be realised from the company (in liquidation). Therefore, no useful purpose would be served by keeping this matter pending.

10. At this stage, it would also be 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.”.............

11. In the case of Meghal Homes (P) Ltd. v. Shree Niwas Girni K.K. Samiti & Ors.[3] 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. 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. As by way of present application, the Official Liquidator has sought to be exempt from carrying out the publication of the citation of the final winding up, the same is allowed and such exemption from publication is granted. Further, the Official Liquidator is permitted to close the books of accounts of the company after adjusting expenses and losses from the CPL. CO. PET. 306/2012

13. The respondent company M/s. Presidium Breweries Limited is thereby dissolved and the Official Liquidator is discharged.