Utility Engineers (I) Ltd. v. Official Liquidator

1. This is an application filed by the Official Liquidator, Delhi under Section 481 of the Companies Act, 1956 (“the Act”) read with Rule 9 of the Companies (Court) Rules, 1959 (“the Rules”), thereby praying that the Company, M/s. Utility Engineers (I) Ltd. (In Liquidation) be dissolved finally and the Official Liquidator, Delhi, be accordingly discharged as its Liquidator.

2. It is stated in the application that the aforesaid Company (In Liquidation), vide order dated 10.03.1997 passed by this Court, on the recommendations of the Board for Industrial and Financial Reconstruction (BIFR), appointed the Official Liquidator attached to this Hon’ble Court as the Liquidator of the said Company (In Liquidation).

3. It is further stated in the application that as per the records maintained with the Registrar of Companies, the registered office of the Company (In Liquidation) was situated at Shop No. 16, Shopping Centre, 2020:DHC:1533 Panchsheel Park, New Delhi 110017, but possession could not be taken over since the Company (in Liquidation) vacated the premises and maintained the office at Shop No. 8, Shopping Centre, Panchsheel Park, New Delhi 110017 and the possession was taken on 27.03.1997. Further, the Company (in Liquidation) had a godown at Maidan Garhi, Chhatarpur, New Delhi and a factory situated at Village Malpura, Dharuhera, Distt. Rewari, Haryana, possessions of which were taken over on 27.03.1997 and 01.04.1997, respectively.

4. Subsequently, in terms of the order dated 29.05.1997 passed by this Court, the goods/materials and records lying at the godown at Maidan Garhi, Chhatarpur, New Delhi were shifted to the factory of the Company (in Liquidation). Later on, the possession of the aforesaid office and godown was handed over to the landlord.

5. Thereafter, in pursuance of this Court’s order dated 24.12.2004, the factory situated at 70 Milestone, Village Malpura, Dharuhera, Distt. Rewari (Haryana) was auctioned by the Official Liquidator for a total sum of Rs. 5.32 Crores and the possession and the original title deeds of the same were handed over to the auction purchaser, M/s. ARS Enterprises. Also, in terms of this Court’s order dated 09.10.1998, 06 cars and 01 jeep were sold through distribution of handbills at the highest bid, amounting to Rs.1,40,000/-.

6. It is stated that the Ex-Directors of the Company (in Liquidation) got their statements recorded under Rule 130 of the Companies (Court) Rules, 1959 on 07.05.1997 and 23.10.1997 and filed the Statement of Affairs on 02.04.2002.

7. It is further stated that in terms of this Court’s order dated 17.11.2004, the Official Liquidator published the notice in newspapers, vide which the claims were invited from the secured/unsecured creditors and workers of the Company (In Liquidation). In response to the said claim notice, 381 claims were received from the secured/unsecured creditors and the workers. Thereafter, vide order dated 28.04.2005, this Court appointed a Committee comprising of 03 members to scrutinize the claims. The said Committee scrutinized and admitted the claims in the following manner: Workers 298 Secured Creditors 4 Preferential Creditors 65 Rejected 14 TOTAL 381 Subsequently, in terms of the order dated 08.05.2008, the claims of 08 workers out of 14 workers, which were rejected earlier were also admitted.

8. It is also stated that in furtherance to this Court’s order dated 01.03.2012, the moveable assets (relating to the building construction materials) belonging to the Company (in Liquidation) lying at ASEL (Ahmedabad Stock Exchange Limited) site, near Gandhigram Railway Station, Ellisbridge, Ahmadabad were sold to the highest bidder i.e. Rock International India for Rs.45,50,000/- and the possession of the premises was handed over to the landlord.

9. It is stated that the Office of the Official Liquidator has paid an amount of Rs.20,16,019/- to the EPFO (Dwarka) and Rs.6,92,063/- to the Employees Provident Fund Office, Gurgaon in compliance of this Court’s order dated 02.08.2013 and 17.11.2015, respectively.

10. It is also stated that pursuant to this Court’s orders dated 22.03.2007 and 17.11.2015, the office of the Official liquidator has made payments to the secured creditors and to the workmen on pro-rata share i.e. 20.35% of the admitted amount, being 1st and 2nd dividend. However, few workmen could not be paid either due to improper bank details or non-availability of bank details. Further, in compliance of this Hon’ble Court’s order dated 28.05.2019 pertaining to the payment of the 3rd dividend, the office of the Official liquidator made payment to the Secured Creditors and to the workmen (whose bank details were available) @ 0.5% of their admitted amount respectively. The list of the unpaid workers along with the amount payable to them towards the dividends has been annexed with the application.

11. Since few workmen could not be paid either due to improper bank details or non-availability of bank details, as such, the amount payable to them to the extent of Rs. 15,36,449/- is lying in the dividend account of the Company (in Liquidation) and the permission has been sought to transfer the said amount as unclaimed dividend into the Companies Liquidation Account of Reserve Bank of India in terms of the provisions of Section 555 of the Companies Act, 1956.

12. It is stated by the Learned Standing Counsel for the Official Liquidator that there are no assets of the Company (in Liquidation) in the hands of the Official Liquidator for realization and no fruitful purpose will be served to continue the present liquidation proceedings and further it is the fit case for dissolution of the Company under Section 481 of the Companies Act, 1956.

13. As such, the Official Liquidator by way of present application has sought dissolution of the Company (In Liquidation) and has further sought that the available funds in the Company (In Liquidation) to the extent of Rs. 43,584.25/- as on 23.12.2019, be allowed to be transferred to the Common Pool Fund.

14. It has been held in the matter of Meghal Homes (P) Ltd. vs. Shree Niwas Girni K.K. Samiti & Ors. (2007) SCC 753, by the Supreme Court as under:- “........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.”

15. In view of the above submissions, facts and circumstances of this case and further in view of the decision of the Hon’ble Supreme Court, the liquidation proceedings deserve to be brought to an end. Consequently, Utility Engineers (I) Ltd. is ordered to be dissolved under Section 481 of the Companies Act, 1956.