Co.Pet. 17/2001 BEFORE THE HON’BLE MR. JUSTICE HRISHIKESH ROY This application has been moved by the Official Liquidator, attached to this Cou rt, under Section 481 of the Companies Act, 1956 (for short ’Act’) for dispensin g with the requirement of filing the accounts and audit of the Company (in liqui dation), since it has no funds to its credit; and for dissolution of M/s. Baruah & Baruah Drugs Private Limited (in liquidation) as per Section 481 of the Act i n view of the fact that the Official Liquidator is not in a position to proceed further with the winding up of the Company for want of funds, assets and reasons stated in the application and for discharging the Official Liquidator from proc eeding further. 2. The Official Liquidator attached to this Court was appointed as the Liqu idator as per Section 481 of the Act in respect of M/s. Baruah & Baruah Drugs Pr ivate Limited (in liquidation), which was wound up by this Court vide judgment a nd order dated 17.02.2003 passed in Co. Petition No.17 of 2001 (disposed of). It is worth mentioning that Co. Petition No.17 of 2001 (disposed of) was filed by the promoters of the Company (in liquidation) for winding up of the said Company on the ground that though the Company was incorporated in the year 1992, no sha res was subscribed and no statutory meeting of the Company has held. The Statuto ry returns were also not submitted by the Company to the jurisdictional Registra r of Companies. In sum and substance, the Company never commenced its business a fter its incorporation. In view of such position, the Company Judge was pleased to hold that hardly any useful purpose will be served to allow the Company to re main alive on record. Therefore, it was ordered to wind up the Company and the R egistrar of Companies/ Official Liquidator was directed, to initiate necessary a ction in accordance with law. 3. The Official Liquidator, in compliance to the direction of this Court gi ven vide order dated 17.02.2003, in Co. Petition No.17 of 2001 (disposed of) req uested all the Directors of the Company to furnish the Statement of Affairs of t he Company (in liquidation) under the provisions of Section 454 of the Companies Act, 1956 read with Rule 127 of the Companies (Court) Rules, 1959 so that the O fficial Liquidator could take possession of the assets and liabilities of the Co mpany (in liquidation). 4. The Directors of the Company (in liquidation) filed the Statement of Af fairs as per the provisions of Section 454 of the Companies Act, 1956. On scruti ny of the Statement of Affairs and the records maintained by the Registrar of Co mpanies, Shillong, the Official Liquidator has placed the following information before this Court:- (i) The Company (in liquidation) has no assets and liabilities; (ii) The Company (in liquidation) has no Bank Accounts and Investments; (iii) The Company (in liquidation) is having no Government liabilities and Incom e Tax liabilities; (iv) The fund position of the Company (in liquidation) is NIL; (v) Since incorporation, no statutory returns has been filed with the Registrar of Companies, Shillong by the Company (in liquidation); (vi) There is no information or record regarding any pending litigation either b y or against the Company (in liquidation) and also there is no trace of any clai mants; (vii) No useful purpose would be served to the public or to any prospective clai mant with such NIL fund and no useful purpose would also be served to continue t he name of the Company (in liquidation). 5. Under the above facts and circumstances, the Official Liquidator has fil ed the instant application submitting that it is not possible to proceed with th e winding up of the Company for want of funds, assets and reasons stated hereina bove and that it is just and reasonable in the circumstances of the case that an order of dissolution of the Company (in liquidation) be passed, under Section 4 81 of the Act. 6. In the case of Meghal Homes (P) Ltd. vs. Shree Niwas Gimi K.K. Samiti re ported in (2007) 7 SCC 753, the Supreme Court, inter alia, in paragraph 31 there of has held as under: & & & & & when the affairs of the Company had been completely wound up o he Court finds that the Official Liquidator cannot proceed with the winding up o f the company for want of funds or for any other reasons, the Court can make an order dissolving the Company from the date of that order. This puts an end to th e winding up process. Keeping in view, the averments in the application and the above ruling o f the Apex Court over the issue, I am of the view that there is force in the con tention of the Official Liquidator. Therefore, the present application needs to be allowed on merit and the reliefs sought therein, deserved to be granted and i t is a fit case for passing an order for dissolution of the Company (in liquidat ion) under Section 481 of the Act. 7. Consequently the Company (in liquidation) shall stand dissolved and the Official Liquidator attached to this Court is discharged. The Official Liquidator is also dispensed with the requirement of filing the acc ounts and audit of the Company (in liquidation), since the Company has no funds to its credit. The Official Liquidator shall make necessary arrangement for paym ent of fee to the counsel for the Official Liquidator from the Common Pool Fund maintained in the office of the Official Liquidator. 8. A copy of this order shall be communicated to the Registrar of Companies within thirty days by the Official Liquidator. 9. Accordingly this application under Section 481 of the Act is disposed of .