CO.PET. 332/1999 & CO.APPL. 6/2024 Page 1 of 5 $~C9 * IN THE HIGH COURT OF DELHI AT NEW DELHI Date of decision: 9th January, 2024 + CO.PET. 332/1999 & CO.APPL. 6/2024 RE-RAMAN PLANTATION LTD. ..... Petitioner Through: versus .... ..... Respondent Through: Mr. Shubendu Bhattacharya, Adv. for OL. CORAM: HON'BLE MR. JUSTICE DHARMESH SHARMA O R D E R % 09.01.2024 CO.APPL. 6/2024 (Under Section 481 of the Companies Act, 1956, seeking Dissolution of the Respondent Company) 1. This is an application moved by the Official Liquidator, instituted under Section 481 of the Companies Act, 1956 read with Rule 9 of the Companies (Court) Rules, 1959, seeking dissolution of the respondent company (in liquidation) – M/s Raman Plantation Ltd., and further praying that the Official Liquidator be discharged. 2. A perusal of the record shows that vide order of this court dated 25.05.2001, an Official Liquidator attached to this court was appointed as a Provisional Liquidator to the respondent company (in liquidation). Further, in compliance with the abovementioned order, This is a digitally signed order. The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 16/05/2024 at 12:15:20 CO.PET. 332/1999 & CO.APPL. 6/2024 Page 2 of 5 publications regarding the appointment of the Provisional Liquidator were made in the newspapers, namely „The Statesmen‟ (English) and „Veer Arjun‟ (Hindi), on 19.10.2001. Thereafter, vide order dated 11.08.2004, the respondent company was ordered to be wound up and the Official Liquidator was directed to take charge of the assets, property and other effects of the respondent company (in liquidation). 3. Per the record of the Registrar of Companies, the following have been shown to be the Ex-Directors of the company (in liquidation: (i) Sh. BL Goyal; (ii) Sh. Manish Goyal; (iii) Sh. Shiv Kumar Dharuka; (iv) Sh. Chandra Kant Khemka; (v) Sh. Chandra Gopal Sharma; and (vi) Sh. Nitish Goyal 4. Furthermore, the registered office of the company was stated to be at 98, Darya Ganj, New Delhi. It was seized by the office of the Official Liquidator on 08.06.2001. However, as stated in the present application for dissolution, the registered office was found to not be belonging to the company (in liquidation) and the same was handed over to the landlady/owner, Ms. Kamla Gupta, on 12.05.2005. The same has been duly reported vide OLR No. 190/2004 and Admin. Report No. 256/2005. 5. Apart from the registered office, the company (in liquidation) also had immovable assets in the form of village land situated at Banpur Tehsil, Khurda District, Orissa, details of which were This is a digitally signed order. The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 16/05/2024 at 12:15:20 CO.PET. 332/1999 & CO.APPL. 6/2024 Page 3 of 5 provided for in the statement of affairs filed by the Ex-directors as well as from the records of the Registrar of Companies. The above- mentioned village land was sold off via auction before this court on 07.11.2017 and the auction bid amount of Rs. 14,00,000/- was received by the Official Liquidator subsequent to which Sale Deed was registered on 26.03.2019. 6. Thereafter, in compliance with the order of this court dated 30.10.2018, claims were invited vide publications made in the newspapers „Times of India‟ (English), and „Samaj‟ (Orissa – Bhubaneshwar Edition) on 09.03.2019, as well as in „Hindustan Times‟ (English) and „Dainik Jagran‟ (Hindi) on 12.03.2019. However, no claims were received by the Official Liquidator. 7. Since certain funds were available, the Official Liquidator vide letter dated 02.05.2022, sought the claim of the petitioner, and an amount of Rs. 1,62,437/- was found admissible and payable. The Official Liquidator moved OLR No. 74/2023, and vide order of this court dated 8.08.2023, the Official Liquidator was directed to disburse the sum of Rs. 1,62,437/- to the petitioner. 8. It has been stated that apart from the remaining fund balance, no other assets are available. Presently, it has been submitted that the funds position of the company is Rs. 8,20,965/- as on 11.12.2023. 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. This is a digitally signed order. The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 16/05/2024 at 12:15:20 CO.PET. 332/1999 & CO.APPL. 6/2024 Page 4 of 5 9. In the case of Meghal Homes (P) Ltd. v. Shree Niwas Girni K.K. Samiti & Ors.1 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.” 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 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. 12. The instant application is disposed of accordingly. 1 (2007) 7 SCC 753 This is a digitally signed order. The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 16/05/2024 at 12:15:20 CO.PET. 332/1999 & CO.APPL. 6/2024 Page 5 of 5 CO. PET. 332/1999 13. The respondent company M/s. Raman Plantation Ltd. is thereby dissolved and the Official Liquidator is discharged. 14. The Official Liquidator is permitted to close the books of accounts of the company. 15. A copy of this Judgment be communicated to the Registrar of Companies within 30 days by the Official Liquidator. DHARMESH SHARMA, J. JANUARY 09, 2024 Sadique This is a digitally signed order. The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 16/05/2024 at 12:15:20