IN THE HIGH COURT OF JUDICATURE AT PATNA COM PET No.2 of 2001 IN THE MATTER OF: JAI SHREE UDYOG PRIVATE LIMITED (IN LIQUIDATION) ----------- 23. 3.12.2009 A report has been filed being OLR- No.33/2009 dated 20.11.2009 at flag-8 by the Official Liquidator stating that the company (in liquidation) ceased to carry on business in 1982 and assets were disposed of in the year 1995-96 to pay the liabilities of the Banks and Financial Institutions and at present there does not appear to be any liability either of the Banks or the Financial Institutions. This fact is also borne out from the statement of affairs filed by the Ex- Director under Section 454 of the Companies Act, 1956. It is also pointed out that from the examination of the statement of affairs dated 16.3.2009, it appears that the company does not possess any assets and properties in shape of balance at Bank, cash in hand, marketable securities, bills receivables, trade debtors, loan and advances, unpaid calls, stock in trade, work in progress, freehold property land and buildings, leasehold properties, plant and machinery, furniture, fittings, utensils, etc., or investment - 2 - other than marketable securities, lease stocks, vehicles, etc., except a liability to the extent of Rs.11,93,478.92. Apart from the same, it is pointed out that the E.S.I. Corporation by its letter dated 27.3.2009 had also demanded an amount of Rs.9,24,493/-payable by the company (in liquidation). It is further pointed out that the statement of affairs was got prepared through M/s. R.N. Mishra & Company, Chartered Accountant, for which he has raised a bill of Rs.12,000/-. It is stated that the Ex-Management has deposited a sum of Rs.7,000/- and Rs.5,000/- totalling Rs.12,000/- with the Official Liquidator for meeting the expenses. Permission is, accordingly, being sought for making payment of the sum of Rs.12,000/- aforesaid to M/s. R.N. Mishra & Company, Chartered Accountant. It is also prayed that since there are no assets of the company to be realized, no useful purpose can be served by continuing the present proceedings and, accordingly, an order of dissolution of the company may be passed observing that the Official Liquidator cannot proceed with - 3 - the winding up of the company for want of funds and assets. On a consideration of the entire facts and circumstances of the case, this Court is inclined to accept the prayer made on behalf of the Official Liquidator. It is, accordingly, directed that a sum of Rs. 12,000/- may be paid by the Official Liquidator to M/s. R.N. Mishra & Company, Chartered Accountant towards his bill of Rs. 12,000/-for preparing the statement of affairs as required under Section 454 of the Companies Act, 1956. The preliminary report filed by the Official Liquidator along with OLR- No.33 of 2009 is taken on the record and the settlement of list of creditors is dispensed with. The preparation and audit of the final accounts is also dispensed with. This Court is of the view that it is not possible for the Official Liquidator to proceed with the winding up of the company since there are no funds or assets to be realized; hence, it is just and reasonable that the company should be dissolved and it is, accordingly, ordered that the - 4 - company is dissolved. The Official Liquidator is directed to forward a copy of the dissolution order to the Registrar of Companies, Bihar and Jharkhand within thirty days from the date of this order. It is further made clear that it would be open to the authorities of the Employees State Insurance Corporation to proceed to realize their dues from such other persons, including the Ex- Directors of the company, who may be liable for the same, in accordance with law. VPS ( Ramesh Kumar Datta, J. )