Full Judgment Text
* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Judgment reserved on : 17 November 2023
Judgment pronounced on : 29 November 2023
+ CO.PET. 126/1984 & CO.APPL. 841/2023
CANARA BANK ..... Petitioner
Through:
Versus
M/S. SUREKHA ENTERPRISES PVT. LTD. .... Respondent
Through: Mr. D. Bhattacharya, Standing
Counsel for Official Liquidator
CORAM:
HON'BLE MR. JUSTICE DHARMESH SHARMA
J U D G M E N T
CO. APPL. 841/2023 in CO.PET. 126/1984
1. This application has been filed by the Official Liquidator under
1
Section 481 of the Companies Act, 1956 read with Rule 9 of the
2
Companies (Court) Rules, 1959 , seeking the dissolution of the
company (in liquidation) – M/s. Surekha Enterprises Pvt. Ltd. and
praying that the Official Liquidator be discharged as its Liquidator.
2. Pursuant to the order dated 17.04.1986, the respondent
company M/s Surekha Enterprises Pvt. Ltd. was ordered to be wound
up and the Official Liquidator attached to this court was appointed as
its liquidator.
1The Act
2 Rules
Signature Not Verified
CO PET 126/1984 Page 1 of 5
Digitally Signed By:PRAMOD
KUMAR VATS
Signing Date:29.11.2023
20:33:25
3. It is stated by the Official Liquidator that as per the record of
the Registrar of Companies, the following persons were the Ex-
Directors of the company (in liquidation):
1) Mr. S.K. Sukumaran Nair; and
2) Ms. Surekha Kukde
4. The present application, CO.APPL. 841/2023, has been filed in
compliance with orders dated 17.02.2023 and 26.09.2023 whereby the
Official Liquidator was permitted to file an application seeking
dissolution of the company (in liquidation), as was prayed for by the
Official Liquidator in OL Report No. 22/2023.
5. An earlier application moved by the Official Liquidator, bearing
No. CO.APPL.334/1998, has been relied on in the present application.
It has been provided therein, that a (Provisional) Statement of Affairs
was filed by the Ex-Directors of the company (in liquidation) on
14.07.1986. However, the same was found to have several defects
which were subsequently rectified on 02.02.1998. It has also been
stated that the company had no property/assets which could be
realised by the Official Liquidator to make recoveries.
6. The record also reflects that the company (in liquidation) had a
property at Calcutta on lease from Mr. Suresh Kumar Prabhat on a
monthly basis, which was thereafter sub-letted to Laxmi Commercial
Bank which is now amalgamated with Canara Bank, the petitioner in
the present Company Petition.
7. It is stated that a suit bearing No. CS(OS) 1674/2000 was
preferred against the Ex-Directors of the company (in liquidation), by
Signature Not Verified
CO PET 126/1984 Page 2 of 5
Digitally Signed By:PRAMOD
KUMAR VATS
Signing Date:29.11.2023
20:33:25
the plaintiff Suresh Prabhat Kumar, who was the owner of the
property at Calcutta. The same was filed seeking vacant possession of
the relevant portion of the premises located at No.9 Ezra Street,
Kolkata, as well as for mesne profits till the delivery of the vacant
possession of the said portion. The suit was disposed of for default
and non-appearance of the plaintiff vide order dated 11.09.2015.
Thereafter, an order dated 08.02.2022 was passed in
CO.PET.126/1994 whereby Canara Bank was directed to vacate the
above mentioned portion of the premises and the Official Liquidator
was ordered to take physical possession of the same on 23.02.2022.
Per the OL Report bearing No. 23/2023, the order dated 08.02.2022
was complied with and physical possession of the property was taken
over by the Official Liquidator. Further, with regards to CO.APPL.
781/2021 and in keeping with the order dated 25.08.2022, the said
property was handed over to the applicant/current owner – Mr.
Mahender Kumar Soni, authorised representative of Babulal Vyapar
Pvt. Ltd.
8. Presently, it has been submitted that as per the books of
accounts maintained by the Official Liquidator, the funds position of
the company as on 25.01.2023 stood at Rs. (-) 28,941.72. Further, it
has been stated in the application that the Official Liquidator is not
seized of any assets either movable or immovable, from which any
money may be recovered. A perusal of the record also shows that even
earlier, per the reports and applications moved by the Official
Liquidator, the company never had any property/assets which the
Official Liquidator could have disposed of or realised for payment to
Signature Not Verified
CO PET 126/1984 Page 3 of 5
Digitally Signed By:PRAMOD
KUMAR VATS
Signing Date:29.11.2023
20:33:25
any creditors of the company (in liquidation). Therefore, no useful
purpose would be served by keeping this matter pending.
9. At this stage, it is 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.”
........
10. Further, reliance may be placed on the judgement in the case of
3
Meghal Homes (P) Ltd. v. Shree Niwas Girni K.K. Samiti & Ors. ,
wherein 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.”
.....
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
3 (2007) 7 SCC 753
Signature Not Verified
CO PET 126/1984 Page 4 of 5
Digitally Signed By:PRAMOD
KUMAR VATS
Signing Date:29.11.2023
20:33:25
accounts of the company after adjusting expenses and losses from the
CPL.
12. The application stands disposed of accordingly.
CO. PET. 126/1984
13. The respondent company M/s. Surekha Enterprises Pvt. 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.
NOVEMBER 29, 2023
Sadique
Signature Not Verified
CO PET 126/1984 Page 5 of 5
Digitally Signed By:PRAMOD
KUMAR VATS
Signing Date:29.11.2023
20:33:25