Dissolution for lack of realisable assets may follow when winding-up cannot continue for want of funds and assets.

Where the Official Liquidator's report shows that a company has no realisable assets, no secured creditors, negligible cash balances, and no funds to continue winding-up, dissolution may be ordered as a just and reasonable course. The Court noted that the company had ceased business long earlier, its debts and advances were unrealisable, and its net worth was completely eroded. On that basis, the winding-up could not be proceeded with for want of assets and funds, and the company was directed to be dissolved, with the balance lying with the Official Liquidator to be deposited in the Public Account of the Reserve Bank of India.

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Issues: Whether the company should be dissolved on the basis of the Official Liquidator's report showing that there were no realisable assets or sufficient funds to continue the winding-up process.

Analysis: The report disclosed that the company had ceased business long earlier, had no secured creditors, no realisable assets, and only nominal cash and bank balances. The stated debts and advances were treated as unrealisable, the net worth stood completely eroded, and the Official Liquidator had already realised only a negligible amount. In these circumstances, the Court found that the Liquidator could not proceed further with the winding-up for want of assets and funds, and that dissolution was just and reasonable.

Conclusion: The company was ordered to be dissolved, and the balance lying with the Official Liquidator was directed to be deposited in the Public Account of the Reserve Bank of India.

Ratio Decidendi: Where the Official Liquidator's report shows that the company has no realisable assets and the winding-up cannot be proceeded with for want of funds, dissolution may be ordered as a just and reasonable course.

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