Dissolution order for Sood Tech Pvt Ltd under Companies Act. Ex-directors to pay. Official Liquidator to close proceedings.

The court ordered the dissolution of M/s. Sood Tech Private Limited under Section 481 of the Companies Act, 1956. The ex-directors were directed to deposit Rs. 10,000 each towards liquidation expenses. The Official Liquidator was authorized to close the company's books, inform the Registrar of Companies, and was discharged from further proceedings, with the company's files and records to be archived.

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Issues:
1. Application under Section 481 of the Companies Act, 1956 for dissolution of the company and deposit of liquidation expenses.
2. Appointment of Official Liquidator and winding up proceedings.
3. Possession of company assets and records.
4. Claims by creditors and workmen.
5. Dissolution of the company and allocation of liquidation expenses.

Analysis:

1. The Official Liquidator filed an application under Section 481 of the Companies Act, 1956, seeking dissolution of the company M/s. Sood Tech Private Limited (in liqn.) and requesting ex-directors to deposit a sum of Rs. 50,000 as liquidation expenses. The application also sought permission to transfer funds to the common pool, close the company's accounts, and discharge the Official Liquidator from further proceedings.

2. The Official Liquidator was appointed as the Provisional Liquidator by a court order dated 10.10.2006, followed by a final winding-up order on 12.01.2010. The Official Liquidator reported difficulties in taking possession of the company's assets at various locations, including the registered office and factory premises.

3. The records of the company were found to be located at different premises due to actions taken by the Uttar Pradesh Financial Corporation (UPFC) under the SARFASI Act. The company was declared sick in 1999, and subsequent investigations revealed no assets or loans against the company.

4. Despite inviting claims from secured and unsecured creditors and workmen, no claims were received by the Official Liquidator. It was confirmed that no other assets were available for realization, and the company's fund position was negative, leading to the conclusion that continuing the winding-up process would serve no useful purpose.

5. Citing the Supreme Court decision in Meghal Homes (P) Ltd. v. Shree Niwas Girni K.K. Samiti, the court ordered the dissolution of M/s. Sood Tech Private Limited. The ex-directors were directed to deposit Rs. 10,000 each towards liquidation expenses. The Official Liquidator was permitted to close the company's books, communicate the order to the Registrar of Companies, and was discharged from further proceedings, with the company's files and records to be archived.

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