Winding up order for Saradha Green Fields Nirman Pvt Ltd due to default & fraud

The Tribunal ordered the winding up of Saradha Green Fields Nirman Private Limited under Section 271(c)/(d) of the Companies Act, 2013, due to continuous default in filing financial statements, fraudulent conduct, and non-functionality. The Official Liquidator from the High Court of Calcutta was appointed, assets were restrained from disposal, and petition costs were to be paid from the company's assets. A progress report was to be submitted within 180 days. The Company Petition CP No. 481/KB/2019 was disposed of, with directions for issuance of a certified copy of the order upon formalities' compliance.

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Issues:
Initiation of winding up proceeding against a company due to default in filing financial statements and annual returns for consecutive years, fraudulent conduct, appointment of Official Liquidator, and costs of the petition.

Analysis:
The judgment involves a petition filed by the Registrar of Companies, West Bengal, seeking to initiate winding up proceedings against a company, Saradha Green Fields Nirman Private Limited, under Section 271 (d) of the Companies Act, 2013. The grounds for the petition include the company's default in filing financial statements and annual returns for five consecutive financial years starting from 31st March, 2013. Additionally, the company did not file its Income Tax return after 31st March, 2012, and has been non-functional for more than five subsequent financial years. The Deputy Registrar of Companies, West Bengal, highlighted that the company's affairs were conducted fraudulently, leading to the filing of the winding-up petition under Section 271(c)/(d) of the Companies Act, 2013.

The petition also mentioned that the company was duly notified of the fraudulent conduct and default through a show cause notice dated 2nd March, 2019, which the company failed to respond to. The Petitioner obtained the Central Government's sanction to proceed with the petition, as evidenced by the annexed documents. The Tribunal, after due consideration, directed the publication of a notice regarding the petition in newspapers to invite objections. Despite the publication, no objections were raised by any interested party, leading to the filing of an affidavit affirming the newspaper publication of the petition's notice.

The Tribunal analyzed Section 271 of the Companies Act, which outlines circumstances for winding up a company. It was observed that the company in question had continuously defaulted in filing its financial statements and annual returns, failed to respond to notices, and showed signs of being formed for fraudulent and unlawful purposes. Consequently, the Tribunal concluded that the company should be wound up under Section 271(c)/(d) of the Companies Act, 2013. The judgment ordered the winding up of Saradha Green Fields Nirman Private Limited, appointed the Official Liquidator from the High Court of Calcutta, restrained the company from disposing of its assets, and directed the costs of the petition to be paid from the company's assets. The Official Liquidator was instructed to submit a progress report within 180 days from the date of the order.

In conclusion, the Tribunal disposed of the Company Petition CP No. 481/KB/2019 and directed the issuance of a certified copy of the order upon compliance with formalities.

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