Court dissolves company, relieves Liquidator, ex-directors provide undertaking, approves professional fee bill, transfers remaining funds.

The Court ordered the dissolution of the company under section 481 of the Companies Act, 1956, relieving the Official Liquidator of duties. The ex-directors were required to provide an undertaking for future liabilities. The Court approved payment of a professional fee bill to the Chartered Accountant and transfer of remaining funds to the Company Paid Staff Salary Reserve Fund Account, concluding the liquidation process due to lack of assets.

---

---

Issues:
1. Dissolution of the company in liquidation under section 481 of the Companies Act, 1956.
2. Payment of professional fee bill to the Chartered Accountant.
3. Transfer of funds to the Company Paid Staff Salary Reserve Fund Account for Central Government fees under Rule 291 of Companies (Court) Rules 1959.

Analysis:
1. The Official Liquidator filed a report seeking the dissolution of the company in liquidation under section 481 of the Companies Act, 1956. The report detailed the confirmation of sale of movables, disbursement of sale proceeds to a secured creditor, filing of Statement of Affairs, and the current fund availability of Rs. 12,801 as of September 2017. The Official Liquidator concluded that dissolution was appropriate as no assets remained, and inviting claims from creditors was unnecessary. The Chartered Accountant certified the fund position and verified the Registrar of Companies' records, fulfilling Rule 281 requirements.

2. The Official Liquidator requested permission to pay a professional fee bill of Rs. 1,500 to the Chartered Accountant, which was supported by the Books of Accounts and the Auditor Balance Certificate. The Court, after considering the report and the Chartered Accountant's findings, agreed that no further winding-up actions were necessary, and the Official Liquidator should be discharged from their duties.

3. The Court ordered the dissolution of the company, M/s. Geeta Fabrics Ltd., under section 481 of the Companies Act, 1956. The Official Liquidator was relieved of their duties, and the ex-directors were directed to provide an undertaking for future liabilities. The Official Liquidator was authorized to pay the professional fee bill and transfer the remaining funds to the Company Paid Staff Salary Reserve Fund Account for Central Government fees under Rule 291 of the Companies (Court) Rules, 1959. The report was disposed of accordingly.

This judgment highlights the process of dissolution of a company in liquidation, the role of the Official Liquidator, certification by the Chartered Accountant, and the Court's decision to discharge the Liquidator and order the company's dissolution based on the lack of remaining assets.

---