Winding up of Saradha Griha Developers Pvt. Ltd. due to non-compliance and lack of assets

The Tribunal ordered the winding up and subsequent dissolution of Saradha Griha Developers Pvt. Ltd. due to its failure to comply with statutory requirements, lack of commercial operations, and absence of realizable assets. The Official Liquidator's efforts to locate assets and obtain cooperation from the company's directors were unsuccessful, leading to the conclusion that dissolving the company was in the best interest of justice and efficiency.

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Issues Involved:
1. Winding up of the Respondent Company under Section 271(c) and (d) of the Companies Act, 2013.
2. Appointment and actions of the Official Liquidator.
3. Dissolution of the Respondent Company under Section 302(2) of the Companies Act, 2013.

Issue-Wise Detailed Analysis:

1. Winding up of the Respondent Company under Section 271(c) and (d) of the Companies Act, 2013:

The Tribunal considered the petition filed by the ROC, Guwahati, seeking the winding up of Saradha Griha Developers Pvt. Ltd. under Section 271(c) and (d) of the Companies Act, 2013. The petition was supported by the Ministry of Corporate Affairs and the Regional Director, North Eastern Region. The Tribunal noted that the company had defaulted in filing its financial statements and annual returns for the preceding five consecutive financial years and had not filed its Income Tax return since 31st March 2012. Additionally, the company was not functioning for more than five subsequent financial years, and the affairs of the other group companies were reportedly carried out fraudulently as per the SFIO report. The Tribunal observed that the company did not respond to the intimation of default sent by the Registrar of Companies and that notices sent to the company were returned unserved. Given these circumstances, the Tribunal concluded that the company had conducted its affairs fraudulently and had defaulted in statutory filings, making it proper to wind up the company in the interest of justice.

2. Appointment and actions of the Official Liquidator:

The Tribunal appointed the Official Liquidator attached to the Hon'ble High Court, Guwahati, as the Liquidator for winding up the company. The Liquidator was directed to take possession of the assets and properties of the company and submit progress reports every quarter. The Liquidator reported that the company had no commercial operations after 2012, and its last Balance Sheet filed on 31.03.2012 showed minimal assets and liabilities. The Liquidator's attempts to locate any assets or obtain cooperation from the company's directors were unsuccessful. The registered office of the company was found closed, and no assets were found during physical verification. Letters sent to the Chief Secretaries of West Bengal and Assam and the Financial Intelligence Unit for asset information yielded no results. The Liquidator also confirmed that the company had not taken any public deposits or loans from banks or financial institutions and had no charges registered against it.

3. Dissolution of the Respondent Company under Section 302(2) of the Companies Act, 2013:

Considering the Liquidator's report and the lack of any realizable assets or cooperation from the company's directors, the Tribunal deemed it just and reasonable to dissolve the company. The Tribunal observed that the company was not involved in any business activities affecting public interest and that continuing the liquidation process would serve no useful purpose. Consequently, the Tribunal exercised its powers under Section 302(2) of the Companies Act, 2013, and ordered the dissolution of Saradha Griha Developers Pvt. Ltd. effective from the date of the order, 21.06.2022. The Registry was directed to forward a copy of the order to the Registrar of Companies, NER, Guwahati, to record the dissolution in the company's register.

Conclusion:

The Tribunal ordered the winding up and subsequent dissolution of Saradha Griha Developers Pvt. Ltd. due to its failure to comply with statutory requirements, lack of commercial operations, and absence of realizable assets. The Official Liquidator's efforts to locate assets and obtain cooperation from the company's directors were unsuccessful, leading to the conclusion that dissolving the company was in the best interest of justice and efficiency.

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