2022 (7) TMI 102 - Tri - Companies Law

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 ... Seeking winding up the Respondent Company - Section 271 (c), (d) and 272(3) of the Companies Act, 2013 - HELD THAT:- The Respondent Company in Liquidation incorporated on 24.01.2011 does not have any commercial operation after 2012. The last Balance Sheet was filed on 31-03-2012 and thereafter there was no operation and the company has not filed any Balance Sheet. Paid up share capital of the Respondent Company in liquidation was only Rs. 1,00,000.00 and the Balance Sheet filed as on 31.03.2012 suggests that there is a loss of Rs. 9,726.00. Practically the company was in operation only for a year or so and there is no asset to liquidate belonging to the company. The liquidation value of the company is NIL. The Official Liquidator has sent winding up order to the Company but the letter was returned undelivered with a postal remark “Left”. His representative had also visited the Registered Office of the Company at Paltan Bazar, Guwahati for physical verification and taking possession of the assets of the company. But, it was found that the company had closed the office long back. Hence, he could not find anything in the office. There is no realizable value of the Respondent Company in Liquidation to recover. There would be no useful purpose to continue with the process of liquidation of the Respondent Company in Liquidation under the provisions of Companies Act, 2013. No one has come forward against the winding up of the Company. Hence, the process under the provisions of Section 302(2) of the Companies Act, 2013 is deemed to have been completed and thus it is just, proper and reasonable in the circumstances of the case for the Tribunal to dissolve the company. The Tribunal in exercise of powers conferred under Sub Section (2) of Section 302 of the Companies Act, 2013, the Company in Liquidation i.e., “M/s. Saradha Griha Developers Private Limited” is ordered to be dissolved with effect from the date of this Order i.e. 21.06.2022 - Application allowed. 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.