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of <h1>M/s. Arya Silk Mills Pvt Ltd dissolved under Companies Act, 1956 - Official Liquidator discharged and duties relieved.</h1> <h3>OL OF M/s ARYA SILK MILLS PVT. LTD. (IN LIQN) Versus NA</h3> The court accepted the Official Liquidator's report and dissolved M/s. Arya Silk Mills Pvt Ltd. (In Liquidation) under Section 481 of the Companies Act, ... Seeking dissolution of the company - Section 481 of the Companies Act, 1956 - HELD THAT:- The Official Liquidator, relying upon the auditor's certificate dated 22.02.2022 submitted that no balance is available in the Bank Account of the Company. Moreover, no assets of the Company in liquidation are available. It was submitted that the report may be accepted and appropriate order of dissolution of the Company in liquidation may be passed as prayed for. Considering the ratio laid down by the Apex Court in the case of Meghal Homes Pvt. Ltd. [2007 (8) TMI 447 - SUPREME COURT], the report deserves to be accepted. The Company, named, M/s. Arya Silk Mills Pvt. Ltd. (In Liquidation) is hereby dissolved under Section 481 of the Act and the Official Liquidator attached to this Court stands discharged and is relieved as liquidator of M/s. M/s. Arya Silk Mills Pvt. Ltd.(In Liquidation) - the official liquidator is also permitted to make payment towards professional fees of Rs.1,500/- to M/s. Naimish N. Shah & Co., Chartered Accountants towards preparation of Auditor’s Certificate from the Common Pool Account maintained by the Office of the Official Liquidator. The report is allowed. Issues Involved:1. Dissolution of the company under Section 481 of the Companies Act, 1956.2. Transfer and possession of company assets.3. Compliance with court orders and handling of company records.4. Financial status and liabilities of the company.5. Official Liquidator's actions and compliance with statutory requirements.Detailed Analysis:1. Dissolution of the Company Under Section 481 of the Companies Act, 1956:The Official Liquidator prayed for the dissolution of M/s. Arya Silk Mills Pvt Ltd. (In Liquidation) under Section 481 of the Companies Act, 1956. The court noted that the liquidation proceedings could not proceed further due to the absence of relevant information and records. The Official Liquidator reported that the company had no funds or assets, as certified by the auditor. Hence, the court ordered the dissolution of the company, stating, 'The Company, named, M/s. Arya Silk Mills Pvt. Ltd. (In Liquidation) is hereby dissolved under Section 481 of the Act.'2. Transfer and Possession of Company Assets:The Official Liquidator made several attempts to take possession of the company's assets. The ex-directors and voluntary liquidator were uncooperative, failing to hand over the assets and records. The premises at 228, Trade Centre, Surat, was locked, and the Official Liquidator took constructive possession by applying new locks. The report also mentioned that the shop at S-547,548, J.J, Air-Conditioned Textile Market, Surat, was occupied by Shri B.K. Agrawal, who claimed ownership through his sons. The Official Liquidator's representatives found that the company had no right, title, or interest in these properties.3. Compliance with Court Orders and Handling of Company Records:The ex-director, Shri Shailendra K. Agrawal, neglected and purposefully avoided handing over the Books of Accounts and records of the company despite repeated requests. The court noted, 'Shri Shailendra K. Agrawal, the ex-director and earlier Voluntary Liquidator of the company, in whose possession and control the Books of Accounts and all other records of the company are, is neglecting and purposefully avoiding to handover Books of Accounts of the company.' The court directed him to deliver all records to the Official Liquidator.4. Financial Status and Liabilities of the Company:The Official Liquidator reported that the company's fund position was NIL as of 22.02.2022, certified by M/s. Naimish N. Shah & Co., Chartered Accountants. The Registrar of Companies provided a No Objection Certificate (NOC) for the dissolution, stating that any subsequent liabilities should be borne by the company's directors. The Income-Tax Department did not respond to the NOC requests. The court acknowledged the lack of funds and assets, referencing the Supreme Court's judgment in Meghal Homes Pvt. Ltd. Vs. Shree Niwas Girni K.K. Samiti.5. Official Liquidator's Actions and Compliance with Statutory Requirements:The Official Liquidator complied with the court's orders, including sending prior intimation letters for the company's dissolution to relevant authorities and stakeholders. The court permitted the Official Liquidator to make a payment of Rs. 1,500/- towards professional fees to M/s. Naimish N. Shah & Co. The court also allowed for the possibility of reviewing the dissolution order under Section 559 of the Companies Act, 1956, in case of any difficulty.Conclusion:The court accepted the Official Liquidator's report and dissolved M/s. Arya Silk Mills Pvt Ltd. (In Liquidation) under Section 481 of the Companies Act, 1956. The Official Liquidator was discharged and relieved of duties. The court ensured that all statutory requirements were met and provided provisions for reviewing the order if necessary.
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