Dissolution of a company in liquidation is warranted when no assets remain and the statutory winding-up process is complete.

Where a company in liquidation has no realizable assets or funds and continuation of winding-up proceedings is impracticable, dissolution under Section 481 of the Companies Act, 1956 is justified if the statutory process has been completed and no objections are received. The record showed notice to concerned authorities, filing of accounts, and absence of any objection, so the Gujarat High Court held it just and reasonable to bring the liquidation to an end by ordering dissolution and discharging the Official Liquidator.

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Issues: Whether the company in liquidation deserved to be dissolved under Section 481 of the Companies Act, 1956 in view of the absence of assets and funds.

Analysis: The report showed that the company had no realizable assets or funds with the Official Liquidator and that further winding up proceedings could not be carried forward for want of money and assets. The record also showed compliance with the statutory process, including notice to concerned authorities and filing of accounts, with no objections received. In these circumstances, the Court found it just and reasonable to bring the liquidation proceedings to an end by ordering dissolution.

Conclusion: The company in liquidation was ordered to be dissolved under Section 481 of the Companies Act, 1956 and the Official Liquidator was discharged.

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