Re-M/S Agile Corporate Solutions Pvt Ltd & ORS v. ...

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IN THE HIGH COURT OF DELHI AT NEW DELHI

+ RE-M/S AGILE CORPORATE SOLUTIONS PVT LTD & ORS ..... Petitioners Through: Mr. Satish Kumar Tripathi, Advocate for the petitioners Mr. Deepak Mehrotra, Ex-Director in person Mr. Kanwal Chaudhary, Advocate for the OL

CORAM:

HON'BLE MR. JUSTICE RAJIV SHAKDHER

O R D E R

% 28.03.2016 CA 897/2015 (for dissolution of the company) 1.

This is an application filed by the Official Liquidator (OL) under Section 481 of the Companies Act, 1956 read with Rule 9 of the Companies (Court) Rules, 1959 for dissolution of Agile Corporate Solutions (P) Ltd. [in short, the company (in liquidation)].

2.

To be noted, the OL attached to this court was appointed as the provisional liquidator vide order dated 20.03.2013. The O.L. was thereafter appointed as the liquidator of the company (in provisional liquidation) vide order dated 10.11.2014.

3.

Mr. Chaudhary, who has moved this application, on behalf of the OL says that interaction with one of the ex-Directors, that is, Mr. Deepak Mehrotra has revealed that the company (in liquidation) has no assets. 3.1 As a matter of fact, according to Mr. Chaudhary, the ex-Director, Mr. Deepak Mehrotra was not able to provide access to the books of accounts

and records of the company (in liquidation) as the same were no longer in his possession.

3.2 The other ex-Director, according to Mr. Deepak Mehrotra, is Mr. Manoj Kumar.

Mr. Chaudhary further submits that apart from the petitioning creditor i.e. M/s. Rathi TMT Saria Pvt. Ltd., there appears to be no other creditor of the company (in liquidation). 3.3 Mr. Chaudhary also refers me to the statement of Mr. Deepak Mehrotra recorded under Rule 130, which is appended to OLR 469/2013. 3.4 A bare perusal of the statement bears out the fact that there were two ex-Directors in the respondent company i.e., Mr. Deepak Mehrotra and Mr. Manoj Kumar.

3.5 Upon having queried Mr. Deepak Mehrotra, who is present in court as regards the whereabouts of the other Ex-Director, he says that Mr. Manoj Kumar was actually a peon in his office, who was, inducted as a Director only to fulfil legal requirement of having at least two Directors on the board of the company (in liquidation).

Furthermore, Mr. Deepak Mehrotra informed me that he is not aware of the whereabouts of Mr. Manoj Kumar. 3.6 Mr. Deepak Mehrotra also informs me that the company (in liquidation) was in the business of car finance and insurance, which because of downturn in business was brought to an end without taking recourse to legal provisions.

3.7 Mr. Deepak Mehrotra says that as on date, the company (in liquidation) has no assets.

3.8 It is further submitted by Mr. Deepak Mehrotra that the registered office of the company (in liquidation) was maintained in a rented premises.

3.9 Mr.

Deepak Mehrotra further submits that the company (in liquidation) has no debtors or creditors save and except the petitioning creditor i.e. Rathi TMT Saria Pvt. Ltd.

4.

Largely the stand taken by Mr. Deepak Mehrotra before me today is also reflected in the statement recorded under Rule 130. The said statement is indicative of the fact that no balance sheet was drawn up by the company (in liquidation) after 2008.

4.1 Mr. Chaudhary, the learned counsel for the O.L., having regard to the aforesaid says that as a matter of fact if, the present proceedings are continued against the company (in liquidation), the O.L. will end up spending money out of the Common Pool Fund. The learned counsel has drawn my attention to paragraph 13 of the aforementioned application which shows that as on 28.02.2015, the O.L. has spent a sum of Rs.843/- out of the Common Pool Fund.

4.2 Mr. Chaudhary thus, submits, that therefore, it is a fit case where this court should allow dissolution of the company (in liquidation) and dispose of, the Company Crl. Application No.11/2013 by imposing a fine on the exDirectors. For this purpose, my attention has been drawn by Mr. Chaudhary to prayer clauses (i) and (ii).

4.3 Mr. Chaudhary further states that audit of half yearly / annual accounts of the company (in liquidation) be also dispensed with and further, the O.L. be permitted to close the accounts of the company (in liquidation) with a qualification that the O.L. is unable to recover a sum of Rs.843/-; an amount which was spent on behalf of the company (in liquidation). 4.4 In support of his contention, Mr. Chaudhary relies upon the judgment

of the Supreme Court in the case of Meghal Homes (P) Ltd. Vs. Shree Niwas Girni K.K. Samiti & Ors., (2007) 7 SCC 753, the relevant extract from the said judgment has been set out in paragraph 14 of the application. For the sake of convenience, the same is noted hereafter : "...when the affairs of the Company had been completely wound up or the court finds that the Official Liquidator cannot proceed with the winding up of the Company for want of funds or for any other reason, the court can make an order dissolving the Company from the date of that order. This puts an end to the winding up process.."

5.

Having regard to the overall circumstances, which is that the company (in liquidation) has no debtors and given the fact that there are no assets from which recovery can be made to pay monies due to the petitioning creditor, which presently appears to be the only creditor of the company (in liquidation), I am inclined to allow the application in terms of prayer clause (i) to (iii).

5.1 In so far as prayer clause (iv) is concerned, Mr. Chaudhary says that this refers to CA 851/2015 which the O.L. does not wish to press any further. The said statement is taken on record. The relief sought in prayer clause (iv) is also disposed of, accordingly. 5.2 Consequently, the order passed will be filed by the O.L. with the ROC within thirty days from today, in accordance, with the extant provisions of law.

5.3 The captioned application is, disposed of in the aforementioned terms. CA 375/2013, 1797/2013, 1498/2014 and 851/2015 6.

In view of the order passed today in CA 897/2015, Mr. Chaudhary

says that the captioned applications have been rendered infructuous. The said statement is taken on record.

7.

The captioned applications are, accordingly, disposed of. CP 112/2012 8.

The captioned petition is disposed of, in terms of order passed today in CA 897/2015.

RAJIV SHAKDHER, J MARCH 28, 2016 Yg