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Madras High CourtCOMP.A/470/2024allowed

The Official Liquidator v. Nil

2024-11-29Honourable Mr Justice Abdul Quddhose5 pages

ABDUL QUDDHOSE, J.

This application has been filed by the Official Liquidator under Section 497(6) of the Companies Act, 1956 seeking for dissolution of M/s.Yennarkay Safety Matches Pvt. Limited(in voluntary liquidation).

2. A detailed report, dated 12.11.2024 has been filed by the learned Official Liquidator with supporting documents in support of this company application.

3. M/s.Yennarkay Safety Matches Pvt. Limited went into Members Voluntary winding up pursuant to the special resolution passed by its Members on 20.06.2016 and Mrs.N.Vidya was appointed as Voluntary Liquidator.

4. Thereafter the Voluntary Liquidator has reported to the Official Liquidator that the affairs of the Company under Liquidation has been fully wound up and the final meeting was held on 30.11.2023 as required under Section 497(1) & (2) of the Companies Act, 1956.

5. According to the Voluntary Liquidator appointed through the special resolution passed by the Members on 20.06.2016, she has stated that final accounts were placed in the said final meeting. On receipt of the accounts and other records mentioned in sub-section 3 of Section 497 of the Companies Act,

1956, the Official Liquidator has scrutinized the books of accounts and records of the Company under Liquidation in terms of Section 497(6) of the Companies Act, 1956. Thereafter, she submitted a report before this Court which has been filed as Annexure - II to the latest Official Liquidator's report, dated 12.11.2024 which has been filed in support of this application.

6. The resolution passed at the meeting of the Board of Directors of the Company held on 31.05.2016, whereby sanction was accorded for voluntary winding up of the affairs of the company in accordance with the provisions of Section 484 of the Companies Act 1956; the Copy of the declaration of solvency, dated 31.05.2016 and MGT 14 in compliance with Section 484 of the Companies Act, 1956 have been marked as Annexure - III to the Official Liquidator's report, dated 12.11.2024.

7. The Form No.152 filed by the Voluntary Liquidator N. Vidya in Form No.GNL - 2 with ROC TN, Chennai on 30.07.2016 has been enclosed as Annexure - IV along with the Official Liquidator's report, dated 12.11.2024.

8. The copy of the Official Gazette and paper publications effected by the Official Liquidator are attached collectively and marked as Annexure - V in the Official Liquidator's report, dated 12.11.2024.

9. The final notice in the Official Gazette on 01.11.2023 published in

Dinamani (Tamil) and The New Indian Express (English) as required under Section 497(2) (b) of the Companies Act, 1956 have been marked as AnnexureVI along with the Official Liquidator's report.

10. The copy of Form No.156 and Form No.157 pertaining to the realisation of the amounts by the Official Liquidator from the Company under Liquidation and the disbursements made have been marked as Annexure - VII along with the Official Liquidator's report dated 12.11.2024.

11. The copy of the e-filing portal, dated 19.12.2023 which discloses that there is no income tax liability for the Company under Liquidation has been marked as Annexure - VIII along with the Official Liquidator's report dated 12.11.2024.

12. No objection letter received from the Registrar of Companies, dated 25.10.2024 for the dissolution of the Company under Liquidation has been marked as Annexure - IX along with the Official Liquidator's report dated 12.11.2024.

13. The Official Liquidator, based on the annexures referred to supra, has categorically stated that the requirements of Section 497(1)(b) of the Companies Act, 1956 has been fully satisfied and that the scrutiny of books of accounts and records of the Company under Liquidation did not reveal any instance which would lead to a conclusion that the affairs of the company were being conducted

against the interest of its Members or public interest.

14. This Court is satisfied with the report of the Official Liquidator and the requirements of Section 497(6) of the Companies Act, 1956 for dissolution of the Company viz., M/s.Yennarkay Safety Matches Private Limited (Voluntary Liquidation) has been satisfied.

15. For the foregoing reasons, this application has to be allowed as prayed for. Accordingly, Comp. A. No.470 of 2024 filed by the Official Liquidator under Section 496(6) of the Companies Act, 1956 is allowed as prayed for.

29.11.2024 vsi2

ABDUL QUDDHOSE, J.

vsi2 29.11.2024