- (1.) The abovenoted application has been filed by the official liquidator under Section 481 of the Companies Act, 1956 ("the Act", in short), for dissolution of the company, U. P. Roofing Company Limited (hereinafter referred to as "the company in liquidation").
(2.) The relevant facts, in brief, are that the company (in liquidation) was promoted as a joint sector enterprise by the U. P. Small Industries Corporation (UPSIC) and private entrepreneurs in the year 1975. The board of directors of the said company consisted of two nominee directors of the UPSIC, one director of the U.P. Finance Corporation (UPFC) and two directors of the private entrepreneurs. The company failed to run and a winding-tip Petition No. 13 of 1986 was filed in this court by the promoter, UPSIC, for winding up of the company (in liquidation). This petition was allowed on December 7, 1987, by this court and the official liquidator attached to this court was appointed the liquidator. Notices were issued by the liquidator to all the directors of the company (in liquidation) for filing the statement of affairs. However, only one of the nominee directors of the UPSIC, namely, R.K. Kapoor, filed the statement of affairs which too was incomplete. The official liquidator consequently filed Company Application No. 19 of 1992, under Section 454(5) of the Act praying that cognizance for default he taken against the directors of the company (in liquidation) for not filing the statement of affairs. To this application counter-affidavits were filed by Shri R.K. Kapoor, one of the nominee directors of the UPSIC and Sri V.K. Manoocha, who was one of the directors of private entrepreneurs. The UPSIC also filed a separate counter-affidavit. V.K. Manoocha in his counter-affidavit stated that he had resigned from the directorship of the company in the year 1976 and had sent intimation to this effect to the UPSIC as well as the State Bank of India. After receipt of the notice he had conveyed the said fact to the official liquidator. Consequently, it was stated that the said director was not possessed either of any record or assets of the company which was being managed by the UPSIC, Shri R.K. Kapoor and the UPSIC had in their counter-affidavits stated that the affairs of the company were being managed by the private entrepreneurs and the directors of the UPSIC were only nominee directors and were not concerned either with the records or day to day functioning of the company (in liquidation). The statement of affairs which was filed by R.K. Kapoor was on the information available with the UPSIC and they were not able to furnish any other information as the records were not available with them. The office report shows that other directors of the company could not be served as their whereabouts were not known. The other nominee director of the UPSIC, namely, V.K. Chaudhary, had retired from the UPSIC in the year 1991 and the said director also could not be served. This court, however, had directed learned counsel appearing for the UPSIC to get a chartered accountant appointed and to file a statement of affairs after inspecting the records from the office of the Registrar of Companies or the tax authorities. Efforts with regard to the same were made by the UPSIC but the chartered accountant has also failed to get any information as the relevant records were not available to him.
(3.) The official liquidator in his aforesaid application has prayed for the dissolution of the company (in liquidation) on the ground that intimation has been received from the State Bank of India that the UPFC had taken possession of the assets of the company under Section 29 of the State Financial Corporations Act on account of default committed by the company in paying off the UPFC. The entire land, building, plant and machinery of the company had been sold by the UPFC to a third party in the year 1988 and the State Bank of India has filed a suit for recovery of money against the company (in liquidation) after adjusting the money in their account with the bank. The said suit is pending against the company as well as the guarantors. The half-yearly statement of account as on March 31, 1995, prepared by the official liquidator shows that only sums of Rs. 65 and Rs. 189.39 are lying in the bank account of the company (in liquidation) and there is no possibility of realisation of any further amount as the assets of the company have already been sold and the names and addresses of the debtors of the company are not available with the official liquidator or with any of the directors of the company. In view of these facts the official liquidator has prayed that it was not possible to proceed with the winding up proceedings of the company and it was in the interest of justice that the said company be dissolved.;