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2018 (8) TMI 1536 - Tri - Companies LawWinding-up petition - Held that:- In the present case it is an accepted position that the Respondent Company has not engaged in the business and also there is a dead lock situation in the Management and further the Company had sold its all assets and also not having any liabilities upon it, hence, in consideration of all the facts and circumstances of this case hereby we record our satisfaction that the prayer by the Petitioner to wound-up the Respondent Company is on just and equitable ground to order the Winding-up of the Respondent Company. We are of the conscientious view that this Petition deserves to be Allowed. Although, U/s. 275 of the Companies Act, 2013 provides that for Winding-up of a Company by the Tribunal, at the time of passing of the Order of Winding-up; the Tribunal shall appoint an Official Liquidator. It has also been inserted in the S. 275(2) the Tribunal can also appoint Insolvency Professional registered under the Insolvency and Bankruptcy Code, 2016. However, U/s. 275(5) a jurisdiction is prescribed that the terms and conditions of appointment of the Provisional Liquidator or Company Liquidator or the fees payable to him shall be fixed on the basis of the task required to perform. Exercising the discretion, we are of the view that it is a fit case that no terms be pronounced for the appointment of Provisional/Official Liquidator. In this case there is no specific task to be performed by the Liquidator because the record of the case as well as the Order of CLB have specifically declared that no Assets or Liabilities are available with the Company which can thus be liquidated easily. Therefore, on just and equitable ground it is also purposeful not to appoint any liquidator. Instead the Petitioner shall furnish the relevant data before the RoC and the RoC shall examine the latest position of the Company. If in the Balance Sheet some changes are recorded, he shall intimate this Bench for requisite directions within 30 Days on receipt of this Order, otherwise the RoC shall dissolve the Respondent Company by Winding-up from its records. After giving the direction on the issue of Assets and Liabilities of the Respondent Company, one more direction is yet to be passed, hence, directions now issued U/s. 274 of the Act that the RoC shall also take due cognizance of the proceedings, if any pending and shall expedite for closure of those proceedings and in case an Order is required by this Bench, can revert back accordingly. Otherwise if satisfied, finalise the process of Winding-up.
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