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In The Matter Of M/S Eden & Co.Pvt. Ltd.,Aligarh - COMPANY PETITION No. 21 of 1996  RD-AH 15371 (5 September 2006)
Company Petition No. 21 of 1996
In the matter of
M/S. Eden & Company(P) Ltd. Aligarh
Balraj Kumar Vadra ... Petitioner.
Hon. Sunil Ambwani, J.
The company was wound up on 26.8.1998. The Statement of Affairs was filed on 10.12.2003. Sri S.K. Saxena, Official Liquidator, present in Court, submits that he has carried out advertisement inviting claims under the Companies (Court ) Rules, 1959. He has, however, not received any claim from any person against the company.
In the circumstances, the claims for distribution of residual assets between all the nine share holders were accepted providing that the The assets shall be distributed between the share holders ( as there are no other claimants) in accordance with the Scheme.
In the proceedings on the application filed by the share holders/members of he company ( in Liquidation), the Official Liquidator has carried out the advertisement and has verified that the company has no liabilities. The company only owns and possesses the immovable property situate at Dubey Ka Parao, Ramghat Road, Aligarh, which is also the registered office of the Company. The nine share holders given in para 2 of the claim application have agreed to distribute the property amongst themselves, towards which they have also filed affidavit recording their agreement to claim. Ordinarily in the circumstances the Court would have stayed the winding up under Section 466 of the Companies Act. However, since the promoters, shareholders do not desire to run the company and
have prayed for dissolution under Section 481 of the Companies Act, 1956 which provides that when the affairs of a company have been completely wound up or when the Court is of the opinion that the liquidator cannot proceed with the winding up of a company for want of funds and assets or for any other reason whatsoever and it is just and reasonable to the circumstances of the case an order or dissolution of the company should be made, the Court shall make an order that the company be dissolved from the date of the order, and the company shall be dissolved accordingly.
Taking into consideration the facts and circumstances of the case that the company was wound up on 26.8.1998 and that the Ex Directors have disclosed the entire assets under the law, and that there are no liabilities except the expenses in respect of advertisement by the Official Liquidator, the Ex Directors/proprietors/members have made out a case for an order of dissolution of the company. The Ex Directors shall pay the advertisement cots within two weeks of intimation by Official Liquidator.
The company is accordingly dissolved under Section 481 of the Companies Act, 1956. A copy of the order shall be given to the Official Liquidator within a week which shall be sent to the Registrar of Companaies within thirty days of this order as provided in sub section (2) of Section 481 of the Companies Act, 1956. The matter is accordingly disposed of.
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