M/S Ifci Limited vs. M/S Rajdhiraj Industries LTD.

Held

The Court allowed the Official Liquidator's report (OLR No.10/2023). Regarding the first issue, the Court permitted the Official Liquidator to transfer the dividend amount of the admitted secured claim to the ex-workmen's bank accounts via ECS mode. Furthermore, the requirement for publishing an "Advertisement as to declaration of Dividend" was dispensed with, and the OL was authorized to issue the "Notice of Dividend" directly to the ex-workmen through speed post. For the second issue, the Court approved the appointment of M/s Swapnil Jain and Company as the Auditor for the final audit of the company's accounts, and the professional fee of Rs. 20,000/- was ordered to be paid from the available funds of the company. The Court also directed the OL to publish in the Economic Times and Dainik Bhaskar inviting objections from stakeholders regarding the proposed dissolution of the company within 15 days of publication, as the company's affairs appeared to be completely wound up. The petition was disposed of with these directions.

Facts

This matter concerns a Company Petition filed by M/s IFCI Limited, seeking directions from the High Court. The Official Liquidator (OL) filed a report (OLR No.10/2023) seeking permission to declare and disburse dividend amongst ex-workmen of a company in provisional liquidation. The claims of two ex-workmen, Shri Narendra Kumar Agrawal and Shri Chandrashekar Thakur, were adjudicated by the claim committee on June 14, 2023, with a secured claim of Rs. 87,021/- accepted as payable under Section 529-A of the Companies Act, 1956. The OL sought permission to disburse 100% dividend, dispense with the requirement of advertisement for dividend declaration, and issue a notice of dividend directly to the ex-workmen. Additionally, the OL requested permission to appoint M/s Swapnil Jain and Company as Chartered Accountants for the audit of final accounts at a professional fee of Rs. 20,000/- plus applicable GST.

Key Issues

1. Whether the Official Liquidator should be permitted to declare and disburse dividend at 100% against the admitted secured claim of Rs. 87,021/- to the ex-workmen through ECS mode, and whether the requirement of "Advertisement as to declaration of Dividend" in Form No. 137 under Rule 276 of the Companies (Court) Rules, 1959, can be dispensed with, allowing "Notice of Dividend" in Form No. 138 to be issued directly to the ex-workmen by speed post? The petitioner (IFCI Limited, through the OL) argued for these dispensations to facilitate the disbursement process. The respondent (M/s Rajdhiraj Industries Ltd.) did not present any arguments on this point as it was represented by the Official Liquidator. 2. Whether M/s Swapnil Jain and Company should be appointed as Auditor for the audit of final accounts of the company (in liquidation) on a professional fee of Rs. 20,000/- (plus applicable GST) to be paid from the company's funds? The petitioner (through the OL) contended for this appointment and fee structure. The respondent did not present arguments on this issue.