Case Note & Summary
The applicant, M/s. Plyworth Marketing India Pvt. Ltd. (under liquidation), filed Company Application No.32/2019 in O.L.R. No.9/2017 before the High Court of Karnataka at Bengaluru. The company had been ordered to be dissolved voluntarily by order dated 17.01.2018 in O.L.R. No.9/2017. However, while filing E-Form INC-28 with the Registrar of Companies to notify the dissolution, wrong particulars were inadvertently entered, causing the company's status to remain 'under liquidation' instead of 'dissolved'. To rectify this, the applicant filed a revised E-Form INC-28 on 12.02.2018 (SRN No.G76358126), but there was a delay of 406 days in filing the revised form. The applicant sought condonation of this delay and approval of the revised form. The Official Liquidator had no objection to the application. The court, exercising its powers under Sections 637B, 446(2), and 481 of the Companies Act, 1956 read with relevant rules and Section 151 of the Code of Civil Procedure, 1908, condoned the delay and directed the Registrar of Companies to accept the revised E-Form INC-28 and update the company's status to 'dissolved'. The application was allowed accordingly.
Headnote
A) Company Law - Voluntary Dissolution - Condonation of Delay - Sections 637B, 446(2), 481 of Companies Act, 1956 - Applicant sought condonation of 406 days delay in filing revised E-Form INC-28 to correct company status from 'under liquidation' to 'dissolved' - Court held that the delay was due to inadvertent error and condoned the delay, directing the Registrar of Companies to accept the revised form and update the status accordingly (Paras 1-4).
Issue of Consideration
Whether the delay of 406 days in filing the revised E-Form INC-28 with correct particulars should be condoned and the form approved to reflect the company's dissolved status.
Final Decision
The court condoned the delay of 406 days in filing the revised E-Form INC-28 and directed the Registrar of Companies to accept the revised form and update the company's status to 'dissolved'. The application was allowed.
Law Points
- Condonation of delay
- voluntary dissolution
- correction of company status
- E-Form INC-28
- inherent powers of court
Case Details
2020 LawText (KAR) (07) 250
Company Application No.32/2019 in O.L.R. No.9/2017
K.A. Prakash (for applicant), Shrishail Navalagund (for Official Liquidator)
M/s. Plyworth Marketing India Pvt. Ltd. (Under Liquidation)
The Official Liquidator, The Registrar of Companies
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Nature of Litigation
Company application seeking condonation of delay in filing revised E-Form INC-28 and approval of the form to correct company status.
Remedy Sought
Condonation of 406 days delay in filing revised E-Form INC-28 and approval of the form to reflect company as 'dissolved'.
Filing Reason
Inadvertent error in filing initial E-Form INC-28 with wrong particulars, causing company status to remain 'under liquidation' instead of 'dissolved'.
Previous Decisions
Company was ordered to be dissolved voluntarily by order dated 17.01.2018 in O.L.R. No.9/2017.
Issues
Whether the delay of 406 days in filing the revised E-Form INC-28 should be condoned.
Whether the revised E-Form INC-28 should be approved to correct the company's status.
Submissions/Arguments
Applicant submitted that the company was dissolved voluntarily on 17.01.2018, but due to wrong particulars in initial E-Form INC-28, status remained 'under liquidation'. Revised form filed on 12.02.2018 with delay of 406 days.
Official Liquidator had no objection to the application.
Ratio Decidendi
The court has inherent powers under Section 151 CPC and Section 637B of the Companies Act to condone delay and permit correction of inadvertent errors in statutory forms to reflect the true legal status of a company, especially when no prejudice is caused to any party.
Judgment Excerpts
The applicant has filed C.A.No.32/2019 stating that the applicant may be permitted to file E-Form INC-28 with correct particulars and the delay in filing the revised Form may be condoned.
It is submitted that the Company was ordered to be dissolved voluntarily as per the order dated 17.01.2018 passed in OLR No.9/2017.
Learned counsel appearing for Official Liquidator submits that the Liquidator is required to bring to the notice of the Registrar of Companies about the dissolution and has no objection for the application being allowed.
Procedural History
The company was ordered to be dissolved voluntarily on 17.01.2018 in O.L.R. No.9/2017. Initial E-Form INC-28 was filed with wrong particulars. Revised E-Form INC-28 was filed on 12.02.2018 with a delay of 406 days. The applicant filed Company Application No.32/2019 seeking condonation of delay and approval of the revised form. The court heard the matter and passed the order on 10.07.2020.
Acts & Sections
- Companies Act, 1956: 637B, 446(2), 481
- Companies (Court) Rules, 1959: 6, 7, 9, 12(a)
- Code of Civil Procedure, 1908: 151
