M/S Elecimport India Private ... vs ---
2012 Latest Caselaw 5414 Del

$~24
*    IN THE HIGH COURT OF DELHI AT NEW DELHI

%                                Date of Judgment:11.9.2012

+                        C.P. No.418/2012


IN THE MATTER OF :

M/S ELECIMPORT INDIA PRIVATE LIMITED

      Through:    Mr.Mayank Goel, Advocate for the Official
                  Liquidator

      CORAM:
      HON'BLE MS. JUSTICE INDERMEET KAUR

INDERMEET KAUR, J. (Oral)

1 The Official Liquidator seeks a winding up and a dissolution of

the Company M/s Elecimport India Pvt. Ltd. (hereinafter referred to as

the Company) under Section 497(6) of the Companies Act, 1956.

2 The Company was incorporated on 10.02.2006 with an authorized

share capital of Rs.5,00,000/- divided into Rs.50,000/- equity share of

Rs.10/- each. Paid up capital of the Company as per balance sheet as on

31.3.2009 is Rs.1,00,000/- divided into 10000 equity shares of Rs.10/-

each. The Company is having its registered office at 190, SFS Flats,

Hauz Khas, New Delhi. The Company was carrying on the business of

rendering services pertaining to facilitation of procurement of electrical

products from India and raw material, liaisoning and contacting agent

between customers or purchasers and Indian supplier in order to

facilitate the sourcing of electrical products including raw materials for

manufacture of electrical products. As per clause of the memorandum

of association and articles of association of the Company the following

were the promoters, directors and subscribers in respect of following

number of shares:

S. No.            Name          AS              Address    No.               of
                                                           Equity
                                                           Shares
1                 Elecimpport   Body            46 Rue de 9999
                  SA            Corporate       Lausanne,
                                through     its 11110
                                representative Morges
                                Mr.Andrew
                                Whitlow 29A
                                Ch de L'
                                Ochettaz
                                Switzerland
                                Accountant
2                 Mr.Andrew     As a nominee 29A Ch de 1
                  Whilow        of Elecimport L' Ochettaz
                                SA 46 RUE 1025,         St
                                de Lausanne, Sulpice,
                                1110 Morges, Switzerland
                                Switerland



 3         Resolution for voluntary winding up of the Company was

passed by its members on 10.7.2000. At that time it was a wholly owned

subsidiary of Elecimport SA. 46 Rue De Lausanne, 1110 Morges,

Switzerland holding shares through its representative Mr.Andrew

Whitlow R/o 29A Ch de L" Ochettaz Switzerland. The following were

the shareholders since incorporation:

S.No.              Foli NO.             Name         and No. of Share
                                        Address
1.                 001                  Elecimpport SA No. of Share
                                        46 Rue De
                                        Lausanne, 1110
                                        Morges,
                                        Switzerland

                                        Shareholders
                                        A)      Andrew
                                        Whitlow 29 A
                                        Ch     De     L'
                                        Ochettaz
                                        Switzerland
                                        B) Eden
                                        Investment SA
                   Total                                 10000

4         Mr.Andrew Whitlow and Mr. Kevin Alan Davi Barnett were

the directors of the company. The financial position of the company as

disclosed in the audited balance sheet as on 30.4.2007, 31.3.2008 and

31.3.2009 was Rs.12,80,384/-, Rs.1373171/- and Rs.985960/-

respectively.

5 Pursuant to the provisions of Sections 484(1) and 488 of the

Companies Act an extra ordinary general meeting of the members of the

Company was held on 07.4.2010 at the registered office of the Company

and a special resolution was passed in accordance with the provisions of

Section 490(1)(b) of the Companies Act; M/s Antima & Goel , Charted

Accounts was appointed as liquidator of the company; declaration of

solvency was executed by Mr. Andrew Whilow and Mr. Kevin Alan

Davi Barneet and approved by the Board of Directors of the company in

their meeting held on 05.3.2010 and the same was filed with the office

of the Registrar of Companied (ROC) in Form 149.

6 Voluntary Liquidator had given a notice of his appointment

under Rule 315 of the Companies Act in the newspapers namely

"Statesman" and "Business Standard" on 08.4.2010 and in official

Gazette on 15.5.2010. Requisite filed Form No.152 was filed before the

ROC.

7 In compliance of provisions of Section 485(1) of the

Companies Act the Liquidator had published a notification in the

newspapers namely "Statesman" and "Business Standard" on 08.4.2010

respectively in respect to extra ordinary general meeting held on

07.4.2010; the said notification was published in the official Gazette on

15.4.2010. In compliance of provisions of Section 497(1) of the

Companies Act the Liquidator has also published the required

notification in newspapers "Statesman" in English and "Company

Samachar" in Hindi on 02.2.2011 respectively for final meeting on

25.4.2011. Pursuant to the provisions of Section 497 of the Companies

Act the annual general meeting was held on 25.4.2011 and the

Liquidator has filed accounts of the company in Form No.156 and 157

under Rule 329 & 331 of the Company (Court) Rules for the period

07.4.2010 to 30.10.2010 before the ROC and the Official Liquidator.

Details of statement of account of winding up showing the manner of

winding up and disposing of the property of the company in Form

No.156 of the Companies (Court) Rules have been given in para 13 of

the petition. Voluntary Liquidator has furnished a certificate issued by

the Income Tax Department confirming that no demand is pending

against the said assesee (page no.86 of paper book). The directors of the

Company Mr. Andrew Whitlow and Mr.Keven Alan and the Voluntary

Liquidator Mr.Ravi Bhushan Goel have also filed an affidavit dated

22.4.2011 and 07.02.2012 respectively declaring that no outstanding

dues to any government department against the company and any of its

directors before any court of law are there. Form 149-300310, Form

152-230410, Form 23-030510, Form 156 06-5-2011,

Form 157 18-6-011 have been filed by the Liquidator with the ROC

(photocopy of acknowledgment thereof is at page 90 of the paper book).

The directors of the company Mr. Andrew Whitlow and Mr.Kevin Alan

and the Voluntary Liquidator have also filed an indemnity bond

(photocopy thereof is at page 91 of the paper book) declaring that if any

dues, claims or demand arises is/are found against the company of

whatsoever natures, arising directly or indirectly, whether by way of any

legal proceedings or otherwise which may be brought against which the

company shall be lawfully bound to pay to any government authorities

or any person. Upon scrutiny of the record submitted by the voluntary

Liquidator, the Official Liquidator is satisfied that the affairs of the

company have not been conducted in any manner prejudicial to the

interest of its members.

8 In view of the aforesaid narration as also the submission of the

official liquidator, the present prayer made is allowed. The Company is

wound up and hereinafter dissolved from the date of filing of this

petition. Registry is directed to send a copy of this order to ROC.

Petition is disposed of in the above terms.

INDERMEET KAUR, J SEPTEMBER 11, 2012 nandan