Delhi High Court
Scandinavian Airlines System ... vs -- on 8 March, 2016
$~43
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.PET. 185/2016
IN THE MATTER OF SCANDINAVIAN AIRLINES
SYSTEM INDIA PRIVATE LTD.(IN VOL.LIQN) ..... Petitioner
Through: Mr. Mayank Goel, Advocate for the OL
CORAM:
HON'BLE MR. JUSTICE RAJIV SHAKDHER
ORDER
% 08.03.2016
1. This is a petition filed on behalf of the Official Liquidator. The prayer
made in the application is as follows :-
"..(i). The petition of the Official Liquidator may kindly be taken
on record.
(ii). The company Scandinavian Airlines System India Pvt. Ltd.
may kindly be ordered to be wound up and finally dissolved from
the date of filing of the present petition..."
2. The broad facts and/or circumstances which have led to the filing of
the petition are as follows :-
2.1 The company in issue (i.e. Scandinavian Airlines System India Private
Ltd.) was incorporated on 14.07.1999.
2.2 At its Board of Directors meeting held on 04.03.2010, a resolution as
passed to convene an Extraordinary General Meeting (EGM) for the
purposes of passing a resolution to wind up the aforementioned company.
The record shows that the EGM was held, as a matter of fact, on the very
same date. Mr. Goel says that the O.L. / petitioner has no objection to the
said aspect of the matter.
2.3 Be that as it may, on 09.03.2010, E Form-62 was filed for appointment
of a liquidator followed by Form 152 which was filed with the Registrar of
Companies, NCT of Delhi and Haryana (in short the ROC). Consequent
thereto, on 10.03.2010, notification was carried out in two newspapers [i.e.
Financial Express (English) and Jansatta (Hindi)] in consonance with Section
516 of the Companies Act, 1956 qua the factum of the convening of the
EGM held on 04.03.2010. On 10.04.2010, the liquidator appointed by the
company also published the factum of the EGM held on 04.03.2010 in the
official gazette. As a necessary corollary on 09.07.2011, notice under
Section 497 in Form 155 with respect to final meeting was published in two
newspapers i.e. Financial Express (English) and Jansatta (Hindi). The final
meeting of the shareholders was held on 08.08.2011.
2.4 The notice referred to above, which was in Form 155, as required
under Section 497 of the Act was published in the official gazette, on
06.08.2011. The statement of account for winding up was filed with the
ROC, in the prescribed form (i.e. Form 156) on 10.08.2011. A return of
final winding up was also filed in Form 157 with ROC on 10.08.2011, on
23.08.2011. A copy of Form 157 was filed with the office of the official
liquidator. I am informed by Mr. Goel that no objection in the form of
communication dated 19.03.2012, was received from the ROC.
2.5 At the EGM held on 08.09.2014, one, Mr. Mukund Anand Thakkar
was appointed as liquidator of the aforementioned company.
2.6 As a result of the aforementioned decision, the appointment of Mr.
Mukund Anand Thakkar as a liquidator of the aforementioned company was
intimated to the ROC in the prescribed form i.e. Form GNL-2.
2.7 The resolution passed at the EGM held on 08.09.2014, with regard to
appointment of Mr. Mukund Anand Thakkar as the liquidator was received
by the O.L. on 16.09.2015.
3. Mr. Goel, draws my attention to the averments made in para 18 of the
petition. Based on the averments made therein, Mr. Goel says that the O.L.
has scrutinized the records submitted by the voluntary liquidator, Mr.
Mukund Anand Thakkar, and is satisfied that necessary compliance of
provisions of Section 497 and other relevant provisions of Act have been
made.
3.1 Mr. Goel also submits that according to the O.L., the affairs of the
aforementioned company have not been conducted in a manner prejudicial to
the interest of its members, and therefore, the O.L. is of the view that the
aforementioned company be deemed to have been dissolved from the date of
submission of the captioned petition.
4. Having regard to the aforesaid facts and circumstances as also the
submissions of Mr. Goel, the prayers made in the petition which have been
extracted hereinabove are allowed.
5. The petition is disposed of, in the aforesaid terms.
RAJIV SHAKDHER, J
MARCH 08, 2016/yg
