Delhi High Court
Agarwal Refrigeration Private ... vs - on 18 October, 2016
IN THE HIGH COURT OF DELHI AT NEW DELHI
Judgment delivered on: 18.10.2016
CO.PET. 549/2016
AGARWAL REFRIGERATION PRIVATE LIMITED (IN VOL. LIQN.)
Through: Mr. Mayank Goel, Advocate on behalf of
the Official Liquidator.
CORAM:
HON'BLE MR. JUSTICE SIDDHARTH MRIDUL
JUDGMENT
SIDDHARTH MRIDUL, J.
1. The present is a petition under section 497(6) of the Companies Act,
1956, by the Official Liquidator, seeking voluntary winding up of Agarwal
Refrigeration Private Limited (hereinafter referred to as 'petitioner company').
2. The petitioner company has passed a special resolution in its
Extraordinary General Meeting held on 12.03.2015, for voluntary winding up of
the petitioner company, whereby, Ms. Rakhi Bhattacharya was appointed as the
Voluntary Liquidator of the petitioner company.
3. The Registrar of Companies was informed regarding the voluntary
winding up and the appointment of the Voluntary Liquidator. Notices under
Rule 315 of the Company (Court) Rules, 1959 were issued and requisite forms
were filed with the Registrar of Companies.
4. The declaration of solvency was executed and approved by the Board of
Directors in their meeting held on 06.01.2015, and the same has been filed with
the office of the Registrar of Companies in Form 149 as prescribed under
Section 488 of the Companies Act, 1956.
5. The Voluntary Liquidator has filed the requisite forms and notices which
were published in the Official Gazette on 11.04.2015 as well as in two
newspapers, namely, "The Money Makers" (English) and "Dainik Mahalaxmi
Bhagyaoday" (Hindi) on 16.03.2015, along with the Memorandum of
Association and Articles of Association with the Office of the Official
Liquidator.
6. Pursuant to Section 497 of the Companies Act, 1956, the final
Extraordinary General Meeting was held on 10.06.2015 and the Voluntary
Liquidator filed the final accounts of the Company in Form 156 and 157, as
prescribed under Rules 329 and 331 of the Companies (Court) Rules, 1959,
before the Registrar of Companies and the Official Liquidator.
7. It has been stated by counsel appearing on behalf of the Official
Liquidator that 'No Objection Certificates' have been received from the
Registrar of Companies and the Income Tax Department.
8. The Contributories of the petitioner company have filed an Indemnity
Bond with the Official Liquidator, to pay and settle all lawful claims arising in
future after the winding up of the company and/or to indemnify any person for
any losses that may arise pursuant to the winding up of the company.
9. It has further been averred by counsel appearing on behalf of the Official
Liquidator that the latter has scrutinized the records submitted by the Voluntary
Liquidator and has recorded satisfaction to the effect that necessary compliance
with Section 497 of the Companies Act, 1956, and the other relevant provisions
of the Companies Act, 1956, have been made and that the affairs of the
Company have not been conducted in a manner prejudicial to the interest of its
members or to the public.
10. In view of the facts and circumstances, the Official Liquidator has sought
winding up and final dissolution of the Company from the date of filing of the
present petition i.e. 11.07.2016.
11. In view of the foregoing and in view of the satisfaction recorded by the
Official Liquidator, the Company is hereby, wound up and shall be deemed to
be dissolved with effect from the date of the filing of the present petition
i.e.11.07.2016.
12. A copy of this order be filed by the Official Liquidator with the Registrar
of Companies within the statutory period, as provided for in the Companies Act,
1956.
13. The petition is disposed of accordingly.
SIDDHARTH MRIDUL, J
OCTOBER 18, 2016
bp/sb
