Delhi High Court
S.S.Sanitary Private Ltd. (In ... vs ....... on 11 December, 2017
$~CP-28
* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of Decision: 11.12.2017
+ CO.PET.65/2017
S.S.SANITARY PRIVATE LTD. (IN VOL..LIQN.).... Petitioner
Through Mr.Kunal Sharma, Adv. for OL
CORAM:
HON'BLE MR. JUSTICE JAYANT NATH
JAYANT NATH, J. (ORAL)
1. This is a petition, filed under Section 497(6) of the Companies Act,
1956 (herein referred to as "the Act"), by the Official Liquidator (OL) for
the voluntary winding up of SS Sanitary Private Limited (herein referred to
as the "said company").
2. The said company was incorporated on 14.01.2006 under the
provisions of the Act with the Registrar of Companies (ROC) having its
registered office situated at E-986, Saraswati Vihar, Pitampura, New Delhi-
110034.
3. The ROC was informed about the Voluntary Winding up of the said
company when the Board of Directors declared their solvency in the
meeting, held on 07.03.2016. The said declaration was executed in Form
149, as prescribed under Rule 313 of the Companies (Court) Rules, 1959.
4. Thereafter, the said company under the provisions of Section 490 of
the Act had passed a special resolution in its Extraordinary General Meeting,
held on 31.03.2016, for the voluntary winding up of the said company and
Mr. Amar Gopal Gambhir, proprietor of M/s A.G.G. & Associates, was
appointed as the Voluntary Liquidator of the said Company.
5. Notice of Voluntary liquidators' appointment was served to the ROC
as per Rule 315 of the Companies (Court) Rules, 1959 and under section
516 of the Act, the said appointment was also published in "The Sikh
Times" (English) newspaper on 06.04.2016 and "Charchit Duniya" (Hindi)
newspaper dated 07.04.2016 as well as in the Official Gazette in Form No.
151 on 14.05.2016. The Memorandum of Association and Articles of
Association of the said Company were filed with the office of the OL.
6. Pursuant to Section 497 of the Act, the Voluntary Liquidator
published the final Extraordinary General Meeting of the members which
held on 06.09.2016 and also filed the final accounts of the said Company in
Forms No. 156 and 157, as prescribed under Rules 329 and 331 of the
Companies (Court) Rules, 1959, before the ROC and to the OL.
7. The OL had received No Objection Certificates from the ROC and
from the Income Tax Department on 08.02.2017 and 12.04.2017.
8. The OL was intimated about surrender of the service tax registration
from the Central Board of Excise and Customs. The Voluntary Liquidator,
Mr. Amar Gopal Gambhir, and two directors of the said company, namely,
Sh. S.K. Gupta and Smt. Anju Gupta, have filed an indemnity bond along
with affidavit with the OL on 03.10.2016 and 21.06.2016, undertaking to
pay and settle all lawful claims/dues arising in future after the winding up of
the company and to indemnify any person for any losses that may arise
pursuant to the winding up of the company.
9. The OL has scrutinized the records submitted by the Voluntary
Liquidator and has recorded necessary satisfaction, as prescribed under
section 484 to 497 of the Act, 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. Hence, the OL in these circumstances, has sought orders for winding
up and final dissolution of the Company from the date of filing of the
petition i.e. 11.08.2017.
11. In view of the above and the satisfaction recorded by the OL, the
Company is wound up and shall be deemed to be dissolved with effect from
the date of the filing of the petition i.e. 11.08.2017.
12. A copy of the order be filed by the OL with the ROC within the
statutory period as per the Act.
13. The petition is disposed of.
JAYANT NATH, J
DECEMBER 11, 2017
SS
