M. Gautam Infra Ltd. (In ... vs ............
2017 Latest Caselaw 7332 Del

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*      IN THE HIGH COURT OF DELHI AT NEW DELHI


%                                            Date of Decision: 19.12.2017


+      CO.PET.66/2017


       M. GAUTAM INFRA LTD. (IN VOL.LIQN.)                     .... Petitioner
                          Through     Ms.Ruchi Sindhwani, Sr.Standing
                                      Counsel with Ms.Megha Bharara,
                                      Adv. for OL.

       CORAM:
       HON'BLE MR. JUSTICE JAYANT NATH

JAYANT NATH, J. (ORAL)

1. This is a petition is filed under section 497(6) of the Companies Act, 1956 (herein referred to as "the Act") by the Official Liquidator (OL), seeking voluntary winding up of M/s. M Gautam Infra Limited (herein referred to as the "said company").

2. The said Company was incorporated on 12.10.1992 under the provisions of the Act with the Registrar of Companies (ROC), having authorized share capital of Rs.50,00,000 divided into 5,00,000 (Five Lacs) equity shares of Rs.10/- each. It is pertinent to mention that on 06.09.2011 the said company changed its name from M/s M. Gautam Lease Finance Limited to M/s M. Gautam Infra Limited .

CO.PET.66/2017 Page 1

3. The registered office of the said company is situated within the territory of NCT of Delhi at C-32, South Extension-I (2nd Floor), New Delhi-110049.

4. At the time of Members Voluntary Winding up of the said company, there were ten shareholders having different number of shares and three directors, namely, Mr. Karun Kumar Singhal, Mrs. Asha Singhal and Mr. Manoj Kumar Agarwal. The financial position of the said company is disclosed in the audited balance sheets ending as on 31.03.2015, 31.03.2014 & 31.03.2013, which is annexed to this petition.

5. Pursuant to the provisions of Section 490 of the Act and other applicable provisions of the Act, the Extra Ordinary General Meeting of the Members of said company was held on 06.02.2016 and a special resolution was passed whereby Mr. Karun Kumar Singhal was appointed as the Voluntary Liquidator of the Company at a remuneration of Rs.5,000/-. Form No. 149 for the Declaration of Solvency was filed with the ROC vide SRN No.C74812991 dated 13.01.2016. The Voluntary Liquidator gave notice of his appointment as per the rules prescribed under the Companies (Court) Rules, 1959 and published the same.

6. That as per the requirement of Section 485 of the Act, the said Company has published a notification in the newspaper, namely, "Business Standard" in English and in Hindi on 12.02.2016 respectively and in "The Official Gazette of India" on 12.03.2016. Further, pursuant to the provisions of Section 497 of the Act, the Liquidator has also published Form No.155 in the newspaper namely "Business Standard" in English on 06.06.2016 and "Business Standard" in Hindi on 07.06.2016 and in the Govt. Gazette on 02.07.2016 for Final Meeting on 16.07.2016.

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7. The Final Meeting of the said company was held on 16.07.2016 and the Voluntary Liquidator filed accounts of the said Company in Form No. 156 & 157 as prescribed under Rule 329 & 331 of the Companies (Court) Rules, 1959 for the period from 06.02.2016 to 01.06.2016 before the ROC vide SRN: G08139115 on 27.07.2016 and the OL on 28.07.2016.

8. That the Voluntary Liquidator has submitted the No Dues Certificate dated 04.04.2016 from the Income Tax Department. Mr. Karun Kumar Singhal, Mrs. Asha Singhal & Mr. Manoj Kumar Agarwal, Ex-Directors of the said company have furnished Indemnity Bond & Affidavit dated 11.03.2017, duly notarized, undertaking to pay and settle all lawful claims/dues arising in future after the winding up of the said company, they further indemnifies to settle and pay any dues/ shortage/ tax liabilities which arises with the departments/ authorities of Local/ State/ Central Government of India even after the liquidation of the said company.

9. That the ROC has informed that the said company has filed Form 149, Form 152, Form 156 & Form 157 with respect to the Voluntary Liquidation and that the ROC has no objection to the dissolution of the said Company.

10. The OL is also satisfied that the necessary compliance of Section 497, 509 and other relevant provisions of the Act have been made and the affairs of the said company have not been conducted in a manner prejudicial to the interest of its members or to the public interest and the said company may be dissolved.

11. In view of the foregoing and in view of the satisfaction accorded by the OL by way of the present petition, the said company is hereby wound up

CO.PET.66/2017 Page 3 and shall be deemed to be dissolved with effect from the date of the filing of the present petition i.e. 08.12.2017.

12. A copy of this order be filed by the OL with the ROC within the statutory period as per the provision of the Act.

13. The petition is accordingly disposed of.

JAYANT NATH, J.

DECEMBER 19, 2017/SS




CO.PET.66/2017                                                           Page 4