Delhi High Court
Redback Networks India Private ... vs - on 14 February, 2017
IN THE HIGH COURT OF DELHI AT NEW DELHI
Judgment reserved on: 19.12.2016
Judgment pronounced on: 14.02.2017
CO.PET. 847/2016
REDBACK NETWORKS INDIA 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 (hereinafter referred to as 'the Act'), by the Official Liquidator,
seeking voluntary winding up of Redback Networks India Private Limited
(hereinafter referred to as 'Petitioner Company').
2. The Petitioner Company had been incorporated under the provisions
of the Act on 15.09.2006 and a certificate in this behalf had been issued by
the Registrar of Companies, NCT of Delhi and Haryana at New Delhi.
3. The registered office of the Petitioner Company is situated at New
Delhi, within the jurisdiction of this Court.
4. The declaration of solvency was executed and approved by the Board
of Directors in their meeting held on 05.01.2011 and the same has been filed
with the office of the Registrar of Companies in Form 149 as prescribed
under section 488 of the Act. The Petitioner Company had passed a special
resolution in its Extraordinary General Meeting held on 15.03.2011, for
voluntary winding up of the Petitioner Company, whereby, inter alia, Mr.
Rajeev Goel had been appointed as the Voluntary Liquidator of the
Petitioner Company.
5. The Registrar of Companies had been informed regarding the
voluntary winding up and the appointment of the Voluntary Liquidator.
Notice as per the mandate of the provisions of section 516 of the Act, read
with Rule 315 of the Company (Court) Rules, 1959 in Form 151 was
published in the Official Gazette on 09.04.2011; and in Form 151 was filed
with the Registrar of Companies on 24.03.2011.
6. The Voluntary Liquidator had caused, the requisite forms and notices
as per the mandate of the provisions of the section 485 of the Act to be
published in the Official Gazette on 09.04.2011, as well as in two
newspapers, namely, 'The Financial Express' (English) and 'Jansatta'
(Hindi) on 26.03.2011, with respect to the Extraordinary General Meeting
dated 15.03.2011. Further, copies of the same, along with Memorandum of
Association and Articles of Association pertaining to the Petitioner
Companies have been filed with the Official Liquidator.
7. Pursuant to Section 497 of the Act, the notice for the Final
Extraordinary General Meeting scheduled to be held on 20.02.2014, had
been published in the newspapers, 'The Financial Express' (English) and
'Jansatta' (Hindi) on 25.12.2013 and in the Official Gazette on 11.01.2013.
8. It has further been stated that the Final Extraordinary General
Meeting had been held on 20.02.2014 and the Voluntary Liquidator has filed
the final accounts of the Petitioner Company in Form Nos. 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.
9. It has been stated in the present petition that 'No Objection
Certificates' have been received from the Income Tax Department on
02.09.2013 and from the Registrar of Companies by way of letter dated
04.09.2014. An affidavit dated 03.12.2014 has also been filed by the
Voluntary Liquidator wherein it has been averred that the Petitioner
Company does not have any outstanding dues as against the State
Government and Central Government.
10. The Contributories of the Petitioner Company have filed an Indemnity
Bond with the Official Liquidator, stating therein that they shall pay and
settle all lawful claims arising in future after the winding up of the company,
to indemnify any person for any losses that may arise pursuant to winding
up of the company.
11. It has further been stated by way of the present petition that the
Official Liquidator has scrutinized the records submitted by the Voluntary
Liquidator and has recorded satisfaction to the effect that necessary
compliance with Section 497 of the Act, and the other relevant provisions of
the Act, have been made; and that the affairs of the Petitioner Company
have not been conducted in a manner prejudicial to the interest of its
members or the public.
12. In view of the foregoing 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., 02.09.2016.
13. In view of the foregoing and in view of the satisfaction accorded by
the Official Liquidator by way of the present petition, the Petitioner
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., 02.09.2016.
14. 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
Act.
15. The petition is accordingly disposed of.
SIDDHARTH MRIDUL, J
FEBRUARY 14, 2017
mk/sb
