A And E India Private Limited (In ... vs -
2017 Latest Caselaw 852 Del

           IN THE HIGH COURT OF DELHI AT NEW DELHI


                                           Judgment reserved on: 19.12.2016
                                        Judgment pronounced on: 14.02.2017



CO.PET. 851/2016

A AND E 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 A & E India Private Limited (hereinafter

referred to as 'Petitioner Company').

2. The Petitioner Company has been incorporated under the provisions

of the Act on 02.09.1998 and a certificate in this behalf has been issued by

the Assistant 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 24.09.2014 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 29.09.2014, for

voluntary winding up of the Petitioner Company, whereby, inter alia, Mr.

Rajiv Kumar Adhlakha and Mr. Rajeev Kochhar had been appointed as the

Joint Voluntary Liquidators of the Petitioner Company.

5. The Registrar of Companies was informed regarding the voluntary

winding up and the appointment of the Joint Voluntary Liquidators. Notice

as per the mandate of the provisions of section 516 of the Act, read with

Rule 315 of the Company Court Rules (1959) was issued, in Form 152

which was filed with the Registrar of Companies on 08.10.2014; and in

Form 151 in the Official Gazette on 01.11.2014 and 08.11.2014.

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 01.11.2014, as well as in two

newspapers, namely, 'Business Standard' (English) and 'Haribhoomi'

(Hindi) on 09.10.2014, with respect to the Extraordinary General Meeting

held on 29.09.2014. Further, copies of the same, along with Memorandum

of Association and Articles of Association pertaining to the Petitioner

Company have been filed with the Office of the Official Liquidator.

7. Pursuant to Section 497 of the Companies Act, 1956, the notice for

the Final Extraordinary General Meeting scheduled to be held on

20.11.2015 had been published in the newspapers, 'The Pioneer' (English &

Hindi) on 02.10.2015, and in the Official Gazette on 31.10.2015.

8. It has further been stated that the Final Extraordinary General

Meeting had been held on 20.11.2015 and the Voluntary Liquidator has filed

the final accounts of the 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' dated 28.11.2014 and 04.02.2016 have been received from the

Income Tax Department and the Registrar of Companies, respectively.

Further, a 'No Dues Certificate' dated 30.06.2015 has been obtained from

the Sales Tax Department qua the Petitioner Company.

10. Covedian Asia Investments Limited, the holding company of the

Petitioner Company, has filed an Indemnity Bond with the Official

Liquidator, stating therein that it shall pay and settle all lawful claims arising

in future after the winding up of the Petitioner Company, to indemnify any

person for any losses that may arise pursuant to winding up of the Petitioner

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 Companies Act, 1956, 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., 30.08.2016.

13. In view of the foregoing and in view of the satisfaction accorded by

the Official Liquidator, 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., 30.08.2016.

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