Delhi High Court
Segece India Private Limited (In ... vs - on 17 February, 2017
IN THE HIGH COURT OF DELHI AT NEW DELHI
Judgment reserved on: 09.01.2017
Judgment pronounced on: 17.02.2017
CO.PET. 09/2017
SEGECE INDIA PRIVATE LIMITED (IN VOL. LIQN.)
Through: Ms. Ruchi
Sindhwani, 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 Segece India Private Limited (hereinafter referred
to as 'Petitioner Company').
2. The Petitioner Company has been incorporated under the provisions
of the Companies Act, 1956 on 19.06.2008 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 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 02.07.2013 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, on 05.07.2013. The Petitioner Company had
passed a special resolution in its Extraordinary General Meeting held on
19.07.2013, for voluntary winding up of the Petitioner Company, whereby,
Ms. Kavita Pamnani had been appointed as the Voluntary Liquidator of the
Petitioner Company.
5. The Registrar of Companies was informed regarding the voluntary
winding up and the appointment of the Voluntary Liquidator by way of
Form 152 on 26.07.2013 in compliance with the provisions of Rule 315 of
the Companies (Court) Rules, 1959. Notice under Rule 315 of Companies
(Court) Rules, 1959 was also issued and requisite form, Form 151 was
published in the Official Gazette on 10.08.2013.
6. The Voluntary Liquidator had caused, the requisite forms and notices
as per the mandate of the provisions of the section 485(1) of the Act to be
published in two newspapers, namely, 'The Political Business Daily'
(English) on 27.07.2013 and 'Veer Arjun' (Hindi) on 27.07.2013.
7. Pursuant to provisions under Section 497 of the Act, the notice for the
final Extraordinary General Meeting scheduled to be held on 21.03.2014
had been published in the newspapers, 'The Political Business Daily'
(English) on 01.02.2014 & 'Veer Arjun' (Hindi) on 31.01.2014 and in the
Official Gazette on 22.02.2014.
8. It has further been stated that the final Extraordinary General Meeting
had been held on 21.03.2014 and the Voluntary Liquidator has filed the final
accounts of the Company in Forms No.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, for the period from
19.07.2013 and 25.01.2014.
9. It has been stated in the present petition that No Objection
Certificates, dated 30.07.2015 and 28.10.2015, have been received from the
Income Tax Department and the Registrar of Companies (NCT of Delhi &
Haryana), respectively.
10. It has further been stated that Mr. Pankaj Prakash and Mr. Rahul
Khosla, the Ex-Directors of the Petitioner Company, have filed an
Indemnity Bond dated 21.08.2015 with the Official Liquidator, to 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. Further, Ms. Kavita Pamnani, the
Voluntary Liquidator of the Petitioner Company has also filed an Indemnity
Bond dated 27.08.2015 stating that in the event the shareholders/members of
the Petitioner Company fail to 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, she shall be liable to 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 509 of the Act & the other relevant provisions of
the Act, has 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 facts and circumstances, the Official Liquidator has
sought winding up and final dissolution of the Petitioner Company from the
date of filing of the present petition i.e., 06.01.2017.
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., 06.01.2017.
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 17, 2017
mk/sb
