Delhi High Court
In The Matter Of Kunal Brothers ... vs ........ on 24 July, 2017
$~
* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Reserved on: 18th July, 2017
Pronounced on: 24th July, 2017
+ CO.PET. No.43/2017
IN THE MATTER OF KUNAL BROTHERS
PRIVATE LIMITED (IN VOL. LIQN.)
..... Petitioner
Through Mr.Mayank Goel, Advocate for
Official Liquidator.
versus
........
..... Respondent
Through None
CORAM:
HON'BLE MR. JUSTICE YOGESH KHANNA
YOGESH KHANNA, J.
1. This is a petition under section 497(6) of the Companies Act,
1956 (hereinafter as „the Act‟) by the Official Liquidator, seeking
voluntary winding up of Kunal Brothers Private Limited (hereinafter as
„petitioner company‟).
2. The petitioner company was incorporated on 10.11.1983 having
Corporate Identity Number U74899DL1983PTC016928, under the
provisions of the Act with the Registrar of Companies, NCT of Delhi and
Haryana with the authorized Share Capital of `25,00,000/- divided into
2,50,000 equity shares of `10/- each.
3. The registered office of the company is situated within the territory
of NCT of Delhi at Unit No.8-12, Ground Floor, World Trade Centre,
Babar Road, Connaught Place, New Delhi-110001.
4. The promoters at the time of incorporation of the company were
Smt.Kamla Chawla and Shri Jugal Kishore Chugh.
5. At the time of Members Voluntary Winding up of the petitioner
company, there were four shareholders and three directors. The financial
position of the company as disclosed in the audited balance sheets ending
as on 31.03.2013, 31.03.2014 and 31.08.2015 are annexed to the petition.
6. Pursuant to the provisions of Section 490 and other applicable
provisions of the Act, an Extra Ordinary General Meeting of the
Members of petitioner company was held on 16.02.2016 and a special
resolution was passed for Members‟ Voluntary Winding up. Mr.Amit
Aggarwal was appointed as Voluntary Liquidator of the company at
remuneration of `21000/- excluding pocket expenses and taxes. The
declaration of solvency was executed and approved by the Board of
Directors in their meeting dated 12.01.2016. Necessary Form No. 149
was filed.
7. The Voluntary Liquidator gave notice of his appointment under
Rule 315 the Companies (Court) Rule, 1959 in Form 151 published in the
official Gazette on 19.03.2016. The notification with respect to
extraordinary general meeting held on 16.02.2016 was published in
newspapers, namely, "Business Standard" - English and "Business
Standard" - Hindi dated on 26.02.2016 and in the Official Gazette of
Government of India on 19.03.2016.
8. Pursuant to the provisions of Section 497 of the Act, the Voluntary
Liquidator has published the required notification in daily newspaper
"Business Standard" - Hindi and English on 28.12.2016 and also in the
Official Gazette-published on 21.01.2007 for final meeting on
03.02.2017. The Extra Ordinary General Meeting, pursuant to section
497 of the Company Act, 1956 was held on 03.02.2017 and the voluntary
liquidator filed accounts of the company for the period from 16.02.2016
to 31.12.2016 with the Registrar of Companies, NCT of Delhi and
Haryana and the Official Liquidator, as per rules. The details of the
statement of account of winding up, in Form No.156 of the Rules show
as to how the winding up has been conducted and how the property of the
company was disposed of.
9. The directors gave necessary affidavits and indemnity bonds duly
attested dated 22.06.2016 and declared that the company is in a position
to pay to debts within a year of the winding up. The Official Liquidator
submitted the No Dues Certificate dated 17.06.2016 from the Income Tax
Department.
10. The Registrar of Companies, NCT of Delhi and Haryana vide its
letter No.16016 dated 06.01.2017 has stated that it has no objection for
dissolution of the company in voluntary liquidation.
11. From the scrutiny of the records submitted by the voluntary
liquidator, the Official Liquidator attached to this Court is satisfied that
the necessary compliances of Section 497 of the Act and other related
provisions of the Companies Act, 1956, as applicable thereto have been
made and the affairs of the Company have not been conducted in any
manner prejudicial to the interest of its members and public at large and
thus requested for the winding up of the petitioner company. All relevant
documents are annexed to the petition.
12. In these circumstances, the petition of the Official Liquidator is
taken on record and the petitioner company is ordered to be wound up
and dissolved from the date of filing of this petition.
13. 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.
14. The petition is accordingly disposed of.
YOGESH KHANNA, J
JULY 24, 2017
M/RS
