Delhi High Court
In The Matter Of National Power ... vs .... on 26 May, 2017
$~
* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Reserved on: 19th May, 2017
Pronounced on: 26th May, 2017
+ CO.PET. No.37/2017
IN THE MATTER OF NATIONAL POWER
EXCHANGE LIMITED (IN VOL.LIQN.)
..... Petitioner
Through : Mr.Mayank Goel & Mr.Monamshel
Maring, Advocates for OL.
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 National Power Exchange Private Limited
(hereinafter as „petitioner‟).
2. The petitioner company was incorporated on 11.12.2008
having Corporate Identity Number U40100DL2008PLC185689,
under the provisions of the Act with the Registrar of Companies,
NCT of Delhi and Haryana with the authorized Share Capital of the
Company Rs.50 crores only divided into 5,00,00,000 equity shares of
`10/- each.
3. The registered office of the company is situated within the
territory of NCT of Delhi at Core-7, Scope Complex, 7, Institutional
Area, Lodhi Road, New Delhi.
4. At the time of Members Voluntary Winding up of the petitioner
company as on 28.10.2014, there were eight shareholders having
different number of shares and the company had five directors. The
financial position of the company is disclosed in the audited balance
sheets ending as on 31.03.2013, 31.03.2014 and 31.08.2014 are also
annexed to the petition.
5. Pursuant to the provisions of Section 490 and other applicable
provisions of the Act an Extra Ordinary General Meeting of the
Members of petitioner was held on 28.10.2014 at Core-7, Scope
Complex, 7, Institutional Area, Lodhi Road, New Delhi and a special
resolution was passed that Mr.Arun Saxena, Chartered Accountant, be
appointed as Voluntary Liquidator of the company at remuneration of
`2.00 Lac plus applicable taxes. The declaration of the solvency was
executed and approved by the Board of Directors in their meeting
held on 29.09.2014 and the same was filed with the Registrar of
Companies, NCT of Delhi and Haryana, New Delhi in Form No.149
as prescribed under Section 488 of the Act, wherein it was declared
that the directors would be in a position to pay all debts of the
company in full within a period of three years from the
commencement of the winding up. The copy of the minutes of the
meeting of the Board dated 29.09.2014 and the Extra General
Meeting dated 28.10.2014 and Form No.149 is filed along with the
petition.
6. The Voluntary Liquidator gave notice of his appointment under
Rule 315 the Companies (Court) Rule, 1959 in Form No.151
published in Official Gazette on dated 29.11.2014.
7. The voluntary liquidator published the notification in the
newspaper namely "Business Standard" - English and "Veer Arjun" -
Hindi dated 06.11.2014 with respect to the Extra Ordinary General
Meeting held on 28.10.2014, which was published in Official Gazette
of Government of India on 29.11.2014.
8. Pursuant to the provisions of Section 497 of the Act, the
Voluntary Liquidator has published the required notification in daily
newspaper "Vir Arjun" - Hindi & "Business Standard" - English on
11.08.2016 and also in the Official Gazette published on 03.09.2016
for final meeting on 14.10.2016. Since the winding up could not be
concluded within a year of its commencement of proceeding,
necessary formalities were done.
9. That pursuant to the provisions of Section 497 of the Act, the
Extraordinary General Meeting was held on 14.10.2016. The
Voluntary Liquidator have filed accounts of the Company in Form
Nos.156 & 157 as prescribed under Rule 329 & 331 of the
Companies (Court) Rules, 1959 for the period from 28.10.2014 to
26.07.2016 before the Registrar of Companies, NCT of Delhi &
Haryana, New Delhi and to the Official Liquidator within prescribed
period. The Form 156 & Form 157 has been filed to Registrar of
Companies, NCT of Delhi & Haryana and with the office of the
Official Liquidator on 17.10.2016.
10. The Voluntary Liquidator Mr.Arun Saxena has furnished
indemnity bond dated 07.01.2017 and undertook to indemnify and
keep the obligee indemnified from and against any further demand
raised by the Statutory Authority/ Department/ Local / State/ Central
Government of India or any other person with respect to
M/s.National Power Exchange Limited (under Voluntary winding up)
shall be paid by the Obligor to the satisfaction of that authority of
person". The requisite No Dues Certificate from Income Tax
Department dated 23.02.2017 has also been filed with the petition.
11. The Registrar of Companies NCT of Delhi & Haryana, New
Delhi vide its letter No.2248 dated 08.03.2017 has stated that it has
no objection for dissolution of the company in Voluntary Liquidation.
12. The Official Liquidator has scrutinized records submitted by
the voluntary liquidator and has recorded the satisfaction to the effect
that the necessary compliances of Section 497 of the Act and other
related provisions of the Act 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.
13. In view of the above 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.,
31.03.2017.
14. In view of the foregoing and in view of the satisfaction
accorded by the Official Liquidator by way of the present petition, the
petitioner 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.,
31.03.2017.
15. 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.
16. The petition is accordingly disposed of.
YOGESH KHANNA, J
MAY 26, 2017
M
