Scotia Finance Private Limited ... vs -
2017 Latest Caselaw 2791 Del

            IN THE HIGH COURT OF DELHI AT NEW DELHI


                                        Judgment reserved on : 08.05.2017
                                      Judgment pronounced on: 30.05.2017


CO.PET. 901/2016


SCOTIA FINANCE PRIVATE LIMITED (IN VOL. LIQN.)

                           Through:     Mr. Rajeev Bahl, 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 the provisions of section 497(6) of the

Companies Act, 1956 (hereinafter referred to as 'the Act'), filed by the

Official Liquidator, seeking voluntary winding up of Scotia Finance Private

Limited (hereinafter referred to as 'Petitioner Company').

2. The Petitioner Company has been incorporated under the provisions of

the Act on 01.01.1998, and a certificate in this behalf has been issued by the

Registrar of Companies, N.C.T. 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 of the Petitioner Company in its meeting held on 31.12.2012;

and the same has been filed with the office of the Registrar of Companies in

Form 149 on 03.01.2013, as prescribed under the provisions of section 488

of the Act. The Petitioner Company has passed a special resolution in its

Extraordinary General Meeting held on 23.01.2013, for voluntary winding

up of the Petitioner Company, whereby, Mr. Ashok Bhatnagar was appointed

as the Voluntary Liquidator of the Petitioner Company.

5. The Registrar of Companies was informed regarding the appointment

of the Voluntary Liquidator by way of Form 152 on 30.01.2013, in

compliance with the provisions of Rule 315 of the Companies (Court) Rules,

1959. Further, notice in compliance with the provisions of Rule 315 of the

Companies (Court) Rules, 1959, was published in the Official Gazette on

23.02.2013; and in two newspapers, namely, 'Business Standard' (English)

and 'Business Standard' (Hindi) on 04.02.2013.

6. Pursuant to the provisions under Section 497 of the Act, the notice for

the final Extraordinary General Meeting held on 13.10.2014, was published

in the Official Gazette on 16.09.2014; and in two newspapers, namely,

'Business Standard' (English) and 'Business Standard' (Hindi) on

09.09.2014.

7. It has further been stated that the final Extraordinary General Meeting

was held on 13.10.2014; and the Voluntary Liquidator has filed the final

accounts of the Petitioner Company in Forms Nos.156 and 157, as prescribed

under Rules 329 and 331 of the Companies (Court) Rules, 1959, before the

Registrar of Companies on 17.10.2014.

8. It has been stated by counsel appearing on behalf of the Official

Liquidator that 'No Objection Certificates', dated 12.06.2014 and

11.02.2016 have been received from the Income Tax Department and the

Registrar of Companies, respectively.

9. Mr. Ashok Bhatnagar, Voluntary Liquidator of the Petitioner

Company, has filed an Affidavit dated 09.10.2015 with the Official

Liquidator, declaring that there are no outstanding dues/claims pending with

any Government Department against the Petitioner Company. Further, the

Voluntary Liquidator has filed an Indemnity Bond dated 09.10.2015, with

the Official Liquidator, undertaking 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.

10. It has been stated by counsel appearing on behalf of the Official

Liquidator that, the latter has scrutinized the records submitted by the

Voluntary Liquidator of the Petitioner Company, and has accorded

satisfaction to the effect that necessary compliance with the provisions under

section 497 and 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.

11. In view of the aforesaid 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., 25.05.2016.

12. 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 filing of the

present petition i.e., 25.05.2016.

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 allowed and disposed of accordingly.

SIDDHARTH MRIDUL, J.

MAY 30, 2017 dn/ap