Delhi High Court
In The Matter Of Ebc (India) ... vs ........ on 15 September, 2017
$~
* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Reserved on: 12th September, 2017
Pronounced on: 15th September, 2017
+ CO.PET. No.50/2017
IN THE MATTER OF EBC (INDIA) COMPANY
PRIVATE LIMITED (IN VOL. LIQN.)
..... Petitioner
Through Mr.D.Bhattacharya, Standing
Counsel 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 EBC (India) Private Limited (hereinafter as „the
company‟).
2. The company was incorporated on 10.05.1996 with registration
no.135379 (CIN-U00000DL2001PLC109766) under the provisions of
the companies Act, 1956 with the registrar of the companies, Mumbai
under the name and style of "EBC (India) Company Private Limited",
with the authorized share capital of the company ₹40,35,00,000/- divided
into 40,350,000 equity share of ₹ 10/- each. Subsequently registered
office of the company was shifted from State of Maharashtra to National
Capital Territory of Delhi & Haryana with effect from 22.02.2001. The
present registered office of the company is situated at S-405(LGF),
Greater Kailash-II, New Delhi-110048.
3. The paid up capital of the company as per balance sheet as on
30.09.2013 is ₹331,824,900/- equity share of ₹ 10/- each.
4. The company was incorporated for the purposes mentioned in sub-
para Nos.1 to 3 of para No.5 of petition. Mr.Subir Dasgupta and
Mr.Brijesh Thakkar were the promoters, directors and subscribers of one
share each as per the subscription clause of Memorandum of Association
and Articles of Association of the company.
5. At the time of members voluntary winding up of the company, M/s
Energizer International Inc and M/s Energizer Singapore Pte. Ltd were
two share holders having shares to the amount of `33,18,24,900/-. At the
time of passing resolution of voluntary winding up Mr.Lassina Coulibaly
and Mr.Lai Hing Sandra Li were the directors. The financial position of
the company has been disclosed in the audited balance sheets as on
30.09.2013 annexed with the petition.
6. The Board Meeting of the Board of Directors of the company was
held on 31.03.2014 at 11:00 PM at the registered office of company and
Ms.Kiran Sharma was appointed as liquidator of the company without
any remuneration. The declaration of solvency was executed and
approved by the board of directors in their meeting held on 31.03.2014
and filed with the registrar of companies in Form No.149 as prescribed
under Rule 313 of the Companies (Court) Rules, 1959 wherein full
enquiry into the affairs of this company was done and Board had formed
opinion that this company will be able to pay its debt in full within a
period of three years from the date of commencement of winding up and
appended a statement of the company‟s assets and liabilities as at
30.09.2013. The Extra-Ordinary General meeting of the company was
convened on 16.04.2014 at its present registered office and a special
resolution was passed to wind up the affairs of the company under
Section 484(i)(b) of the Companies Act and for the appointment of the
Liquidators under Section 484(1) & 488 and other applicable provisions
of the Companies Act, 1956.
7. The Voluntary Liquidator has given notice of her appointment
under Rule 315 of the Companies (Court) Rule 1959 in Form 151
published in Official Gazette on 11.10.2014 and filed Form No. 152 for
the appointment before the Registrar of Companies NCT, Delhi &
Haryana on 09.06.2014.
8. As per section 485(1) of the Act the Liquidator has published a
notification in the newspaper namely "Business Standard" in English and
in "Business Standard" in Hindi on 10.11.2014 in respect to Extra
Ordinary General Meeting on 16.04.2014 and the same has also been
published in "The Official Gazette of India" on 11.10.2014.
9. Pursuant to the provisions of the Section 497(1) of the Act, the
Liquidator has published a Notification in daily Newspaper namely
"Business Standard" in Hindi and in "Business Standard" in English on
10.09.2014 and 11.09.2014 respectively and also in the Govt. Gazette
published for final meeting on 11.10.2014.
10. Pursuant to the provisions of Section 497 of the Companies Act,
1956, the Annual General Meeting was held on 05.06.2014 and
Liquidator has filed accounts of the Company in Form No. 156 and 157
as prescribed under Rule 329 & 331 of the Companies (Court) Rules,
1959 for the period from 16.04.2014 to 05.06.2014 before the Registrar
of the Companies, NCT, Delhi & Haryana, New Delhi on 09.10.2014 and
15.09.2014 respectively to the Official Liquidator within prescribed
period.
11. The Official liquidator inquired from Income Tax Department vide
letter dated 22.01.2016 regarding any outstanding dues against the
subject Company. In response to that Income Tax Department informed
that there is no outstanding demand against the subject company vide no
objection certificate dated 08.01.2016.
12. The Voluntary Liquidator Ms. Kiran Sharma has filed an affidavit
dated 07.08.2015 declaring that "I had made full enquiry into the affairs
of the company and of the opinion that the company has no dues to the
government". Both the Directors have also filed the affidavit dated
02.04.2014 to the office of Official Liquidator.
13. The Voluntary Liquidator has also filed an indemnity bond dated
07.08.2015 to indemnify to all departments of the Central Government of
India, all departments of State Governments, all local authorities and all
concerned parties from all the losses, damages, dues on any account,
shortage, taxes or any other liabilities even those which may arise in
future in relation to Company.
14. The Registrar of the Companies NCT of Delhi &Haryana, New
Delhi vide his letter no.ROC/OL/EBC/13538/dated 17.03.2015 has stated
that the company have filed all over due documents including form 156
for final dissolution of the Company in voluntary liquidation
15. Upon scrutiny of record submitted by the voluntary liquidator
with the official liquidator, Delhi attached to this Court, he is satisfied
that the necessary compliance of section 497 and other relevant of the
Companies Act, 1956 as applicable thereto have been made. The affairs
of the company have not been conducted in manner prejudicial to the
interest of its members and thus the company may be deemed to have
dissolved from the date of submission of this petition to this Court.
16. The petition for winding up of the affairs of the petitioner
Company was earlier listed for hearing on 02.02.2017. The petition was
withdrawn with a liberty to file afresh.
17. From the scrutiny of the records submitted by the voluntary
liquidator; the Official Liquidator attached to this Court is satisfied that
the necessary compliances 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. All relevant documents are
annexed to the petition.
18. In the circumstances, the petition is taken on record and the
company EBC (India) Private Limited is ordered to be wound up and
dissolved from the date of filing of this petition.
19. Necessary intimation be sent to the Registrar of Companies by the
Official Liquidator within the statutory period, as provided for in the Act.
20. The petition is accordingly disposed of.
YOGESH KHANNA, J
SEPTEMBER 15, 2017
Mn
