Delhi High Court
In The Matter Of Radiant Life Care ... vs .......... on 27 August, 2018
$~CP-48
* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of decision: 27.08.2018
+ CO.PET. 9/2018
IN THE MATTER OF RADIANT LIFE CARE (DELHI) PVT.
LTD. (IN VOL.LIQN.) ............ Petitioner
Through Kunal Sharma, Advocate for
OL.
CORAM:
HON'BLE MR. JUSTICE JAYANT NATH
JAYANT NATH, J. (ORAL)
CA 958/2018
By this application the OL prays winding up of the company Radiant
Life Care (Delhi) Private Limited and to finally dissolve it from the date of
filing the application
Application is taken on record and stand disposed of.
CO.PET. 9/2018
1. This is a company petition, preferred under Section 497(6) of the
Companies Act, 1956 (herein referred to as "the Act") by the Official
Liquidator (OL) seeking for Voluntary Winding up of RADIANT LIFE
CARE (DELHI) PRIVATE LIMITED (herein referred to as the "said
company"), from the date of the filing of the instant petition.
2. The record shows that the said Company in issue was incorporated on
06.01.2010, vide registration no. 197718. The Corporate Identity Number of
the said Company is U85110DL2010PTC197718. The registered office of
the said Company in issue is stated to be situated at Lower Ground Floor, C-
4/5, Safdarjung Development Area, New Delhi - 110016.
3. The authorised share capital of the said Company is Rs. 20,00,00,000/-
(Rupees Twenty Crores Only), divided into 2,00,00,000 (Two Crore only)
equity shares of Rs. 10/- (Rupees Ten) each. The record shows that the paid-
up capital of the said Company is Rs. 16,41,33,210/- (Rupees Sixteen
Crores, Forty-One Lakhs, Thirty-Three Thousand and Two Hundred and Ten
only), divided into 1,64,13,321 (One Crore, Sixty-Four Lakhs, Thirteen
Thousand, Three Hundred and Twenty-One Only) equity shares of Rs. 10/-,
each fully paid up. As per the records, Radiant Life Care Private Ltd. holds
1,64,13,320 shares and Mr. Abhay Soi holds 1 share..
4. The directors of the said Company in issue, as on the date of passing
the resolution of voluntary winding up, were Ms. Vandana Ramesh Pakle
and Mr. Naresh Kapoor.
5. The said Company has filed its audited Balance sheet, along with
profit and loss account, auditor's report and director's report for the financial
years ending on 31.03.2014 and 31.03.2015.
6. The Board of Directors of the said Company in their meeting held on
07.03.2016, executed and approved a Declaration of Solvency, which was
filed with the Registrar of Companies (ROC), NCT of Delhi & Haryana,
New Delhi, in Form 149, as prescribed under Rule 313 of the Companies
(Court) Rules, 1959 and Section 488 of the Act. The said declaration is
indicative of the fact that upon an enquiry being made from the company, an
opinion had been formed that the company would be able to pay its debts in
full within a period of three years from the commencement of the winding
up. A statement of the said Company's assets and liabilities, as on
15.12.2015, being the latest practicable date before the making of the
declaration, has also been filed.
7. An extra-ordinary general meeting of the members of the said
Company was held on 16.03.2016, at the registered office of the said
Company, where a special resolution for the voluntary liquidation of the
company was passed and Mr. Deepak Kukreja, Company Secretary, was
appointed as the Voluntary Liquidator of the Company at a remuneration of
Rs. 75,000/- plus reimbursement of out of pocket expenses.
8. The Voluntary Liquidator published the notification of his
appointment, as required under Section 516 of the Act, read with Rule 315 of
the Companies (Court) Rules, 1959 in Form No. 151, in the Official Gazette
on 16.04.2016. Further, the Voluntary Liquidator had filed notice of his
appointment, in Form 152, with the ROC, on 21.03.2016.
9. The Voluntary Liquidator, as required under Section 485 of the Act,
has published the resolution passed by the members of the said Company to
wind up voluntarily, in the extra-ordinary general meeting held on
16.03.2016, in the newspapers, 'Business Standard', English and Hindi
editions, on 24.03.2016, and in the Official Gazette on 16.04.2016.
10. The Voluntary Liquidator, as required under Section 497(1) of the
Act, read with Rule 329 of the Companies (Court) Rules, 1959, published
the notification, in Form No. 156, regarding the holding of the final general
meeting, to be held on 17.02.2017, in the newspaper, 'Business
Standard'(English and Hindi), on 12.01.2017, and in the Official Gazette on
21.01.2017.
11. The final extraordinary general meeting of the said Company was held
on 17.02.2017. The Voluntary Liquidator filed accounts of the said
Company in Form No. 156 and 157, as prescribed under Rule 329 and 331 of
the Companies (Court) Rules, 1959, for the period from 16.03.2016 to
27.08.2016, before the ROC and the OL. As per the statement of accounts, a
sum of Rs. 13,48,07,281.33/- was recovered during the winding up process,
out of which Rs. 4,62,912.33/- was expended towards payments to be made
and liquidation expenses, and Rs.13,43,44,369/- was returned to the
shareholder, Radiant Life Care Pvt. Ltd.
12. The directors of the said Company, Ms. Vandana Ramesh Pakle and
Mr. Naresh Kapoor, have furnished indemnity bonds, dated 29.03.2017,
stating that the said Company has no outstanding demand or claim or
liability from Income Tax/Sales Tax/Central Excise/Banks and Financial
Institutions or any other Central or State Governments,
Departments/Authorities or any local authorities, on account of the
operations of the said Company and that if any demands are raised by the
said departments, or other Government Authorities, the same would be paid
by the shareholders of the said Company.
13. The ROC has provided a no-objection certificate, dated 17.03.2017,
for the dissolution of the subject said Company.
14. The Income Tax Department has provided a certificate of no dues,
with respect to the subject said Company, dated 25.05.2018, stating therein
that as on date, there were no outstanding demands against the said
Company.
15. The OL has further submitted that the affairs of the said Company
have been conducted in a manner, not prejudicial to the interest of the
members, and is thus of the opinion that the said Company may be dissolved
with effect from the date of the filing of the petition.
16. Thus, having regard to the aforesaid facts and circumstances and the
record of the case, the prayer made in the petition is allowed and the said
Company is wound up and shall be deemed to be dissolved with effect from
the date of the filing of the present petition, i.e. 19.03.2018.
17. A Copy of the order be filed by the OL with the ROC within the
statutory period as per the Act.
18. The petition is accordingly disposed of in the aforesaid terms.
JAYANT NATH, J
AUGUST 27, 2018/SS
