Delhi High Court
In The Matter Of Bhartiya Antar ... vs .......... on 27 August, 2018
$~CP-49
* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of decision: 27.08.2018
+ CO.PET. No. 17/2018
IN THE MATTER OF BHARTIYA ANTAR RASHTRIYA
BYOPARI PRIVATE LIMITED (IN VOL. LIQN.) ....Petitioner
Through Mr. Kunal Sharma , Adv. for OL
CORAM:
HON'BLE MR. JUSTICE JAYANT NATH
JAYANT NATH, J. (ORAL)
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) for Voluntary Winding up of BHARTIYA ANTAR
RASHTRIY BYOPARI PRIVATE LIMITED (herein referred to as the
"said company") from the date of filing of the instant petition.
2. The record shows that the said Company in issue was incorporated on
12.11.2002, vide registration no. 117658. The Corporate Identity Number of
the said Company is U51909DL2002PTC117658. The registered office of
the said Company in issue is stated to be situated at DDA Flat No. 632, GF,
Block-B, PKT-A, Loknayak Puram, Bakkarwala, New Delhi. The main
objects, to be pursued by the Company, as stated in Clause III(A) of the
Memorandum of Association, are as follows -
a) To carry on in India or elsewhere, the business of exporters and
importers of manufactured and unmanufactured goods, agricultural
products, mineral oil, chemicals and all commodities including
machinery, plant etc. and as general merchants and commission
agents; and
b) To carry on the business, trade, manufacture or commercial operation
in any part of the world, in any merchandise, commodities, machinery,
capital goods, wares, produce and consumer goods of all kinds; and
c) To carry on, in any part of the world, business or trade of bankers,
financiers, capitalists, merchants, exporters, importers, underwriters,
insurance agents or brokers, landed proprietors, builders, contractors,
carriers by land and water, chemists, commission forwarding and
other agents, brokers, place goods merchants and suppliers of any
goods, articles or commodity.
3. The authorised share capital of the said company is Rs. 50,00,000/-
(Rupees Fifty Lakhs Only), divided into 5,00,000 (Five Lakh only) equity
shares of Rs. 10/- (Rupees Ten) each. The record shows that the paid-up
capital of the said Company is Rs. 30,88,750/- (Rupees Thirty Lakhs,
Eighty-Eight Thousand and Seven Hundred and Fifty only), divided into
3,08,875 equity shares of Rs. 10/-, each fully paid up. As per the records,
Ms. Ellen Mary Agarwal holds 124000 equity shares, Ms. Sunita Rana holds
184874 equity shares and Mr. Nauhar Rana holds 1 equity share.
4. The directors of the said Company in issue, as on the date of passing
the resolution of voluntary winding up, were Mr. Rajesh Attri and Mr. Suraj
Pal Rawat Singh.
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
16.12.2015, 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 said
company, an opinion had been formed that the said company would be able
to pay its debts in full within a period of six months 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 05.01.2016, at the registered office of the said
Company, where a special resolution for the voluntary liquidation of the
company was passed and Mr. Rajesh Attri was appointed as the Voluntary
Liquidator of the said Company at a remuneration of Rs. 10,000/- (Rupees
Ten thousand only).
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 06.02.2016. Further, the Voluntary Liquidator had filed notice of his
appointment, in Form 152, with the ROC, on 12.01.2016.
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
05.01.2016, in the newspaper, 'Business Standard', English and Hindi
editions, on 15.01.2016, and in the Official Gazette on 06.02.2016.
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 20.06.2017, in the newspaper, 'Business
Standard'(English and Hindi), on 24.05.2017, and in the Official Gazette on
17.06.2017.
11. The final extraordinary general meeting of the said Company was held
on 20.06.2017. The Voluntary Liquidator filed accounts of the said
Company in Form No. 156 and 157, as prescribed under Rule 329 and 331of
the Companies (Court) Rules, 1959, for the period from 05.01.2016 to
14.03.2017, before the ROC and the OL. As per the statement of accounts, a
sum of Rs. 32,26,661/- was recovered during the winding up process, out of
which Rs. 8,51,484/- was expended towards payments for legal charges and
liquidation expenses, and Rs.23,75,176/- was returned to the contributories.
12. The directors of the said Company, Mr. Rajesh Attri and Mr. Suraj Pal
Rawat Singh, have furnished indemnity bonds, dated 17.04.2018, stating that
to the best of their knowledge, the said Company has no outstanding dues on
account of Income Tax/Sales Tax or any other statutory dues towards any
Local/State/Central Government/ Statutory Authority and that if any
demands are raised against the Company, they shall indemnify the concerned
parties/departments/authorities of Local/State /Central Government of India.
13. The Voluntary Liquidator has filed an affidavit, stating that a full
enquiry was made into the affairs of the said Company, and that he had come
to the conclusion that the said Company had been able to repay all its debts,
in full, within a period of six months from the commencement of the
winding up.
14. The ROC has provided a no-objection certificate, dated 21.12.2017,
for the dissolution of the subject said Company.
15. The Income Tax Department has provided a certificate of no dues,
with respect to the subject said Company, dated 23.12.2016, stating therein
that as on date, there were no outstanding demands against the said
Company.
16. 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.
17. 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. 14.08.2018.
18. A Copy of the order be filed by the OL with the ROC within the
statutory period as per the Act.
19. The petition is accordingly disposed of in the aforesaid terms.
JAYANT NATH, J
AUGUST 27, 2018/SS
