Delhi High Court
In The Matter Of Ge Indian Services ... vs ........... on 5 January, 2018
$~CP-23
* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of Decision: 05.01.2018
+ CO.PET. 01/2018
IN THE MATTER OF GE INDIAN SERVICES HOLDING
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 petition is preferred under Section 497 (6) of the Companies
Act, 1956 (herein referred to as "the Act") by the Official Liquidator (OL)
for the Voluntary Winding Up of GE Indian Services Holding Private
Limited (herein referred to as the "said company") from the date of filing of
the present petition.
2. A perusal of the petition shows that the said Company was
incorporated on 27.12.1999, under the provisions of the Act with the
Registrar of Companies (ROC), NCT of Delhi & Haryana, New Delhi vide
registration no. 102990 having Corporate Identity Number
U72200DL1999PTC102990.
3. The registered office of the said company is situated within the
territory of NCT of Delhi in 401,402, 4th Floor, Aggarwal Millenium Tower,
E-1,2,3, Netaji Subhash Place, Wazirpur, New Delhi - 110034.
4. The record of the said company filed with this petition shows that 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 paid-up capital of the said
Company is Rs. 1,87,32,690/- (Rupees One Crore, Eighty-Seven Lakh,
Thirty-Two Thousand, Six Hundred and Ninety Only). In which, GE India
Ventures, LLC holds 18,73,268 shares of a face value of Rs. 10/- each, and
General Electric Capital Services Indian Investments, LLC holds 1 share,
having a face value of Rs. 10/-.
5. At the time of passing the resolution of Voluntary Winding Up, there
were two Directors of the said Company, namely, Mr. Rupak Saha and Mr.
Nitin Garg. The financial position of the said company is disclosed in its
audited Balance sheet for the financial years ending on 31.03.2013,
31.03.2014 and for the period upto 31.12.2014, in the financial year 2014-
15, which is annexed to this present petition.
6. Pursuant to the provisions of Section 490 of the Act and other
applicable provisions of the Act an Extra Ordinary General Meeting of the
Members of the said Company was held on 05.02.2015, whereby,
Declaration of Solvency was executed and approved and the same was filed
with the ROC, 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 three years from the
commencement of the winding up.
7. An Extra Ordinary General Meeting of the Members of the said
Company was held on 10.02.2015, where a Special Resolution for the
Voluntary Liquidation of the said company was passed and Mr. Rupak Saha,
Mr. K.R. Radhakrishnan and Mr. Amit Rana were jointly appointed as the
Voluntary Liquidators. The Voluntary Liquidators gave their appointment
notices as per the rules prescribed under the Companies (Court) Rules, 1959
and published the notification, as required under Section 485 of the Act, in
the newspapers 'Business Standard'(English) and 'Hari Bhumi'(Hindi), on
14.02.2015. The said notice was also published in the Official Gazette on
07.03.2015. Further, as per Section 516 of the Act read with Rule 315 of the
Companies (Court) Rules, 1959, the Voluntary Liquidators had also filed
notices of their appointment, in Form 152, with the ROC, on 16.02.2015.
8. The Voluntary Liquidators, as required under Section 497 of the Act,
published the notification regarding the holding of the Final Extra Ordinary
General Meeting on 31.01.2017. The said notification was published in the
newspapers 'Business Standard' (English) and 'Hari Bhumi'(Hindi), on
17.12.2016, and in the Official Gazette on 21.01.2017. The Voluntary
Liquidators have filed Final Accounts of the said Company for the period
spanning between 10.02.2015 and 15.12.2016 with the ROC and the OL.
9. The Voluntary Liquidators have furnished a Joint Affidavit, dated
28.03.2017, stating that as on date, there were no dues pending against the
said Company with any government/ statutory authority.
10. The Income Tax Department had issued a demand Notice of Rs.
86,531/- on 25.02.2015 which was paid by the said company vide Challan
No. ITNS 280. The ROC has furnished its No Objection Certificate (NOC),
which is dated 08.08.2017, for the dissolution of the said Company.
11. Thus, the OL is satisfied that the necessary compliance of Section 497
and other relevant provision of the Act as applicable thereto have been made
expect under section 488(2) of the Act. 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. 05.12.2017.
12. A copy of this order be filed by the OL with the ROC within the
statutory period as per the provisions of the Act.
13. The petition is accordingly disposed of in the aforesaid terms.
JAYANT NATH, J.
JANUARY 05, 2018/SS
corrected and signed on 09.03.2018
