Delhi High Court
Avtar Manufacturing Private ... vs ........... on 16 March, 2018
$~CP-44
* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of Decision: 19.03.2018
+ CO.PET.06/2018
IN THE MATTER OF AVTAR MANUFACTURING PRIVATE
LIMITED (IN VOL. LIQN.) .................... Petitioner
Through Mr.D. Bhattacharya,
Standing Counsel for the Official
Liquidator with Dr. Ramesh Kumar,
Dy. Official Liquidator
CORAM:
HON'BLE MR. JUSTICE JAYANT NATH
JAYANT NATH, J. (ORAL)
1. This is a petition filed 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 the company, namely, M/s AVTAR
MANUFACTURING 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 02.02.2012, under the provisions of the Act and has a
Corporate Identity Number U25209DL2012PTC230939, maintained with
the Registrar of Companies (ROC), NCT of Delhi & Haryana.
3. The said Company is stated to have been in the business of
manufacturing and dealing in stationary items, with an authorized share
capital of the company Rs.25, 00,000 (Rupees Twenty Five Lac only),
divided into 2,50,000 (Two Lakh fifty thousand) equity shares of Rs. 10/-
each and a paid-up capital of Rs. 18,05,000/-(Rupees Eighteen Lakh Five
thousand only) divided into 1,80,500 (One Lakh Eighty thousand five
Hundred) equity shares of Rs. 10/- each.
4. The registered office of the said company is situated within the
territory of NCT of Delhi at 4379/4, 1st Floor, Ansari Road, Daryaganj,
Delhi-110002.
5. At the time of passing of the special resolution for members'
Voluntary Winding up, i.e. on 24.01.2017, there were three directors for the
said company namely, Mr. Amit Gupta, Ms. Rosy Gupta and Mr. Ashutosh
Gupta having shares of 1,53,400 for Mr. Amit Gupta; 23,800 for Ms. Rosy
Gupta; 3,200 for Mr. Ashutosh Gupta and 100 shares to Amit Gupta (HUF).
6. Pursuant to the provisions of Section 490 of the Act and other
applicable provisions of the Act, where an Extraordinary General Meeting
of the members dated 24.01.2017 passed a special resolution, whereby Mr.
Umesh Agaarwal, Company Secretary, having his residence at 645,
Kayasthwara, Rewari-123401, was appointed as the Voluntary Liquidator,
for total remuneration of Rs. 25,000/- per month, in addition to the costs,
charges and expenses for undertaking the assignment of winding up of the
said company. In the said meeting the Board of Directors also executed a
Declaration of Solvency, wherein it was declared by all Directors of the
said Company that they have made a full enquiry into the affairs of this
Company, and having done so, they formed an opinion that the said
Company has no debts, and also filed the same with the office of the ROC
in Form 149 as prescribed under Section 488 of the Act read with Rule 313
of the Companies (Court) Rules, 1959. They further appended a statement
of the company's assets and liabilities as at 16.01.2017, being the latest
practicable date before making of their declaration.
7. Post the passing of the aforesaid special resolution for Voluntary
winding up, and the appointment of Voluntary Liquidator thereof, the
Voluntary Liquidator filed Form No. 152 before the ROC on 14.02.2017,
and also gave out notice of his appointment under Rule 315 of the
Companies (Court) Rules, 1959 in Form 151, published in the Official
Gazette on 25.02.2017, in respect of her appointment. The said notification
of the appointment of the Voluntary Liquidator was also published in
newspapers "Millenium Today" (English) and "Awam-E-Hind" (Hindi) on
03.02.2017, and in "The Gazette of India" on 25.02.2017.
8. Pursuant to the provisions of Section 497 of the Act, whereby,
pertaining to the required notifications issued by the Voluntary Liquidator in
newspapers "Millenium Today" (English) and "Awam-E-Hind" (Hindi) on
13.02.2017 and also in the Official Gazette published on 04.03.2017, with
respect to the Final meeting that was to be held on 16.03.2017.
9. Pursuant to the above notification, the Final Extraordinary General
Meeting was held on 16.03.2017, whereby the accounts related to the
winding up of the said Company were approved. The Voluntary Liquidator
then filed the accounts of the said Company in Form No. 156 & 157 for the
period - 24.01.2017 to 11.02.2017 before the ROC, and to the OL on
18.03.2017 and 21.03.2017 respectively. The said accounts submitted by
Voluntary Liquidator show that post the net realization from the available
assets of the said Company, and deduction of the Voluntary Liquidator's
remuneration, costs and expenses, a sum of Rs. 13,88,942/-, Rs. 2,15,556/-,
Rs. 28,926/- and Rs. 818/- was paid off to the Shareholders of the Company,
namely, Mr. Amit Gupta, Ms. Rosy Gupta, Mr. Ashutosh Gupta and Amit
Gupta (HUF), respectively.
10. The OL has now received No Objection Certificates dated 01.06.2017
and 20.03.2017 from the ROC and the Income Tax Department respectively,
with respect to the winding- up of the said Company. Further, the Voluntary
Liquidator has filed an Indemnity Bond dated 20.03.2017 before the OL
thereby undertaking to "pay and settle all lawful claims arising in future
after the winding up of the company and indemnify any person for any
losses that may arise pursuant to Winding-up of the Company."
Additionally, the Directors of the said Company have filed affidavits with
the OL stating that as on date, the said company does not have any dues
towards Income Tax/Sales Tax/Central Excise/Bank, Financial Institution;
any Central or State Government Department/Authorities or Local
Authorities. The Voluntary Liquidator and the Ex-directors have also
undertaken to indemnify any person for such losses, valid claim and
liability, in case of any loss(es) to any person, or any valid claim and
liability arising to any person after the winding up of the said company.
11. Thus, the OL has scrutinized the records submitted by the Voluntary
Liquidator, and has recorded satisfaction that necessary compliances of
Sections 484 to 497 and other relevant provisions of the Act read with the
Companies (Court) Rules, 1959 have been made, and that the affairs of the
said Company have not been conducted in a manner prejudicial to the
interest of its members or to the public. The OL, in these circumstances, has
sought dissolution of the said Company from the date of filing of the
petition i.e. 25.01.2018.
12. The aforesaid discussion shows that the due compliances have been
observed with by the Voluntary Liquidator and the Directors of the said
Company, and resultantly a satisfaction has been recorded by the OL that all
necessary compliances under the Act have been met by them. In view of the
same, the said Company is ordered to be dissolved with effect from
25.01.2018, i.e. from the date of the filing of the present company petition.
Copy of this Order be filed by the OL with the concerned ROC within the
statutory period as per the Act.
13. A copy of this order be filed by the OL with the ROC within the
statutory period as per the provisions of the Act.
14. The petition is accordingly disposed of in the aforesaid terms.
JAYANT NATH, J
MARCH 19, 2018/SS
