Delhi High Court
In The Matter Of Cellcast ... vs .......... on 19 November, 2018
$~CP-71
* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of decision: 19.11.2018
+ CO.PET. 61/2015 and CA 1328/2018
IN THE MATTER OF CELLCAST INTERACTIVE INDIA
PVT. LTD. (IN VOL.LIQN.) ..... Petitioner
Through Mr.Kunal Sharma, Adv. for OL
CORAM:
HON'BLE MR. JUSTICE JAYANT NATH
JAYANT NATH, J. (ORAL)
CA No.1328/2018
1. The petition is filed under sections 433, 434 and 439 of the
Companies Act, 1956 (hereinafter referred to as "the Act"), for winding up
of Cellecast Interactive India Private Limited (in liquidation) (herein
referred to as the "said company").
2. It is stated that the OL was appointed as the Provisional Liquidator by
the order of this court dated 13.03.2018 in the said company. Citations of the
said appointment are published in the leading newspapers 'Statesman'
(English) and 'Jansatta' (Hindi).
3. It is further stated that an application being C.A. 1328/2018 has been
filed by the Official Liquidator (OL) under Section 481 of the Act wherein it
is prayed that the said company be dissolved and the OL be discharged as its
Liquidator.
4. The respondent company is a company incorporated on 27.10.2005,
under the provisions of the companies Act, 1956. Having the company
identification number (CIN) U6420IDL2005PTCI42I60.
5. The registered office of the said company was situated at C-114, 1st
floor, Fateh Nagar, Jail Road, New Delhi, Delhi-110018. The possession of
the same, was not taken as the said premises was not owned by the
Company. Further, the Official Liquidator is stated to have visited other
offices of the Company, situated at 1 st Floor, Alfa Vista, Tower - 2,
1406/15, Off Chincholi Bunder, Link Road, Behind Inorbit Mall, Bombay
Brother Compound, Malad (W), Mumbai and at 603/604, Block - A,
Prathemesh Raghuvanshi Mills Compound, Senapati Bapat Marg, Lower
Parel, Mumbai, however, possession of the said offices was also not taken as
they were found to be not owned by the Company.
6. Notices were issued to the Income Tax Department, Sales Tax,
Provident Fund, GPO Delhi/GPO New Delhi and the Registrar of
Companies, NCT of Delhi & Haryana, on 30.05.2018.
7. Further, notices under Sections 454, 456, 468 and 477 of the
Companies Act, 1956 and Rule 130 of the Companies (Court) Rules, 1959,
were issued, to the ex-directors of the Respondent Company on 30.05.2018,
pursuant to which, Sh. Pankaj Govind Thakkar and Sh. Jaideep Narula are
stated to have appeared before the Official Liquidator, on 13.07.2018. It has
been further stated that as per the statement recorded by the ex-directors and
the examination of the records of the Company, the Company does not have
any assets.
8. The Official Liquidator further states that though the balance sheet of
the Company shows that an amount of Rs.8,20,471/- was available as cash
and bank balances, as on 31.03.2015, according to the statement of affairs
filed by the ex-directors, and the statement recorded under Rule 130, reveals
that as on the date of the appointment of the Provisional Liquidator, the
Company did not have any funds.
9. Though at Paragraph 14 of the application it is stated that no funds or
assets are available in the Company, at paragraph 16 of the application, it
has been stated that a sum of Rs.9,10,183.32/- is available as cash balance
with the Official Liquidator, with respect to the Respondent Company and
that a claim has been received from the Income Tax Department. Learned
Counsel for the Official Liquidator has clarified that the said averment is a
typographical error, and that the position as stated in Paragraph 14 is the
correct position. Thus, The Official Liquidator states that in view of the non-
availability of any assets or funds, no claims have been invited against the
Respondent Company.
10. The Learned Counsel for the Official Liquidator states that there are
no realizable assets left in the hands of the Official Liquidator and prays that
the Respondent Company be dissolved. He relies upon the judgment of the
Hon'ble Supreme Court in Meghal Homes (P) Ltd. vs. Shree Niwas Ginni
K.K. Samiti & Ors., (2007) 7 SCC 753, the relevant portion of which is as
follows -
"...when the affairs of the Company had been completely would
up, or the court finds that the Official Liquidator cannot
proceed with the winding up of the Company for want of funds
or for any other reason, the court can make an order dissolving
the Company from the date of that order."
11. In view of the aforesaid, the application is allowed.
CO. PET. 61/2015
12. The OL is appointed as the liquidator of the Company. The
Respondent Company is dissolved, and the OL is discharged as the
Liquidator of the Company. The audit of the half-yearly/annual accounts of
the Company is dispensed with and the Official Liquidator is permitted to
close the books of accounts of the Company, after adjusting the losses from
the Common Pool Fund.
13. The petition stands disposed off.
JAYANT NATH, J.
NOVEMBER 19, 2018/sp
corrected and released on: 22.12.2018
