Delhi High Court
Westat India Social Sciences ... vs .......... on 12 October, 2018
$~CP-33
* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of decision: 12.10.2018
+ CO.PET. No. 23/2018
WESTAT INDIA SOCIAL SCIENCES PRIVATE LTD. (IN
VOL.LIQN.) .............Petitioner
Through Mr.Kunal Sharma, Advocate on
behalf of OL
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 WESTAT INDIA SOCIAL SCIENCES PRIVATE
LTD. (IN VOL.LIQN.) (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
21.01.2010, vide registration no. 198229, with the Registrar of Companies
(ROC), NCT of Delhi and Haryana. The Corporate Identity Number of the
said Company is U74900DL2010FTC198229. The registered office of the
said Company in issue is stated to be situated at 301-303, Tolstoy House, 15
Tolstoy Marg, New Delhi - 110001.
3. The authorised share capital of the said company is Rs.85,00,000/-
(Rupees Eighty-Five Lakhs Only), divided into 8,50,000 (Eight lakh, Fifty
Thousand only) equity shares of Rs.10/- (Rupees Ten) each. The record
shows that the paid-up capital of the said Company is Rs.80,93,490/-
(Rupees Eighty Lakhs, Ninety-Three Thousand, Four Hundred and Ninety
only), divided into 8,09,349 (Eight Lakh, Nine Thousand, Three Hundred
and Forty-Nine Only) equity shares of Rs.10/-, each fully paid up. As per the
records, Westat Inc., USA through Mr.Balinder Singh holds 8,09,339 shares
and Mr.Ravi Oberoi holds 10 shares.
4. The directors of the said Company in issue, as on the date of passing
the resolution of voluntary winding up, were Mr.Ravi Oberoi, Mr.Balinder
Singh, Mr. Peter Raymond Gill, Mr.Jawaharlal Buddhavarapu and Ms.Eileen
Patricia Espey English.
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 and 31.01.2016.
6. The Board of Directors of the said Company in their meeting held on
05.02.2016, executed and approved a declaration of solvency, which 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 six months from the
commencement of the winding up. A statement of the said Company's assets
and liabilities, as on 31.01.2016, being the latest practicable date before the
making of the declaration, has also been filed.
7. 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 29.02.2016, at the registered
office of the said Company, where a special resolution for the voluntary
liquidation of the said company was passed and Mr.Vineet Ojha was
appointed as the Voluntary Liquidator of the said Company, at a
remuneration of Rs.2,00,000/-.
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 09.04.2016 and in the newspapers, 'Business Standard', English and
Hindi editions, on 12.03.2016 and 14.03.2016 respectively. The Voluntary
Liquidator had also filed notice of his appointment, in Form 152, with the
ROC on 29.02.2016.
9. The Voluntary Liquidator, as required under Section 497(1) of the
Act, the final extraordinary general meeting of the said Company was held
on 27.02.2017. 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 29.02.2016 to
27.02.2017, before the ROC and the OL.
10. As per the statement of accounts, a sum of Rs.1,60,03,696.42/- was
recovered during the winding up process, out of which Rs.33,58,162/- was
expended towards legal and professional charges, Rs.2,30,000/- towards the
liquidator's remuneration, Rs.53,796.31 towards the cost of possession and
maintenance of estates, Rs.52,320/- towards bank charges, Rs.22,423.75/-
towards the cost of publication of notices and Rs.37,16,702.06/- towards
incidental outlay. A sum of Rs.11,50,000/- is stated to have been paid to the
creditors, Rs.18,41,638/- towards advance tax and Rs.80,93,490/- returned to
the contributories. Further, a sum of Rs.12,01,866.36/- stated to be lying the
bank account of the said Company is said to have been paid in full to the
contributories.
11. The directors of the said Company, Mr.Ravi Oberoi and Mr.Balinder
Singh, have furnished indemnity bonds, dated 08.01.2018, stating that the
said Company has no outstanding demand on account of Income Tax or any
other statutory dues towards any Local/State/Central Government/Statutory
Authority and further undertaking to indemnify the concerned parties in case
any such demand arises in the future.
12. The ROC has provided a no-objection certificate, dated 21.12.2017,
for the dissolution of the said Company.
13. The Income Tax Department has provided a certificate of no dues,
with respect to the said Company, dated 20.07.2016, stating therein that as
on date, there were no outstanding demands against the said Company.
14. 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.
15. 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. 09.10.2018.
16. A Copy of the order be filed by the OL with the ROC within the
statutory period as per the Act.
17. The petition is accordingly disposed of in the aforesaid terms.
JAYANT NATH, J
OCTOBER 12, 2018/SS
