Delhi High Court
In The Matter Of Ge Capital Asset ... vs .......... on 10 September, 2018
$~CP-16
* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of decision: 10.09.2018
+ CO.PET. No. 18/2018
IN THE MATTER OF GE CAPITAL ASSET MANAGEMENT
LTD. (IN VOL.LIQN.) ............Petitioner
Through Ms. Ruchi Sindhwani, Sr.
Standing Counsel and Ms.
Megha Bharara, Advs. for OL.
CORAM:
HON'BLE MR. JUSTICE JAYANT NATH
JAYANT NATH, J. (ORAL)
1. This petition is filed under section 497(6) of the Companies Act, 1956
(herein referred to as "the Act") by the Official Liquidator (OL), seeking
voluntary winding up of the COMPANY GE CAPITAL ASSET
MANAGEMENT LTD (In Vol. Liq.) (herein referred to as the "said
company") from the date of filing of the instant petition.
2. The said Company was incorporated under the provisions of the Act
on 20.10.1993, having Corporate Identity Number
U74899DL1993PLC055711 with Authorized capital of Rs.10,00,00,000
(Rupees Ten Crore only) divided into 1,00,00,000 (One Crore) equity shares
of Rs. 10/- (Rupees Ten) each.
3. The registered office of the said company is situated within the
territory of NCT of Delhi at Building 4, Link Road, Jangpura Extn. New
Delhi-110014.
4. The first promoters at the time of incorporation were Samir Kumar
Sen, Krishnaswami Srikanth, Asha Dev Raheja, Raju Ayalur Natarajan,
Satish Kumar Mandhana, Sanjeev Pandiya & Dipak Das Gupta.
5. At the time of Members Voluntary Winding up of the said company,
there were eight shareholders. The directors at the time of Members
Voluntary Winding-up were Raghuram Raju, Anil Chawla, Pradeep Kapur,
Sharad D. Abhyankar & Atul Sud. The financial position of the said
company as disclosed in the audited balance sheets ending as on 31.03.2002,
31.03.2001 & 31.03.2000 are also annexed to this petition.
6. Pursuant to the provisions of Section 490 of the Act and other
applicable provisions of the Act, the Annual General Meeting of the
members of the said company was held on 01.07.2002, wherein the
Declaration of Solvency was signed as prescribed under Form No. 149 and a
special resolution was passed whereby Raghuram Rajuwas appointed as the
Voluntary Liquidator of the said Company. That Sh. Raghuram Raju
thereafter resigned and Mr. Sanjeev Takkar and Mr. Vijay Dhingra
were appointed as the Voluntary Liquidators. Finally, Shri Nilanjan
Sinha & Shri Somesh Kumar were appointed as the Voluntary Liquidator
and Additional Liquidator in the Extraordinary General Meeting held on
30.06.2015.
7. That as per the requirement of Section 485 of the Act, the said
Company has published a notification in newspapers namely "The
Statesman" in English on 12.07.2002 and in "The Official Gazette" on
27.07.2002.
8. The notice of appointment of Voluntary Liquidator in Form 152 as
required under Section 516 of the Act read with Rule 315 of the Companies
(Court) Rules, 1959 was filed with Registrar of Companies (ROC). The
Voluntary Liquidator had also published Form 151 in the newspapers
"Millennium" in English and "Naya India" in Hindi on 20.07.2015 and in the
Official Gazette on 15.08.2015.
9. Further, pursuant to the provisions of Section 497 of the Act, the
Voluntary Liquidator has also published Form No.155 in the newspaper
namely "Millennium" in English and "Naya India" in Hindi on 21.11.2015
and in the Govt. Gazette on 12.12.2015 for Final Meeting on 25.11.2015.
10. The Final Meeting of the said company was held on 25.11.2015 and
the Voluntary Liquidator filed accounts of the said Company in Form No.
156 & 157 as prescribed under Rule 329 & 331 of the Companies (Court)
Rules, 1959 for the period from 27.06.2002 to 25.11.2015 before the ROC
on 05.12.2015 and the OL on 07.12.2015.
11. The OL has received No Dues Certificate from Income Tax
Department. The ROC informed that the said Company has not filed Form
No. 149, 151 & 155, however, on inquiry by the OL, the Voluntary
Liquidator stated vide letter dated 10.03.2017 that the said were filed by the
said Company. It was also informed by ROC vide letter dated 11.04.2018
that no matter with respect to inquiry, inspection, complaint, CSR and
prosecution is pending with respect to the said Company.
12. The Voluntary Liquidator has filed indemnity bond and an affidavit
dated 07.07.2016 & 04.10.2016 respectively with the OL undertaking that if
any tax/dues/liabilities etc. arise in future he shall be responsible for the
same.
13. The OL is also satisfied that the necessary compliance of Section 497
and other relevant provisions of the Act have been made and the affairs of
the said company have not been conducted in a manner prejudicial to the
interest of its members or to the public interest and the said company may be
dissolved.
14. In view of the foregoing and in view of the satisfaction accorded by
the OL by way of the present petition, the said company is hereby wound up
and shall be deemed to be dissolved with effect from the date of the filing of
the present petition i.e. 09.08.2018.
15. A copy of this order be filed by the OL with the ROC within the
statutory period, as provided for in the Act.
16. The petition is accordingly disposed of.
JAYANT NATH, J
SEPTEMBER 10, 2018/SS
