Delhi High Court
In The Matter Of Pastor Securities ... vs .......... on 26 September, 2018
$~CP-55
* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of decision: 26.09.2018
+ CO.PET. No. 19/2018
IN THE MATTER OF PASTOR SECURITIES LIMITED (IN
VOL.LIQN.) .....Petitioner
Through Ms. Sangeeta Chandra, 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 PASTOR SECURITIES LIMITED
(IN VOL.LIQN.) (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 11.01.1995 having Corporate Identity Number
U67120DL1995PLC064264 with the Registrar of Companies (ROC), NCT
of Delhi & Haryan having its registered office situated at IInd Floor, 10
Nehru Bazar, Panchkuian Road, New Delhi - 110055.
3. The said Company was having authorized share capital of
Rs. 25,00,000/- (Rupees Twenty Five Lacs) divided into 2,50,000 (Two Lacs
Fifty Thousand) equity shares of Rs.10/- (Rupees Ten) each. The Paid-Up
Share Capital was Rs.5,00,000/- (Rupees Five Lacs) divided into 50,000
(Fifty Thousand) equity shares of Rs.10/- (Rupees Ten) each.
4. The first promoters at the time of incorporation were 8 individuals
namely, Mr. Krishan Gopal Gupta, Mrs. Manju Gupta, Mrs. Neelam Goyal,
Mr. Deepak Singla, Mr. Anup Singla, Mr. Pritam Dev Singla, Mr. Shiv
Singla, and Mr. Dewan Chand Goyal.
5. At the time of Members' Voluntary Winding up of the said Company,
there were 12 shareholders and four Directors, namely, Shri Deepak Singla,
Ms. Neelam Goyal, Mr Anup Singla and Ms. Manju Gupta. The financial
position of the said Company as disclosed in the audited balance sheets
ending as on 31.03.1999 and 31.03.2000 are also annexed to the petition.
6. The Declaration of Solvency in Form No. 149 of the Companies
(Court) Rules, 1959 along with the Statement of Assets & Liabilities has
been filed with the ROC pursuant to the provisions of Section 488 of the Act
read with Rule 313 of the Companies (Court), Rules, 1959 on 11.04.2001
vide REC. No.: 871 and is on record.
7. As a long time has elapsed since the filing of the Declaration of
Solvency and no specific affidavit of the Directors was filed along with the
Declaration of Solvency in 2001, the Declaration of Solvency has been
verified by a current affidavit dated 23.07.2018 of each of the Directors
stating that the contents of the Declaration of Solvency as filed in 2001 were
true and correct to the best of their knowledge at the time when the
declaration was filed and continues to be correct till date.
8. Pursuant to the provisions of Section 484(1) and other applicable
provisions of the Act, the Extra-ordinary General Meeting (EGM) of the said
Company was held on 23.04.2001 at the registered office of the said
Company and a special resolution for voluntary winding up of the said
Company was passed whereby, Mr. Pritam Dev Singla s/o of Late Sh.
Jagdish Rai, r/o V-13, Green Park Main, New Delhi was appointed as the
Voluntary Liquidator of the said Company pursuant to the provisions of
Section 490 of the Act charging only the actual liquidation expenses. In this
regard Form No. 23 has been filed with the ROC on 04.05.2001.
9. As per the requirement of Section 485(1) of the Act, the said
Company has published a notice for members' voluntary winding up and
the notice for appointment of Voluntary Liquidator in Form 152 as required
under Section 493 of the Act read with Rule 315 of the Companies (Court)
Rules, 1959 was published in the 'The Gazette of India' on 26.05.2001 and
in the English newspaper namely 'The Statesman' on 05.05.2001. Notice for
appointment of Voluntary Liquidator of the said company was also filed
with ROC on 04.05.2005
10. The Voluntary Liquidator, in his statement of accounts in Form No.
156 stated that the affairs of the said Company were fully wound up on
17.10.2001. Further, pursuant to the provisions of Section 497, the Voluntary
Liquidator has also published the notice convening final general meeting of
the company in Form No. 155 in 'The Gazette of India' on 17.11.2001 and
in English language newspaper namely 'The Statesman' on 02.11.2001 for
calling the final general meeting.
11. The Final General Meeting of the said Company was held on
10.12.2001 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 23.04.2001 to
17.10.2001 with the OL on 14.01.2002 & before the ROC on 10.01.2002.
12. It has been stated in the petition that the Voluntary Liquidator - Mr.
Pritam Dev Singla has expired on 18.03.2007 and therefore, all further
correspondence with this office has been done through his son - Mr. Deepak
Singla, Ex-Director in the said Company
13. As the Voluntary Liquidator is no longer alive, the contributories/the
said Company have filed indemnity bond dated 15.01.2018 with the OL
undertaking that in case of any claim, losses, or damages that may be
suffered by any claimant because of the dissolution of said company arising
post dissolution of the said Company, they undertake to indemnify
Government of India/ President of India/ claimants through OL for any
losses, damages, costs claim, demands, risks actions proceedings liabilities
that may occur due to dissolution of this company to the extent of amount
received by them.
14. The OL has received No Objection from the ROC on 23.05.2002 and
No Dues Certificate from Income Tax Department on 20.04.2018.
15. The OL has scrutinized the records submitted by the Voluntary
Liquidator and has recorded satisfaction that necessary compliances of
Section 497 of the Act and the other relevant provisions of the Act have been
made and that the affairs of the Company have not been conducted in a
manner prejudicial to the interest of its members or to the public.
16. 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. 24.08.2018.
17. A copy of this order be filed by the OL with the ROC within the
statutory period, as provided for in the Acts.
18. The petition is accordingly disposed of.
JAYANT NATH, J
SEPTEMBER 26, 2018/SS
