Delhi High Court
Kanu Exports Limited (In ... vs ... on 17 December, 2019
$~C-2
* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of decision: 17.12.2019
+ CO.PET. 22/2019
KANU EXPORTS LIMITED (IN VOL.LIQN.)..... Petitioner
Through Mr. D. Bhattacharya, Advocate for
Official Liquidator.
CORAM:
HON'BLE MS. JUSTICE JYOTI SINGH
JYOTI SINGH, J. (ORAL)
1. This is a company petition, preferred under Section 497 (6)
of the Companies Act, 1956. The prayer made in the petition is that
the subject company, i.e. Kanu Exports Limited, be dissolved from
the date of the filing of the instant petition.
2. The record shows that the subject Company was
incorporated on 05.03.1990, with the Registrar of Companies, NCT
of Delhi and Haryana. The Corporate Identity Number of the
Company is U36999DL1990PLC03408. The registered office of
the subject Company is stated to be situated within the territory of
the NCT of Delhi, at C-2/1, Vasant Vihar, New Delhi - 110057.
3. The authorised share capital of the company is Rs.
30,00,000/- (Rupees Thirty Lakhs Only), divided into 30,000
(Thirty Thousand only) with equity shares of Rs. 100/- each. The
record shows that the paid-up capital of the Company is Rs.
22,27,000/- (Rupees Twenty-Two Lakhs, Twenty-Seven Thousand
Only), divided into 22,270 equity shares of Rs. 100/-, each fully
paid up. As per the records, one Kanupriya held 50 shares, one
Mukesh Kumar Gombar held 8880 shares, one Mithilesh Dixit held
4440 shares, one Madan Gopal Gombar held 10 shares, one
Pradeep Kumar Chawla held 4440 shares, one S.K. Batra held 10
shares and one Vipin Mahajan held 4440 shares.
4. The Directors of the Company in issue, as on the date of
passing the Resolution of voluntary winding up, were Mukesh
Kumar Gombar, Pradeep Kumar Chawla and Gandharv Gombar.
5. The Board of Directors of the Company, in their meeting
held on 30.05.2013, executed and approved a declaration of
solvency, which stated that after having made a full inquiry into the
affairs of the company, an opinion had been formed that the
company would be able to pay its debts in full, within a period of
six months from the commencement of the winding up. The
declaration of solvency was accompanied by a statement of the
company's assets and liabilities as on 31.03.2013. The said
declaration was filed with the Registrar of Companies, NCT of
Delhi & Haryana, New Delhi, on 01.06.2013, in Form 149, as
prescribed under Rule 313 of the Companies (Court) Rules, 1959
and Section 488 of the Companies Act, 1956.
6. An extra-ordinary general meeting of the members of the
Company was held on 15.07.2013, at the registered office of the
Company, where a Special Resolution for the voluntary liquidation
of the company was passed and one Mr. Abhishek Mohan Sinha
was appointed as the Voluntary Liquidator of the Company.
7. The Voluntary Liquidator published the Notification of his
appointment, as required under Section 516 of the Companies Act,
1956, read with Rule 315 of the Companies (Court) Rules, 1959 in
Form No. 151, in the Official Gazette on 14.09.2013 and in the
newspaper, 'Business Standard (English and Hindi Editions), on
16.07.2013. Further, the Voluntary Liquidator had filed notice of
his appointment, in Form 152, with the Registrar of Companies, on
16.07.2013.
8. The Voluntary Liquidator, as required under Section 497 of
the Companies Act, 1956, read with Rule 329, published the
notification, in Form No. 155, regarding the holding of the final
general meeting, on 20.05.2014 in the newspapers, 'Business
Standard' (English and Hindi Edition) on 04.04.2014.
9. The final extraordinary general meeting of the Company was
held on 20.05.2014.
10. The Voluntary Liquidator has filed accounts of the Company
in Form No. 156 and 157, as prescribed under Rule 329 and 331 of
the Companies (Court) Rules, 1959, for the period from 15.07.2013
to 31.03.2014 (being the date of the completion of the winding-up
process), before the Registrar of Companies, NCT Of Delhi and
Haryana, on 28.05.2014, within the prescribed period. As per the
statement of accounts of the winding up process, a total of Rs.
20,31,278.29/- was recovered during the winding up process. A
sum of Rs. 41,500/- was expended towards renumeration of the
Liquidator and a sum of Rs. 55,000/- towards cost of publication of
notices. A sum of Rs. 19,34,778.29/- was returned to the
contributories.
11. The Voluntary Liquidator has furnished a 'no dues'
certificate, dated 28.11.2018, stating that the Company had no
outstanding dues, as on date.
12. The Voluntary Liquidator has also furnished a no dues
certificate, dated 17.10.2018, from the Income Tax Department,
stating that the subject Company has no dues towards Income Tax.
13. The Registrar of Companies has provided a letter, dated
09.03.2016, stating that the necessary documents and forms have
been filed by the Company and that it has no objection to the
dissolution of the subject Company.
14. The Voluntary Liquidator has submitted a certificate, dated
28.11.2018, stating that the subject Company did not have any
bank accounts as on the said date.
15. That the Voluntary Liquidator has submitted an affidavit,
dated 28.11.2018, undertaking to indemnify the concerned
parties/departments/authorities of Local/state/Central Government
of India, if any dues/shortage/tax Liabilities arise in future in
relation with the Company.
16. The Official Liquidator has further submitted that the affairs
of the Company have been conducted in a manner, not prejudicial
to the interest of the members, and is thus of the opinion that the
Company may be dissolved with effect from the date of the filing
of the petition.
17. 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 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. 26.11.2019.
18. Copy of the order be filed by the Official Liquidator with the
Registrar of Companies within the statutory period as per the
Companies Act, 1956.
19. The petition is disposed of in the aforesaid terms.
JYOTI SINGH, J
DECEMBER 17, 2019
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