Delhi High Court
Pearl Polyvinyl Pvt.Ltd.(In Vol. ... vs ... on 23 December, 2019
$~C-21
* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of decision: 23.12.2019
+ CO.PET. 30/2019
PEARL POLYVINYL PVT. LTD. (IN VOL. LIQN.)
..... Petitioner
Through: Ms.Sangeeta Chandra, Advocate
for Official Liquidator.
CORAM:
HON'BLE MS. JUSTICE JYOTI SINGH
JYOTI SINGH, J. (ORAL)
1. The present petition has been filed under Section 497(6) of The
Companies Act, 1956 (herein referred to as "the Act") by the Official
Liquidator seeking dissolution of the Company PEARL POLYVINYL
PVT. LTD. (in Members‟ Voluntary Liquidation).
2. The said Company was incorporated under the name - „Flexo Films
Private Limited‟ on 16.11.1973 having Corporate Identity Number
U25209DL1973PTC006953. Later, the name of the Company was
changed to Pearl Polyvinyl Pvt. Ltd. on 31.03.1984.
3. The registered office of the Company (in Vol. Liqn.) was situated
within the territory of NCT of Delhi at A 8, Naraina Industrial Area,
Phase II, Delhi.
4. The Company (in Vol. Liqn.) was having Authorized Share Capital
of Rs.25,00,000/- (Rupees Twenty Five Lacs) divided into 25,000
(Twenty-Five Thousand) equity shares of Rs.100/- (Rupees One
Hundred) each. The Paid-Up Share Capital was Rs.21,00,000/- (Rupees
Twenty-One Lacs) divided into 21,000 (Twenty-One Thousand) equity
shares of Rs.100/- (Rupees One Hundred) each.
5. The first promoters at the time of incorporation were Mrs. Madhu
Seth and Mrs. Suneeta Seth.
6. At the time of Members‟ Voluntary Winding up of the petitioner
Company, there were 14 shareholders. The Directors at the time of
Members‟ Voluntary Winding up were Mr. Chand Seth, Mrs. Madhu Seth
and Mrs. Rita Seth. The financial position of the Company as disclosed in
the audited balance sheets ending as on 31.03.2003 and 31.03.2002 are
annexed to the petition.
7. From the MCA portal it is observed that there were two charges
created in favour of Bank of Baroda and Punjab National Bank for an
amount of Rs. 48,53,000/- and Rs. 1,50,000 in the year 1992 and 1974
respectively which are not satisfied. However, as per the audited Financial
Statements for the year 2002-03 there is no outstanding
Secured/Unsecured debt.
8. The prescribed Form No. 149 for the Declaration of Solvency was
filed with the Registrar of Companies on 08.01.2004.
9. Pursuant to the provisions of Section 484(1) and other applicable
provisions of the Act, the Extra-ordinary General Meeting (EGM) of the
members of the said Company was held on 10.02.2004 and a special
resolution was passed whereby, Mr. H. K. Midha was appointed as the
Voluntary Liquidator of the Company.
10. As per the requirement of Section 485 of the Act, the Company has
published a notice in the newspaper namely "The Financial Express"
(English) on 21.02.2004 as well as in the Official Gazette (English) on
06.03.2004 respectively.
11. The notice for appointment of Voluntary Liquidator in Form 152 as
required under Section 516 read with Rule 315 of the Companies (Court)
Rules, 1959 was filed with Registrar of Companies. The Voluntary
Liquidator has also published Form 151 for his appointment in the
Official Gazette (English) on 20.03.2004.
12. Further, pursuant to the provisions of Section 497 of the Act, the
Liquidator has also published Form No. 155 in the daily newspapers
namely „The Financial Express‟ (English) on 28.06.2005 & „Jansatta‟
(Hindi) on 17.07.2005 and in Official Gazette (English & Hindi) on
30.07.2005 for convening the final meeting to be held on 08.08.2005.
13. The Final Meeting of the said Company was held on 08.08.2005
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 10.02.2004 to 27.06.2005 with
the Official Liquidator on 16.08.2005 & before the Registrar of
Companies, NCT of Delhi & Haryana, New Delhi on 12.08.2005.
14. The Bank Statement of Bank of Baroda, K. G. Marg for the period
from 01.02.2000 to 16.12.2003 signifies account closure date on
04.02.2002.
15. The Official Liquidator has received No Objection Certificate from
the Registrar of Companies and a No Dues Certificate from the Income
Tax Department.
16. The Official Liquidator has indicated satisfaction 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.
17. On a perusal of the above mentioned facts, the documents annexed
with the petition and the satisfaction accorded by the Official Liquidator
by way of the present petition, the Company with the name PEARL
POLYVINYL PVT. LTD. is hereby wound up and shall be deemed to be
dissolved with effect from the date of the filing of the present petition.
18. A copy of this order be filed by the Official Liquidator with the
Registrar of Companies within the statutory period, as provided for in the
Act.
19. The petition is accordingly disposed of.
JYOTI SINGH, J
DECEMBER 23, 2019
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