Delhi High Court
Hitachi Transport System India ... vs .......... on 17 July, 2019
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* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of decision:17.07.2019
+ CO.PET. 16/2019
HITACHI TRANSPORT SYSTEM INDIA
PRIVATE LIMITED(IN VOL.LIQN.) ..... Petitioner
Through Mr.Kunal Sharma, Adv. for the Official
Liquidator.
CORAM:
HON'BLE MR. JUSTICE JAYANT NATH
JAYANT NATH, J. (ORAL)
1. This is a company petition, preferred under Section 497 (6) of the
Companies Act, 1956(herein referred to as "the Act"), by the Official
Liquidator (OL). The prayer made in the petition is that the subject
company, i.e. Hitachi Transport System India Private Limited (herein
referred to as the "said company"), may be wound up and finally dissolved
from the date of the filing of the instant petition.
2. The record shows that the said Company in issue was incorporated on
12.11.2007, vide Registration No. - 170306, with the Registrar of
Companies (ROC), NCT of Delhi and Haryana. The Corporate Identity
Number of the Company is U60231DL2007FTC170306.
3. The registered office of the said Company in issue is stated to be
situated at 212, DLF Galleria, Mayur Vihar Phase-I Extension, New Delhi -
110091.
4. The authorised share capital of the company, at the time of
incorporation of the company, was Rs. 12,00,00,000/- (Rupees Twelve
Crores Only), divided into 12,00,00,000 (Twelve Crore only) equity shares
of Re. 1/- each. Subsequently, vide a special resolution passed by the
members of the said Company in issue, in an extra-ordinary general
meeting, held on 15.12.2015, the authorised share capital of the Company
was increased to Rs. 20,00,00,000/- (Rupees Twenty Crores Only). The
record shows that the paid-up capital of the Company is Rs. 15,50,00,000/-
(Rupees Fifteen Crores and Fifty Lakhs Only), divided into 15,50,00,000
equity shares of Re. 1/-, each fully paid up. As per the records, Hitachi
Transport System Asia Pte Ltd holds 15,44,00,000 shares and Hitachi
Transport System (Malaysia) SDN BHD holds 6,00,000 shares.
5. The directors of the said Company in issue, as on the date of passing
the resolution of voluntary winding up, were Sharad Mathur, Kazuhiko
Zaiki, Akhitio Nii and Rinki Agarwal.
6. The said Company has filed its audited Balance sheet, along with
profit and loss account and auditor's report for the financial years ending on
31.03.2013, 31.03.2014 and 31.03.2015.
7. The Board of Directors, in their meeting held on 29.04.2016, passed a
resolution for the voluntary winding up of the Company, subject to the
approval of the members in the general meeting, pursuant to Section
484(1)(b) of the Companies Act, 1956.
8. The Board of Directors of the Company in their meeting held on
29.04.2016, 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 inquiry being made from
the said company, an opinion had been formed that the company would be
able to pay its debts, in full within a period of three years from the
commencement of the winding up. The declaration of solvency was
accompanied with an audited balance sheet, profit and loss account and
auditor's report.
9. An extra-ordinary general meeting of the members of the said
Company was held on 29.04.2016, at the registered office of the said
Company, where a special resolution for the voluntary liquidation of the
company was passed and one Mr. Tarun Jaggi was appointed as the
Voluntary Liquidator of the Company.
10. 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 28.05.2016, and in the newspapers, 'Business Standard', on 11.05.2016.
Further, the Voluntary Liquidator had filed notice of his appointment, in
Form 152, with the ROC, on 29.04.2016.
11. Further, the notice regarding the holding of the extra - ordinary
general meeting on 29.04.2016, was published in the newspaper 'Business
Standard' (English and Hindi Edition) on 11.05.2016, and in the Official
Gazette on 28.05.2016.
12. The voluntary liquidator, as required under Section 497(1) of the Act,
the final general meeting of the Company to be held on 16.10.2017, in the
newspapers, 'Business Standard' (English and Hindi Edition) on
27.09.2017, and in the Official Gazette on 14.10.2017.
13. The final extraordinary general meeting of the Company was held on
16.10.2017. 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 29.04.2016 to
25.10.2017 before the ROC and the OL.
14. As per the statement of accounts of the winding up process, a total of
Rs. 4,85,74,210/- (Rupees Four Crores Eighty Five Lakhs Seventy Four
Thousand Two Hundred and Ten only) was recovered during the winding
up process. Further, a sum of Rs.3,44,60,305/- was paid towards taxes, audit
fees, etc., Rs. 6,00,000/- was paid towards the fees of the liquidator, Rs.
66,423/- was paid towards the publication of notices and Rs. 5,16,811/- was
paid towards miscellaneous expenses. A sum of Rs. 1,52,77,303/- was
returned to the contributories.
15. The Voluntary Liquidator has furnished an indemnity bond, dated
23.08.2018, undertaking to indemnify the concerned parties for any losses,
arising pursuant to the winding up of the Company, and to settle all lawful
claims, arising in future, after the winding up of the Company.
16. The Income Tax Department has provided a certificate of no dues,
dated 11.08.2017, with respect to the said Company, stating therein that as
on date, there were no outstanding demands against the Company.
17. 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 Company may be dissolved
with effect from the date of the filing of the petition.
18. 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. 08.07.2019.
19. A Copy of the order be filed by the OL with the ROC within the
statutory period as per the Act.
20. The petition is disposed of in the aforesaid terms.
JULY 17, 2019/sk JAYANT NATH, J
