Delhi High Court
In The Matter Of Munjal Aviation ... vs .......... on 29 May, 2019
$~CP-31
IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of decision: 29.05.2019
+ CO.PET. No.15/ 2019
IN THE MATTER OF MUNJAL AVIATION
PVT.LTD. (IN MEMBERS‟VOL. LIQN.) ....... Petitioner
Through Ms.Sangeeta Chandra, Standing Counsel
for the Official Liquidator
CORAM:
HON'BLE MR. JUSTICE JAYANT NATH
JAYANT NATH, J.(ORAL)
1. This is a petition filed under Section 497 (6) of the Companies Act, 1956
(herein referred to as "the Act") by the Official Liquidator seeking for
voluntary winding of M/s MUNJAL AVIATION PRIVATE LIMITED (in
Members Voluntary Liquidation) (herein referred to as the "said company").
2. The said company was incorporated under the provisions of the Act with
the name "Hero Aviation Private Limited" with Registrar of Companies (ROC),
NCT of Delhi & Haryana on 22.04.2008 having Corporate Identity Number
U62200DL2008PTC177022, the name of the said company was changed to
"Munjal Aviation Private Limited" w.e.f 13.06.2011.
3. The authorized share capital of the said company was Rs.22,50,00,000/-
(Rupees Twenty Two Crore Fifty Lacs Only) divided into 2,25,00,000 (Two
Crore Twenty Five Lac) equity shares of Rs.10/- (Rupees Ten) each. The Paid-
Up Share Capital was Rs.22,13,55,000/- (Rupees Twenty Two Crore Thirteen
Lakh Fifty Five Thousand Only) divided into 2,32,000 (Two Lac Thirty Two
CO.PET. No.15/ 2019 Page 1 of 4
Thousand) equity shares of Rs.10/- (Rupees Ten each). The Voluntary
Liquidator has sworn an Affidavit declaring that the Company has only one
class of equity shares.
4. The registered office of the said company is situated within the territory
of NCT of Delhi at 603, International Trade Tower, Nehru Place, New Delhi-
110019.
5. The first directors and shareholders at the time of incorporation were
Pankaj Munjal and Ashok Kr. Dewan.
6. At the time of Members Voluntary Winding up of the said company,
there were seven shareholders. The directors at the time of Members Voluntary
Winding up were Rajesh Gulati, Sanjiv Malhotra & Pawan Puri. The financial
position of the said company as disclosed in the audited balance sheets ending
on 31.03.2015 & 31.03.2016 are also annexed to the present petition.
7. The directors of the said company on 12.12.2016 placed a draft of
Declaration of Solvency along with affidavits to verify the declaration along
with auditor‟s report, which was all approved.
8. A Declaration of Solvency was executed by the three directors on
26.12.2016 in the prescribed Form No.149 under Rule 313 of the Companies
(Court) Rules, 1959 verified by individual Affidavit of each of the 3 directors
declaring that they have made a full enquiry into the affairs of the Company
and that having done so, they have formed the opinion that the Company will
be able to pay its debts in full within a period of 36 months from the
commencement of the winding up.
9. Pursuant to the provisions of Section 484(1) of the said Act and other
applicable provisions of the Act, the Extraordinary General Meeting of the said
CO.PET. No.15/ 2019 Page 2 of 4
company was held on 29.12.2016 and a special resolution was passed whereby
Mr.Sanjiv Malhotra was appointed as Voluntary Liquidator of the said
company at a remuneration fixed at Rs.5,000/- (Rupees Five Thousand Only)
10. That as per the requirement of the provisions of Section 485 of the Act,
the said company has published notifications in newspapers namely "Sunday
Pioneer" (English) & "Pioneer" (Hindi) on 01.01.2017 as well as in the Official
Gazette (English & Hindi) on 28.01.2017.
11. The notice for appointment of Voluntary Liquidator in Form 151 as
required under Section 516 of the said act read with Rule 315 of the Companies
(Court) Rules, 1959 was published in „The Gazette of India‟ on 28.01.2017 and
in the „Sunday Pioneer‟ (English) and in Pioneer (Hindi) on 01.01.2017.
12. The notice of the appointment of the voluntary liquidator was filed with
ROC by the said Company on 04.01.2017.
13. Further, pursuant to the provisions of Section 497(1) of the Act, the
Liquidator has also published Form No.155 in the newspaper namely "Sunday
Pioneer" (English) & "Pioneer" (Hindi) on 31.03.2017 and Official Gazette on
13.05.2017 for final meeting on 23.05.2017.
14. The Final Meeting of the said company was held on 23.05.2017 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 29.12.2016 to 27.03.2017 before the ROC on 24.05.2017.
15. The OL has received No Dues Certificate from Income Tax Department
dated 18.04.2019 and no objection has been received from the ROC dated
11.04.2018.
CO.PET. No.15/ 2019 Page 3 of 4
16. The Voluntary Liquidator has filed certificate dated 12.02.2018 and the
contributory of the said company have filed indemnity bonds dated 20.01.2018
with the OL undertaking that in case of any other statutory or other dues to any
of the department of Central and State Government, any other local authority or
any of the secured or unsecured creditor that becomes payable by the company
in future on account of the outcome of any assessment or any other order or
instruction issued by any administrative, judicial or quasi-judicial authority, the
same shall be paid by the indemnifier either by himself or jointly with the other
indemnifiers.
17. 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.
18. 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. 13.05.2019.
19. A copy of this order be filed by the OL with the ROC within the statutory
period, as provided for in the Act.
20. The petition is accordingly disposed of.
JAYANT NATH, J.
MAY 29, 2019/v
