Delhi High Court
Midas Netcom Limited (In ... vs ... on 9 October, 2019
$~C-20
* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of decision: 09.10.2019
+ CO.PET. 18/2019
MIDAS NETCOM LIMITED (IN VOL.LIQN.) ..... Petitioner
Through: Mr. Kunal Sharma, Advocate for OL
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. Midas Netcom Limited, be dissolved from the
date of the filing of the instant petition.
2. The record shows that the subject Company was incorporated on
29.02.1988, with the Registrar of Companies, NCT of Delhi and
Haryana. The Corporate Identity Number of the Company is
U74899DL1998PLC030794. The registered office of the subject
Company is stated to be situated within the territory of the NCT of
Delhi, at B-66, First Floor, Vivek Vihar, New Delhi - 110095.
3. The authorised share capital of the company is Rs. 2,50,00,000/-
(Rupees Two Crores and Fifty Lakhs Only), divided into 25,00,000
(Twenty-Five Lakhs only) equity shares of Rs. 10/- each. The record
shows that the paid-up capital of the Company is Rs. 1,72,00,000/-
(Rupees One Crore and Seventy-Two Lakhs Only), divided into
17,20,000 equity shares of Rs. 10/-, each fully paid up. As per the
records, one Mr. Pawan Kumar Jain held 6,60,000 shares, one Ms.
Nidhi Jain held 2,50,000 shares, one Ms. Seema Jain held 1,25,000
shares, one Ms. Shafali Aggarwal held 1,65,000 shares, one Mr. V.K.
Jain held 50000 shares, one Mr. Amit Jain held 1,65,000 shares and
one Mr. Dhiraj Jain held 3,05,000 shares.
4. The Directors of the Company, as on the date of passing the
Resolution of Voluntary Winding up, were Sh. Dhiraj Jain, Sh. Amit
Jain and Sh. Pawan Kumar Jain.
5. The Board of Directors of the Company, 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 of the Company, in
the General Meeting, in accordance with Section 484(1)(b) of the
Companies Act, 1956.
6. The Board of Directors of the Company in their meeting held on
09.06.2014, executed and approved a declaration of solvency,
observing therein 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 with an audited balance sheet, profit and loss account
and Auditor's Report. The said declaration was filed with the
Registrar of Companies, NCT of Delhi & Haryana, New Delhi, in
Form 149, as prescribed under Rule 313 of the Companies (Court)
Rules, 1959 and Section 488 of the Companies Act, 1956.
7. An extra-ordinary General Meeting of the members of the Company
was held on 28.07.2014, 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.
8. 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 23.08.2014. Further, the
Voluntary Liquidator had filed notice of his appointment, in Form
152, with the Registrar of Companies, on 12.08.2014.
9. Notice regarding the holding of the extra-ordinary general meeting, on
29.04.2016, as required under Section 485 of the Companies Act,
1956, was published in the newspaper 'Business Standard' (English
Edition) on 31.07.2014, and in the Official Gazette on 23.08.2014.
10. The Voluntary Liquidator, as required under Section 497(1) 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 08.06.2015 in the newspapers, 'Business Standard' (English and
Hindi Edition) on 25.04.2015, and in the Official Gazette on
30.05.2015.
11. The final extraordinary general meeting of the Company was held on
08.06.2015.
12. 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 28.07.2014 to
31.03.2015 (being the date of the completion of the winding-up
process), before the Registrar of Companies, NCT Of Delhi and
Haryana, and the Official Liquidator, attached to this Court, on
11.06.2015, within the prescribed period. As per the statement of
accounts of the winding up process, a total of Rs. 2,22,70,225/-
(Rupees Two Crores, Twenty-Two Lakhs, Seventy Thousand and Two
Hundred and Twenty-Five only) was recovered during the winding up
process. A sum of Rs. 40,000/- was expended towards renumeration of
the Liquidator, Rs. 62,000 towards cost of publication of notices and
miscellaneous expenses and Rs. 1,80,900/- towards professional
expenses. A sum of Rs. 16,05,700/- was paid to the unsecured
creditors of the Company, and a sum of Rs. 2,03,81,625/- was returned
to the contributories.
13. The Voluntary Liquidator has furnished an indemnity bond, dated
10.12.2015, stating that to his knowledge and belief, the Company had
no outstanding dues, on account of Income Tax, Sales Tax, or any
other statutory dues towards any Local/State/Central
Government/Statutory Authority and further undertaking to indemnify
the concerned parties, in the event that any such demand arose in the
future.
14. The Voluntary Liquidator has also filed an affidavit, dated 24.04.2015,
stating that the after making a full enquiry into the affairs of the
Company, they were of the opinion that the Company had been able to
repay its debts in full, within a period of 6 months from the
commencement of the winding up.
15. The Registrar of Companies has provided a letter, dated 17.09.2015,
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.
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.
24.09.2019.
18. Copy of the order be submitted 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
OCTOBER 09, 2019
Rd/
