Delhi High Court
M.B. Propbuild Private ... vs .... on 14 February, 2020
$~C-15
* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of decision: 14.02.2020
+ CO.PET. 6/2020
M.B. PROPBUILD PRIVATE LIMITED
(IN VOL.LIQN.) ..... Petitioner
Through Ms. Ruchi Sindhwani, Advocate
for Official Liquidator with Ms.
Megha Advocate.
CORAM:
HON'BLE MS. JUSTICE JYOTI SINGH
JYOTI SINGH, J. (ORAL)
1. This petition is 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, M.B. Propbuild (in members voluntary
liquidation).
2. The said Company was incorporated under the provisions of the
Companies Act, 1956 with the name M.B. Traxim Private Limited with
Registrar of Companies, NCT of Delhi & Haryana at Delhi on 27.05.2005
vide CIN No. U51909DL2005PTC136822 and on 02.06.2006 from M.B.
Traxim India Private Limited to M.B. Propbuild. The company has an
authorized capital is Rs.1,00,00,000 divided into 10,00,000 equity share
of Rs. 10/- each. The Paid-up Capital of the Company as per the Master
Date available on the portal of MCA 21 is Rs.90,90,000/-.
3. The registered office of the company is situated within the territory
of NCT of Delhi at N-98-B, Near Thappar House, Sainik Farm South,
New Delhi - 110062.
4. The first promoters at the time of incorporation were Mr. Madan
Walia and Mr. Bunty Walia.
5. At the time of Members Voluntary Winding up of the petitioner
company, there were three shareholders. The directors at the time of
Members Voluntary Winding-up were Mr. Madan Walia and Mr. Bunty
Walia. The financial position of the company is disclosed in the audited
balance sheets ending as on 31.03.2015 & 31.03.2014 which are also
annexed to the petition.
6. The prescribed Form No. 149 for the Declaration of Solvency was
filed with the Registrar of Companies on 27.01.2016 vide SRN No.
C76763697.
7. Pursuant to the provisions of Section 484 (1) of the Act and other
applicable provisions of the Act, the Extra Ordinary General Meeting of
the Members of said company was held on 16.02.2016and a special
resolution was passed whereby Mr. Amit Agrawal was appointed as the
Voluntary Liquidator of the Company. In this regard Form MGT-14 was
filed with the Registrar of Companies.
8. That as per the requirement of Section 485 of the Act, the
Company has published a notification in newspapers namely „Business
Standard‟ (English) and (Hindi) on 26.02.2016 and in „The Official
Gazette‟ on 19.03.2016.
9. The notice of appointment of Voluntary Liquidator in Form 152 as
required under Section 493 read with Rule 315 of the Companies (Court)
Rules, 1959 was filed with the Registrar of Companies. The Voluntary
Liquidator had also published Form 151 of his appointment as Voluntary
Liquidator.
10. Further, pursuant to the provisions of Section 497 of the Act, the
Liquidator has also published Form No.155 in the newspapers namely
„Financial Express‟ (English) & „Jansatta‟ (Hindi) on 16.01.2019 and in
Official Gazette (English & Hindi) on 26.01.2019 for the final meeting to
be held on 13.02.2019.
11. The Final Meeting of the said company was held on 13.02.2019and
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 16.02.2016 to 14.01.2019 with the
Registrar of Companies, NCT of Delhi & Haryana in Form 156 vide
SRN: H44681294 dated 13.02.2019 & Form 157 vide SRN: H44681682
dated 13.02.2019 and with the Official Liquidator on 14.02.2019.
12. The Official Liquidator has received No Dues Certificate from
Income Tax Department and No Objection has been received from the
Registrar of Companies.
13. The Voluntary Liquidator Mr. Amit Agrawal and Directors Mr.
Madan Walia & Mr. Bunty Walia, have filed Indemnity bonds and
Affidavit dated 13.02.2019 & 10.08.2016 respectively undertaking :
"a) to pay and settle all lawful claims arising in future
after the striking off the name of the company. b). To
indemnify any person for any losses that may arise
pursuant to striking off the name of company. c) To settle
all lawful claims and liabilities which have not come to our
notice up to this stage, even after the name of the company
has been struck off under voluntary winding up in terms of
the Companies Act, 1956".
14. The Official Liquidator 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.
15. In view of the foregoing and in view of the satisfaction accorded by
the Official Liquidator 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. 23.01.2020.
16. 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.
17. The petition is accordingly disposed of.
JYOTI SINGH, J
FEBRUARY 14, 2020
yo/
