Delhi High Court
Marwah Overseas Private Limited ... vs .... on 14 February, 2020
$~C-2
* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of decision: 14.02.2020
+ CO.PET. 4/2020
MARWAH OVERSEAS PRIVATE LIMITED
(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 voluntary winding up of the Company MARWAH
OVERSEAS PRIVATE LIMITED (in members Voluntary Liquidation).
2. The petitioner Company, MARWAH OVERSEAS PRIVATE
LIMITED (hereinafter referred to as the Company (in Voluntary
Liquidation) was incorporated under the provisions of „the Act‟ on
23.08.1995 having Corporate Identity Number
U74899DL1995PTC071886 with the Registrar of Companies, NCT of
Delhi & Haryana.
3. The registered office of the Company (in Voluntary Liquidation) is
situated within the territory of NCT of Delhi at 21, Rajindra Bhawan,
Pusa Road, New Delhi - 110008.
4. The Company (in Voluntary Liquidation) was having Authorized
Share Capital of Rs. 1,00,00,000/- divided into Rs. 10,00,000 equity
shares of Rs. 10/- each and the Paid - Up Share Capital is Rs. 1,00,000
divided into 10,000 (Ten Thousand) equity shares of Rs. 10/- (Rupees
Ten) each.
5. The first promoters at the time of incorporation were Mr. Surinder
Singh Marwah and Mr. Jasmeet Singh Marwah.
6. At the time of Members Voluntary Winding up of the Company (in
Voluntary Liquidation) there were two shareholders. The Directors at the
time of Members Voluntary Winding up were Mr. Surinder Singh
Marwah and Mr. Jasmeet Singh Marwah. The financial position of the
Company as disclosed in the audited balance sheets ending as on
31.03.2009 and 31.03.2008 are annexed to the petition.
7. The prescribed Form No. 149 for the Declaration of Solvency was
filed with the Registrar of Companies on 27.01.2010.
8. Pursuant to the provisions of Section 484(1) and other applicable
provisions of „the Act‟, the Extra-Ordinary General Meeting of the
members of the Company (in Voluntary Liquidation) was held on
20.01.2010 and a special resolution was passed whereby, Sh. Jasmeet
Singh Marwah was appointed as the Voluntary Liquidator of the
Company without any remuneration except the liquidation expenses on
actual basis.
9. As per the requirement of Section 485 of „the Act‟, the Company
(in Voluntary Liquidation) has published a notice in the newspapers
namely „Veer Arjun‟ (Hindi) and „The Statesman‟ (English) on
26.01.2010 as well as in the Official Gazette (English & Hindi) on
20.02.2010.
10. 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 the Registrar of Companies. The Voluntary
Liquidator has also published Form No. 151 for his appointment in the
newspapers namely „Veer Arjun‟ (Hindi) and „The Statesman‟ (English)
on 26.01.2010 as well as in the Official Gazette (English & Hindi) on
20.02.2010.
11. 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 Statesman‟ (English) & „Veer Arjun‟ (Hindi) on 19.05.2010
and in the Official Gazette (English & Hindi) on 19.06.2010 for
convening the Final Meeting to be held on 22.06.2010.
12. The Final Meeting of the Company (in Voluntary Liquidation) was
held on 22.06.2010 and the Voluntary Liquidator filed accounts of the
Company (in Voluntary Liquidation) in Form No. 156 & 157 as
prescribed under Rules 329 & 331 of the Companies (Court) Rules, 1959
for the period from 20.01.2010 to 10.05.2010 with the Official Liquidator
on 29.06.2010 and before the Registrar of Companies, NCT of Delhi &
Haryana, New Delhi on 15.01.2011.
13. Both the Directors namely Mr. Surinder Singh Marwah, S/o Sh.
Inder Singh Marwah and Mr. Jasmeet Singh Marwah, S/o Sh. Surinder
Singh Marwah have jointly filed an Indemnity Bond & their respective
Affidavits dated 27.12.2010 undertaking to indemnify the concerned
parties/departments/ authorities/ of local/ state/ Government of India if
any dues/ shortage/ tax liabilities arises in future in relation with the
Company (in Voluntary Liquidation).
14. The Official Liquidator has received No Objection Certificate from
the Registrar of Companies.
15. The Income Tax Office has, on 11.11.2019, raised a net
outstanding tax demand of Rs. 4,326/- (plus interest as applicable) for the
assessment years (A.Y.) 2001-02, 2002-03 and 2006-07 which has been
deposited by the Voluntary Liquidator. A sum of Rs. 1,279/- has been
deposited for A.Y. 2001-02, Rs. 88/- for A.Y. 2002-03 and Rs. 2,959/- for
A.Y. 2006-07 aggregating to Rs. 4,326/- as demanded by the Income Tax
office and therefore, there are no dues 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 Company (in Voluntary Liquidation)
have not been conducted in a manner prejudicial to the interest of its
members or to the public interest and the Company (in Voluntary
Liquidation) 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 MARWAH
OVERSEAS PRIVATE LIMITED 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
FEBRUARY 14, 2020
yo/
