Delhi High Court
Munjal Alternate Fuels Private ... vs ... on 31 July, 2020
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* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ Co. Pet. No. 13/2020
IN THE MATTER OF
MUNJAL ALTERNATE FUELS PRIVATE LIMITED
(IN MEMBERS' VOL. LIQN.) ...Petitioner
Through: Ms. Sangeeta Chandra,
Advocate on behalf of the Official
Liquidator
CORAM:
HON'BLE MR. JUSTICE C. HARI SHANKAR
ORDER
% 31.07.2020
(Video-Conferencing)
1. This petition is filed under Section 497(6) of The Companies
Act, 1956 (hereinafter referred to as "the Act") by the Official
Liquidator (OL), seeking dissolution of the Company MUNJAL
ALTERNATE FUELS PRIVATE LIMITED (in Members' Voluntary
Liquidation) (hereinafter referred to as "the Company").
2. The Company was incorporated on 24th September, 2008 under
the name and style - 'Heromvl Alternate Fuels Private Limited' under
the provisions of the Act with the Registrar of Companies, NCT of
Delhi having Corporate Identity Number U74120DL2008PTC183682
and later the name was changed to MUNJAL ALTERNATE FUELS
PRIVATE LIMITED w.e.f. 20th May, 2011.
Signature Not Verified
By:SUNIL SINGH NEGI
Signing Date:03.01.2021
19:29:31
3. The registered office of the Company was situated within the
territory of NCT of Delhi at 603, International Trade Tower, Nehru
Place, New Delhi-110019.
4. The Company was having Authorized Share Capital of ₹
22,00,00,000/- (Rupees Twenty Two Crores) divided into 2,20,00,000
(Two Crores Twenty Lacs) equity shares of ₹10/- (Rupees Ten) each
and the Paid-Up Share Capital is ₹ 21,30,65,000/- (Rupees Twenty
One Crore Thirty Lakh Sixty Five Thousand) divided into 2,13,06,500
(Two Crores Thirteen Lakh Six Thousand Five Hundred) equity
shares of ₹10/- (Rupees Ten each).
5. The promoters at the time of incorporation were Hero Motors
Ltd. and Mr. Pankaj Munjal and the first directors were Mr. Pankaj
Munjal and Mr. A.K. Dewan.
6. It is seen that although, at the time of Members' Voluntary
Winding up of the petitioner Company, there were seven shareholders,
however, the Company is a wholly owned subsidiary Company of
Hero Cycles Limited. The Directors at the time of Members Voluntary
Winding up were Mr. Rajesh Gulati, Mr. Sanjiv Malhotra and Mr.
Pawan Puri. The financial position of the Company as disclosed in the
Audited Financial Statements and Audit Report for the years ended on
March, 2015 and 31st March, 2016 are also annexed to the petition.
7. The prescribed Form No. 149 for the Declaration of Solvency
was filed with the Registrar of Companies on 27th December, 2016.
Signature Not Verified
By:SUNIL SINGH NEGI
Signing Date:03.01.2021
19:29:31
8. Pursuant to the provisions of Section 484(1) and other
applicable provisions of the Act, the Extra-ordinary General Meeting
(EGM) of the members of the said Company was held on 29th
December, 2016 and in terms of provisions of Section 490 of the Act a
special resolution was passed whereby, Mr. Sanjiv Malhotra, R/o
J3/68, Rajouri Garden, New Delhi - 110 027 was appointed as the
Voluntary Liquidator of the Company.
9. As per the requirement of Section 485 of the 'Act', the citation
were published in the newspapers namely 'Sunday Pioneer'
(English) and in Pioneer (Hindi) as well as in the Official Gazette
on 1st January, 2017 and 28 January, 2017 respectively.
10. The notice for appointment of Voluntary Liquidator in Form
152 as required under Section 493 r/w Rule 315 of the Companies
(Court) Rules, 1959 was filed with Registrar of Companies on 4th
January, 2017. The Voluntary Liquidator has also given notice of his
appointment in Form No. 151 as required under Section 516 of the
Companies Act, 1956 read with Rule 315 of the Companies (Court)
Rules, 1959 in the newspapers namely 'Sunday Pioneer' (English)
and in Pioneer (Hindi) as well as in the Official Gazette on 1st
January, 2017 and 28 January, 2017 respectively.
11. Since the winding up of the Company was continued for more
than one year therefore, in pursuance of the provisions of Section 496
read with Section 551 of the Companies Act, 1956 and Rules 327 and
328 of the Companies (Court) Rules, 1959 both the Form No. 153 and
154 have been filed with the ROC. The copy of Form No. 153
Signature Not Verified
By:SUNIL SINGH NEGI
Signing Date:03.01.2021
19:29:31
together with the Affidavit in Form No. 154 are annexed to the
petition.
12. The affairs of the Company were fully wound up on 14th June,
2018. Further, pursuant to the provisions of Section 497 of the 'Act',
the Liquidator has also published Form No. 155 in the daily
newspapers namely English language newspaper 'The Pioneer' and in
the Hindi language newspaper 'Pioneer' on 23rd July, 2018 and in
'The Gazette of India' on 25th August, 2018 for convening the final
general meeting.
13. The Final General Meeting of the said Company was held on
31st August, 2018 and the Voluntary Liquidator has filed accounts of
the said Company in Form No. 156 &made a return in Form No. 157
as prescribed under Rule 329 & 331 of the Companies (Court) Rules,
1959 for the period from 29th December, 2016 to 14th June, 2018 with
the Official Liquidator on 7th September, 2018 & before the Registrar
of Companies, NCT of Delhi & Haryana, New Delhi on 6th
September, 2018.
14. All the three Ex-Directors of the Company (in Vol. Liqn.) have
submitted their individual Indemnity Bonds verified by their
respective Affidavits dated 15th July, 2019 stating that the Company
has no outstanding demand or claim or liability from the Income
Tax/Sales Tax Department and other Government authorities, on
account of the operations of the Company and in case, if any demand
is raised by the said Departments or other Government Authorities,
the same will be paid by the shareholders/ members of the Company.
Signature Not Verified
By:SUNIL SINGH NEGI
Signing Date:03.01.2021
19:29:31
As the Company is a wholly owned subsidiary Company of Hero
Cycles Limited, an indemnity bond dated 12th February, 2020 for
confirmation has been obtained from the said shareholder - Hero
Cycles Limited.
15. The Voluntary Liquidator has submitted his Affidavit
mentioning that the Company had only one Bank Account maintained
with Punjab National Bank, Nehru Place, New Delhi holding Current
Account No. 1529002100466172. The Bank Account was closed on
14th June, 2018.
16. The Official Liquidator has received No-Objection Certificate
from the Registrar of Companies and the Income Tax Office.
17. 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.
18. 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 named
MUNJAL ALTERNATE FUELS PRIVATE LIMITED (in Members'
Voluntary Liquidation) is hereby wound up and shall be deemed to be
dissolved with effect from the date of the filing of the present petition.
Signature Not Verified
By:SUNIL SINGH NEGI
Signing Date:03.01.2021
19:29:31
19. 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.
20. The petition is accordingly disposed of.
C. HARI SHANKAR, J
JULY 31, 2020
Signature Not Verified
By:SUNIL SINGH NEGI
Signing Date:03.01.2021
19:29:31
