Delhi High Court
Avh Forex Limited (In Vol.Liqn.) vs .................... on 2 March, 2020
$~C-21
* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of decision: 02.03.2020
+ CO.PET. 9/2020
AVH FOREX LIMITED (IN VOL.LIQN.) ..... Petitioner
Through: Ms. Megha Bharara, Advocate for
Ms. Ruchi Sindhwani, Advocate
for OL
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 (OL),
seeking Dissolution of the Company, AVH Forex Limited (in members
voluntary liquidation).
2. Petitioner Company was incorporated under the provisions of
the Companies Act, 1956 with the name "AVH Forex Limited." with
Registrar of Companies, NCT of Delhi & Haryana at Delhi on 22.05.2000
(Twenty Second Day of May Two Thousand) vide CIN No.
U74899DL2000PLC105787 with an authorized share capital of
Rs.25,00,000/- (Rupees Twenty Five Lacs only) divided into 2,50,000
equity shares of Rs.10/- (Rupees Ten) each, which was later in the year
2001-02 increased to Rs.30,00,000 (Rupees Thirty Lacs only) divided
into 3,00,000 equity shares of Rs.10/- (Rupees Ten) each. The Paid-up
Capital of the Company as per the Master Data available on the portal of
MCA21 is Rs. 25,50,000/- (Rupees Twenty Five Lacs and Fifty Thousand
only).
3. The registered office of the company is situated within the territory
of NCT of Delhi at M-23, Connaught Circus, New Delhi-110001.
4. The first promoters at the time of incorporation were Mr. Amrit Lal
Mehta, Mr. Vijay Mehta, Mr. Harish Mehta, Mr. Rakesh Awasthi, Ms.
Poonam Mehta, Ms. Rita Mehta & Ms. Neelam Mehta.
5. At the time of Members Voluntary Winding up of the petitioner
company, there were seven shareholders. The Directors at the time of
Members Voluntary Winding-up were Mr. AmritLal Mehta, Mr. Vijay
Mehta, Mr. Harish Mehta, Mr. Rakesh Awasthi. The financial position of
the Company is disclosed in the audited balance sheets ending as on
30.11.2014 & 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 vide SRN C38743084 dated
04.01.2015.
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 05.01.2015 and a special
Resolution was passed, whereby J.P. Kapur & Uberai, Chartered
Accountants were appointed as the Voluntary Liquidator of the
Company. In this regard Form MGT-14 was filed with the Registrar of
Companies.
8. As per the requirement of Section 485 of the Companies Act,
Company has published a Notification in newspapers namely "Financial
Express" in English and "Hari-Bhoomi" in Hindi on 13.01.2015 and in
"The Official Gazette of India" on 07.02.2015.
9. 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. Voluntary
Liquidator had also published Form 151 of his appointment as Voluntary
Liquidator.
10. Further, pursuant to the provisions of Section 497 of the Companies
Act, Liquidator had also published Form No.155 in the newspapers
namely "Financial Express" in English &"Hari-Bhoomi (Hindi) on
07.08.2015 and in the Official Gazette on 05.09.2015 for final meeting on
15.09.2015.
11. The Final Meeting of the said company was held on 15.09.2015
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 05.01.2015 to 06.08.2015 with
the Registrar of Companies, NCT of Delhi & Haryana in Form 156 vide
SRN C64504699 dated 21.09.2015 & Form 157 vide SRN C64500556
dated 21.09.2015 and with the Official Liquidator on 20.11.2015.
12. Official Liquidator has received „No Dues‟ Certificate from Income
Tax Department and „no objection‟ has been received from the Registrar
of Companies.
13. Voluntary Liquidator Mr. Arun Magon, Partner of J.P. Kapur &
Uberai, Liquidator, & Directors i.e. Mr. Amrit Mehta, Mr. Harish Mehta,
Mr. Rakesh Kumar Awasthi& Mr. Vijay Mehta have furnished Indemnity
Bonds & Affidavits dated 11.05.2016 undertaking to "(a) to pay and
settle all lawful claims arising in future after the winding up of the
company (b) to indemnify any person for any losses that may arise
pursuant to winding up of the company. (c) to settle all lawful claims
and liabilities which have not come to our notice upto this stage, even
after the winding up of the company pursuant to the provisions 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
Companies Act has 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. 20.12.2019.
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
MARCH 02, 2020
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