Delhi High Court
Software Moguls India Private ... vs ... on 8 February, 2021
$~6 (company)
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.PET. 5/2021
IN THE MATTER OF:
SOFTWARE MOGULS INDIA PRIVATE LIMITED (IN VOL.
LIQN.) ...Petitioner
Through: Mr. Kunal Sharma, Standing Counsel
for Official Liquidator
CORAM:
HON'BLE MR. JUSTICE C. HARI SHANKAR
O R D E R (ORAL)
% 08.02.2021
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. Software Moguls India Private Limited, be
dissolved from the date of the filing of the instant petition, i.e. 4th
February, 2021.
2. The record shows that the subject Company was incorporated
on 19th November, 1987, with the Registrar of Companies, NCT of
Delhi and Haryana. The Corporate Identity Number of the Company
is U74899DL1987PTC029822. The registered office of the subject
Company is stated to be situated within the territory of the NCT of
Delhi, at D-1/55, Vasant Vihar, New Delhi - 110057.
3. The authorised share capital of the company is ₹1,00,00,000/-
(Rupees One Crore Only) divided into 1,00,000 (One Lakh) Equity
Signature Not Verified
By:SUNIL SINGH NEGI
Signing Date:09.02.2021
15:47:52
shares of ₹100/- (Rupees Hundred) each. The record shows that the
paid-up Share capital of the Company is ₹47,43,200/- (Rupees Forty-
Seven Lakh, Forty-Three Thousand and Two Hundred Only). As per
the records, Web Valley Inc. holds shares worth ₹26,90,252/-
Sunbhash Arora, Keshav Kumar Garg, Satya P Garg, Aseem Garg,
Akash Garg, Indu Garg and Sarika Garg each hold shares worth
₹1100/-, NSP International India (P) Ltd. holds shares worth
₹10,85,972/-, Ranjana Garg holds shares worth ₹2,53,394/- and
Aanchal Garg holds shares worth ₹7,05,882/-.
4. The directors of the Company in issue, as on the date of passing
the resolution of voluntary winding up, were Keshav Kumar Garg and
Abhishek Garg.
5. The Board of Directors of the Company, in their meeting held
on 17th January, 2011, executed and approved a declaration of
Solvency under Section 488 of the Companies Act, 1956, which stated
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 3 months from the commencement of
winding up. The declaration of solvency was accompanied with a
statement of the company's assets and liabilities as on 31st December,
2010, being the latest practicable date before making of their
declaration. 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, on 2nd June, 2011.
Signature Not Verified
By:SUNIL SINGH NEGI
Signing Date:09.02.2021
15:47:52
6. An extra-ordinary general meeting of the members of the
Company was held on 23rd February, 2011, at the registered office of
the Company, where a special resolution for the voluntary liquidation
of the company was passed and one Mr. Indrajeet Soni, Chartered
Accountant was appointed as the Voluntary Liquidator of the
Company.
7. The notification of the appointment of the Voluntary
Liquidator, as required under Section 516 of the Companies Act,
1956, read with Rule 315 of the Companies (Court) Rules, 1959 in
Form No. 151, was published in the Official Gazette on 7th May, 2011
and in the newspaper "The Statesman"(English edition) on 2nd March,
2011 and "Veer Arjun" (Hindi edition) on 11th March, 2011. Further,
the Voluntary Liquidator had filed notice of his appointment, in Form
152, with the Registrar of Companies, on 18th May, 2011.
8. The Voluntary Liquidator, as required under Section 497 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 9th December, 2016, in the newspaper, "The Pioneer" (English and
Hindi editions) on 17th October, 2016 and in the Official Gazette on
26th November, 2016. As the winding up of the company was
continued for more than one year, the Voluntary Liquidator also filed
the requisite Form No. 153 and Form No. 154 for the same.
9. The final extraordinary general meeting of the Company was
held on 9th December, 2016.
Signature Not Verified
By:SUNIL SINGH NEGI
Signing Date:09.02.2021
15:47:52
10. 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 23rd February,
2011 to 9th February, 2016 before the Registrar of Companies, NCT
Of Delhi and Haryana, on 19th December, 2016. As per the statement
of accounts of the winding up process, a total of ₹1,28,34,420.20 was
recovered during the winding up process. A sum of ₹30,301/- was
expended towards cost of publication of notices, ₹24,685/- towards
legal charges, ₹2,26,265/- was paid to the creditors of the company
and a sum of ₹1,25,50,893.95 was returned to the contributories.
11. The Voluntary Liquidator has filed a No Dues Certificate, dated
22nd February, 2017, stating that the company had paid the dues of the
member and the statutory liabilities and that there were no outstanding
statutory dues against the company.
12. The Voluntary Liquidator has also furnished to the Official
Liquidator, a No Objection Certificate, dated 4th February, 2016, from
the Income Tax department, stating that there was no outstanding
demand against the company.
13. The Registrar of Companies has provided a letter, dated 14th
February, 2020, 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.
14. The Voluntary Liquidator has furnished a certificate, dated 4th
January, 2020, stating that no bank account exists in the name of the
company.
Signature Not Verified
By:SUNIL SINGH NEGI
Signing Date:09.02.2021
15:47:52
15. An indemnity bond has been filed with the Official Liquidator
by Mr. Keshav Garg, ex-director of the subject Company,
indemnifying the Official Liquidator against any claim or pecuniary
liability that may arise due to the voluntary liquidation of 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. 4th
February, 2021.
18. Copy of the order be filed 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.
C. HARI SHANKAR, J.
FEBRUARY 8, 2021
Signature Not Verified
By:SUNIL SINGH NEGI
Signing Date:09.02.2021
15:47:52
