Delhi High Court
Rites Infrastructure Services ... vs .. on 7 January, 2021
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* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.PET. 1/2021
IN THE MATTER OF:
RITES INFRASTRUCTURE SERVICES LIMITED (IN VOL.
LIQN.) ......Petitioner
Through : Mr. Kunal Sharma,
Standing Counsel for the Official Liquidator
CORAM:
HON'BLE MR. JUSTICE C. HARI SHANKAR
O R D E R (ORAL)
% 07.01.2021
(Video-Conferencing)
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
petitioner Company, i.e. Rites Infrastructure Services Limited, be
dissolved from the date of the filing of the instant petition, i.e. 24th
December, 2020.
2. The record shows that the petitioner Company was incorporated
on 27th April, 2010, with the Registrar of Companies, NCT of Delhi
and Haryana. The Corporate Identity Number of the Company is
U45200DL2010GOI202067. The registered office of the petitioner
Company is stated to be situated within the territory of the NCT of
Delhi, at SCOPE Minar, Laxmi Nagar, New Delhi-110092.
Signature Not Verified
By:SUNIL SINGH NEGI
Signing Date:14.01.2021
10:34:29
3. The authorised share capital of the Company is ₹5,00,00,000/-
(Rupees Five Crore Only) divided into 50,00,000 (Fifty Lakh) Equity
shares of ₹10/- (Rupees Hundred) each. The record shows that the
paid-up share capital of the Company is ₹5,00,000/- (Rupees Five
Lakhs) divided into 50,000 (Fifty Thousand) Equity shares of ₹10/-
(Rupees Ten) each fully paid up. As per the records, RITES Limited
holds 49,994 shares and Sh. Ajay Kumar Garg, Sh. Kamal Kishore
Garg, Sh. Alok Garg, Sh. Hari Kumar Bali, Sh. Pawan Kumar Gupta
and Sh. Parmod Kumar Narang hold one share each.
4. The directors of the Company in issue, as on the date of passing
the resolution of voluntary winding up, were Hari Kumar Bali, Kamal
Kishore Gupta, Alok Garg, Mallikarjuna Rao Venkata Bhadriraju and
Pramod Kumar Narang.
5. The Board of Directors of the Company, in their meeting held
on 21st October, 2016, executed and approved a declaration of
solvency under Section 488, which stated that after having made a full
inquiry into the affairs of the Company, an opinion had been formed
that the Company had no debts. The declaration of solvency was
accompanied with a statement of the Company's assets and liabilities
as on 30th September, 2016, 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 22nd
October, 2016.
Signature Not Verified
By:SUNIL SINGH NEGI
Signing Date:14.01.2021
10:34:29
6. An extra-ordinary general meeting of the members of the
Company was held on 28th November, 2016, at the registered office of
the Company, where a special resolution for the voluntary liquidation
of the Company was passed and one Mr. Akhil Rastogi 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 October,
2017 and in the newspaper "Business Standard"(English and Hindi
editions) on 10th December, 2016. Further, the Voluntary Liquidator
had filed notice of his appointment, in Form 152, with the Registrar of
Companies, on 8th December, 2016.
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 23rd September, 2019, in the newspaper, "Business Standard"
(English and Hindi editions) on 15th July, 2019 and in the Official
Gazette on 20th July, 2019.
9. The final extraordinary general meeting of the Company was
held on 23rd September, 2019.
Signature Not Verified
By:SUNIL SINGH NEGI
Signing Date:14.01.2021
10:34:29
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 28th November,
2016 to 16th September, 2019, before the Registrar of Companies,
NCT Of Delhi and Haryana, on 30th September, 2019. As per the
statement of accounts of the winding up process, a total of
₹47,11,630/- was recovered during the winding up process. A sum of
₹73,431/- was expended towards cost of publication of notices,
₹35,000/- towards legal charges, ₹80/- towards bank charges and a
sum of ₹46,03,119/- was paid to RITES Ltd. on account of income tax
refund (principal amount).
11. The winding up of the company was carried out for more than
one year, and therefore, in compliance of the provisions of Section
496, the Voluntary Liquidator held a general meeting of the company
and filed Form 153 and Form 154, with the Registrar of Companies,
from the year 2017 onwards.
12. The Voluntary Liquidator has filed a no dues certificate, dated
7th November, 2019, stating that there were no outstanding statutory
dues against the company and that no bank accounts existed in the
name of the company.
13. The Official Liquidator has stated that upon an enquiry being
made from the Income Tax Department, regarding the dues of the
subject Company, the Official Liquidator was informed, vide letter
dated 13th February, 2020, that though there was no demand
Signature Not Verified
By:SUNIL SINGH NEGI
Signing Date:14.01.2021
10:34:29
outstanding against the subject Company for the Assessment Years
2017-18 and 2019-20, the subject Company did not file its return of
income for the Assessment Year 2018-19 and therefore, the income
tax demand for the Financial Year 2017-18 could not be ascertained.
The Official Liquidator further states that upon an enquiry being made
from the Voluntary Liquidator, the Official Liquidator has been
informed by the Voluntary Liquidator, on affidavit, that the return for
the AY 2018-19 was not filed inadvertently and that the Company had
income during the financial year 2017-18 as the Company was under
liquidation and that the holding company of the Company under
Liquidation, i.e. RITES Ltd. had filed an indemnity bond,
indemnifying the liquidator against any demand raised in future.
14. The Registrar of Companies has provided a letter, dated 13th
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.
15. The contributory of the subject Company, i.e. RITES Ltd.,
through its company secretary, has submitted an indemnity bond,
dated 6th December, 2019, undertaking to pay and settle all lawful
claims arising in future after the winding up of the Company and to
indemnify any person for any losses and to settle all lawful claims and
liabilities which had not come to their knowledge at that stage.
16. The Official Liquidator has further submitted that the affairs of
the Company have been conducted in a manner, not prejudicial to the
Signature Not Verified
By:SUNIL SINGH NEGI
Signing Date:14.01.2021
10:34:29
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. 24th
December, 2020.
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.
JANUARY 7, 2021
Signature Not Verified
By:SUNIL SINGH NEGI
Signing Date:14.01.2021
10:34:29
