Delhi High Court
Yamagata (India)Private ... vs .. on 11 January, 2021
$~ 5 (company side)
* IN THE HIGH COURT OF DELHI AT NEW DELHI
CO.PET. No. 2/2021
IN THE MATTER OF
YAMAGATA (INDIA) PRIVATE LIMITED(IN VOL. LIQN.)
.....Petitioner
Through: Ms. Ruchi Sindhwani, Sr.
Sanding Counsel and Ms. Megha Bharara,
Advs. for OL.
CORAM:
HON'BLE MR. JUSTICE C. HARI SHANKAR
O R D E R (ORAL)
% 11.01.2021
(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 Yamagata
(India) Private Limited (in members voluntary liquidation).
2. The said Company was incorporated under the provisions of
the Companies Act, 1956 with the name "Yamagata (India) Private
Limited" with Registrar of Companies, NCT of Delhi & Haryana on
13/07/2012 having Corporate Identity Number
U74999DL2012FTC238811. The authorized and the Paid - Up Equity
Share Capital of the Company (in Vol. Liqn.) was ₹1,00,00,000/-
Signature Not Verified
By:SUNIL SINGH NEGI
Signing Date:15.01.2021
18:26:50
(Rupees One Crore Only) divided into 10,00,000 (Ten Lakh) equity
shares of ₹10/- (Rupees Ten) each.
3. The registered office of the company is situated within the
territory of NCT of Delhi at 2nd Floor, N 170, Greater Kailash Part-I,
New Delhi - 110048.
4. The first promoters at the time of incorporation were Yamagata
Corporation & Kazuyoshi Suga.
5. At the time of the Members Voluntary Winding up of the
petitioner company, there were two equity shareholders. The directors
at the time of the Members Voluntary Winding-up were Mrs.
Anilkumar Vijayalakshmi, Mr. Hiromu Todo & Mr. Michael Ong
Teik Loon. The financial position of the company as disclosed in the
audited balance sheets for the year ending as on 31.03.2014 &
31.03.2013 are also annexed to the petition.
6. The prescribed Form No. 149 for the Declaration of Solvency
was filed with the Registrar of Companies on 13.03.2015 vide Challan
No. C46198073.
7. Pursuant to the provisions of Section 484 (1) of the Act and
other applicable provisions of the Act, an Extra Ordinary General
Meeting of the Members of the said company was held on 14.03.2015
and a special resolution was passed whereby Mr. Sanjay Khandelwal,
Signature Not Verified
By:SUNIL SINGH NEGI
Signing Date:15.01.2021
18:26:50
Company Secretary was appointed as the Voluntary Liquidator. In
this regard Form MGT-14 was filed with the Registrar of Companies.
8. That as per the requirement of Section 485 of the Act, the
Company has published a notification in the newspapers namely
"Haribhumi" (Hindi) and "The Financial Express" (English) as well as
in the Official Gazette (English & Hindi) on 21.03.2015 & 11.04.2015
respectively.
9. The notice of 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 the Registrar of Companies. The
Voluntary Liquidator had also published Form 151 of his appointment
as Voluntary Liquidator.
10. Further, pursuant to the provisions of Section 497 of the Act,
the Liquidator published Form No.155 in the newspapers namely 'The
Financial Express' (English) & 'Nya India' (Hindi) on 22.12.2015 and
in the Official Gazette (English & Hindi) on 16.01.2016 for the final
meeting to be held on 27.01.2016.
11. The Final Meeting of the said company was held on 27.01.2016
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 14.03.2015 to
21.12.2015 with the Official Liquidator on 03.02.2016 and before the
Registrar of Companies on 29.01.2016 and 01.02.2016 respectively.
Signature Not Verified
By:SUNIL SINGH NEGI
Signing Date:15.01.2021
18:26:50
12. The Official Liquidator has received no objection from the
Registrar of Companies.
13. The Official Liquidator is not in receipt of any 'No Objection'
certificate from the Income Tax Department. However, the Official
Liquidator had sent several communications to the Income Tax
Department but no response was received informing about any dues
w.r.t. the said Company.
14. The Voluntary Liquidator Mr. Sanjeev Khandelwal has filed an
Affidavit dated 21.04.2016 stating that "the company does not have
any dues towards government Authorities" and the Alternate Director
Mrs. Anilkumar Vijayalakshmi has filed an Indemnity Bond dated
20.04.2016 undertaking and indemnifying "to settle all lawful claims
and liabilities in future, if any, with the concerned parties/
departments/ Authorities of local/state/Central government of India if
any dues/shortage/tax liabilities arise in future in relation with the
said company".
15. 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.
Signature Not Verified
By:SUNIL SINGH NEGI
Signing Date:15.01.2021
18:26:50
16. In view of the foregoing and in view of the satisfaction
accorded by the OL 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. 23.12.2020.
17. 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.
18. The petition is accordingly disposed of.
C. HARI SHANKAR, J.
JANUARY 11, 2021
Signature Not Verified
By:SUNIL SINGH NEGI
Signing Date:15.01.2021
18:26:50
