Delhi High Court
Royal And Sun Alliance It ... vs .......... on 25 March, 2021
$~8(Company Side)
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO. PET. 13/2021
ROYAL AND SUN ALLIANCE IT SOLUTIONS (INDIA)
PRIVATE LIMITED (IN VOL. LIQN.) ..... Petitioner
Through: Mr. Kunal Sharma, Adv.
Standing Counsel for the
Official Liquidator
CORAM:
HON'BLE MR. JUSTICE C.HARI SHANKAR
O R D E R (ORAL)
% 25.03.2021
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. Royal & Sun Alliance It Solutions (India) Pvt.
Ltd, be dissolved from the date of the filing of the instant petition, i.e.
22nd March, 2021.
2. The record shows that the subject Company was incorporated
on 18th May, 1999, with the Registrar of Companies, NCT of Delhi
and Haryana. The Corporate Identity Number of the Company is
U72200DLl999PTC099798. The registered office of the subject
Company is stated to be situated within the territory of the NCT of
Delhi, at Apartment 5-7 10, Hailey Road, New Delhi 110001.
3. The authorised share capital of the company is
Rs.10,00,00,000/- (₹ Ten Crore Only) divided into Equity shares of
Rs. 10/- (₹ Ten) each. The record shows that Royal & Sun Alliance
Signature Not Verified
By:SUNIL SINGH NEGI
Signing Date:13.04.2021
15:42:48
Insurance PLC holds 5,85,29,190 shares and Royal Insurance Holding
PLC holds 10 shares.
4. The directors of the Company in issue, as on the date of passing
the resolution of voluntary winding up, were Antony Jacob, Jeffery
Stephen Kehoe, Christopher John Ronald Rash, Ajay Nair and Malti
Jaiswal.
5. The Board of Directors of the Company, in their meeting held
on 06th February, 2006, 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
by the board of directors that the company would be able to pay its
debts within a period of 6 months from the commencement of the
winding up. The declaration of solvency was accompanied with a
statement of the company's assets and liabilities as on 31st December,
2005, 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 20th February, 2006.
6. An extra-ordinary general meeting of the members of the
Company was held on 03rd March, 2006, at the registered office of the
Company, where a special resolution for the voluntary liquidation of
the company was passed and one Ms. Rachna Sethi was appointed as
the Voluntary Liquidator of the Company.
Signature Not Verified
By:SUNIL SINGH NEGI
Signing Date:13.04.2021
15:42:48
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 01st April, 2006 and in the
newspaper 'Veer Arjun' on 11th March, 2006. Further, the Voluntary
Liquidator had filed notice of his appointment, in Form 152, with the
Registrar of Companies, on 06th March, 2006.
8. The extra-ordinary general meeting of the members of the
Company was again held on 20th May, 2006, and Mr. S. Balachander
was appointed as the voluntary liquidator, to replace Ms. Rachna Sethi
who had resigned as the voluntary liquidator. 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 17th June, 2006 and in the newspaper 'Veer Arjun'
on 31st May, 2006. Further, the Voluntary Liquidator had filed notice
of his appointment, in Form 152, with the Registrar of Companies, on
22nd May, 2006.
9. 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 10th February, 2021, in the newspapers, "Financial
Express"(English edition) and "Jansatta" (Hindi edition) on 01st
January, 2021 and in the Official Gazette on 23rd January, 2021.
10. The final extraordinary general meeting of the Company was
held on 10th February, 2021.
Signature Not Verified
By:SUNIL SINGH NEGI
Signing Date:13.04.2021
15:42:48
11. 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 03rd March, 2006
to 24th December, 2020 before the Registrar of Companies, NCT of
Delhi and Haryana, on 18th May, 2015. As per the statement of
accounts of the winding up process, a sum of ₹ 83,28,226/- was
recovered during the winding up process. A sum of ₹ 25,000/- was
expended on liquidator's remuneration. A sum of ₹ 43,301/- was
expended on filing fees, ₹ 38,71,567/- on professional fees, ₹ 4,93,958
on Audit & Certification Fees, ₹ 9,63,220 on Consultation Fee, ₹2,220
on account of exchange loss on closure of Forex Bank account (US
Dollar), ₹ 1,01,998 on reimbursements, ₹ 30,822/- on Conveyance
Expense. A sum of ₹ 2,25,000/- was paid as bonus to employees, ₹
9,661/- was paid towards superannuation dues, ₹ 86,000/- towards
income tax, ₹ 11,120/- towards sales tax, ₹ 15,40,335/- towards
regular demand of income tax and ₹ 9,24,024/- to the assessing
authority of HVAT.
12. The Official Liquidator has further submitted that as the
winding up of the company was carried out for more than one year,
the Registrar of Companies has informed the Official Liquidator that
the Company has filed Form 153 and 154 from the years 2007 to
2020, in terms of Section 496.
13. The Voluntary Liquidator has filed with the Official Liquidator,
a bank account closure certificate dated 23rd December, 2020 and a
declaration dated 10th February, 2021 stating that the company does
not maintain any bank accounts in its name, as on date of declaration.
Signature Not Verified
By:SUNIL SINGH NEGI
Signing Date:13.04.2021
15:42:48
14. The Voluntary Liquidator has stated before the Official
Liquidator, that the Income Tax department has not provided a no
dues certificate, and therefore the Voluntary Liquidator has provided a
copy of the online record, which shows that no dues are outstanding
against the company.
15. The Registrar of Companies has provided a letter, dated 30th
June, 2015, 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.
16. The Voluntary Liquidator has further submitted to the Official
Liquidator, an affidavit, dated 08th March, 2021, stating that there are
no dues outstanding against the Company.
17. 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.
18. 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. 22nd
March, 2021.
19. 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.
Signature Not Verified
By:SUNIL SINGH NEGI
Signing Date:13.04.2021
15:42:48
20. The petition is disposed of in the aforesaid terms.
C.HARI SHANKAR, J
MARCH 25, 2021
ss
Signature Not Verified
By:SUNIL SINGH NEGI
Signing Date:13.04.2021
15:42:48
