Delhi High Court
Sage Fincon Private Limited (In ... vs .. on 25 March, 2021
$~7(Company Side)
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO. PET. 12/2021
SAGE FINCON 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. Sage Fincon Private Limited, be dissolved from
the date of the filing of the instant petition, i.e. 19th March, 2021.
2. The record shows that the subject Company was incorporated
on 29th July, 2003, with the Registrar of Companies, NCT of Delhi
and Haryana. The Corporate Identity Number of the Company is
U67190DL2003PTC121522. The registered office of the subject
Company is stated to be situated within the territory of the NCT of
Delhi, at G-2, Hauz Khas, New Delhi- 110016.
3. The authorised share capital of the company is ₹2,50,00,000/-
divided into 25,00,000 Equity shares of ₹ 10/- (Rupees Ten) each. The
record shows that one Mr. Rajit Seth held 12,55,000 equity shares and
R.N. Seth & Associates Pvt. Ltd. held 12,45,000 shares.
Signature Not Verified
By:SUNIL SINGH NEGI
Signing Date:13.04.2021
15:42:48
4. The directors of the Company in issue, as on the date of passing
the resolution of voluntary winding up, were Rajit Seth and Jayanti
Seth.
5. The Board of Directors of the Company, in their meeting held
on 17th November, 2014, 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 had no debts. The
declaration of solvency was accompanied with a statement of the
company's assets and liabilities as on 30th September, 2014, 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 19th December, 2014.
6. An extra-ordinary general meeting of the members of the
Company was held on 05th January, 2015, at the registered office of
the Company, where a special resolution for the voluntary liquidation
of the company was passed and one Mr. Ranbir Singh Saluja 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 07th February, 2015 and in the
newspaper "Business Standard"(English edition and Hindi edition) on
09th January, 2015. Further, the Voluntary Liquidator had filed notice
Signature Not Verified
By:SUNIL SINGH NEGI
Signing Date:13.04.2021
15:42:48
of his appointment, in Form 152, with the Registrar of Companies, on
20th March, 2015.
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 15th May, 2015 in the newspapers, "Business Standard"(English
edition and Hindi edition) on 20th April, 2015 and in the Official
Gazette on 16th May, 2015.
9. The final extraordinary general meeting of the Company was
held on 15th May, 2015.
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 05th January,
2015 to 15th May, 2015 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 ₹ 3,00,82,992/- was
recovered during the winding up process. A sum of ₹ 1,68,540/- was
expended towards the remuneration of the liquidator, ₹ 67,416/-
towards legal charges, ₹ 35,489 towards the cost of publication of
notices and ₹ 61,547/- on incidental outlays. A sum of ₹ 2,97,50,000/-
was returned to the contributories.
11. The Voluntary Liquidator has filed a no dues certificate, dated
25th December, 2015, stating that there were no outstanding statutory
dues against the company.
Signature Not Verified
By:SUNIL SINGH NEGI
Signing Date:13.04.2021
15:42:48
12. The Voluntary Liquidator has filed a no objection certificate,
dated 08th February, 2021, from the Income Tax Department, stating
that there was no demand outstanding against the Company.
13. 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.
14. The Voluntary Liquidator has further submitted to the Official
Liquidator, an indemnity bond, dated 19th January, 2016, 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.
15. 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.
16. 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. 19th
March, 2021.
17. 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
18. 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
