Delhi High Court
Tes India Private Limited (In ... vs ... on 22 March, 2021
$~10 (Company Side)
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.PET. 11/2021
TES 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)
% 22.03.2021
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. TES India Private Limited, be dissolved from
the date of the filing of the instant petition, i.e. 16th March,2021.
2. The record shows that the subject Company was incorporated
on 29th May, 2013, with the Registrar of Companies, NCT of Delhi
and Haryana. The Corporate Identity Number of the Company is
U80900DL2013FTC253117. The registered office of the subject
Company is stated to be situated within the territory of the NCT of
Delhi, at Level 4, Rectangle 1, D-4, Commercial Complex, Saket,
New Delhi - 110017.
3. The authorised share capital of the company is Rs.10,00,000/-
(Rupees Ten Lakhs Only) divided into 1,00,000 (One Lakh) Equity
shares of Rs. 10/- (Rupees Ten) each. The record shows that shares of
Digitally Signed
By:SUNIL SINGH NEGI
Signing Date:24.03.2021
18:22:18
the company were never allotted and that share subscription money
was not received from the subscribers. As per the records, TSL
Education Limited had subscribed for 49,995 shares and TSL
Education Acquisition Limited had subscribed for 5 shares.
4. The directors of the Company in issue, as on the date of passing
the resolution of voluntary winding up, were Mr. Matthew O'Sullivan
and Mr. Aloke Surana.
5. The Board of Directors of the Company, in their meeting held
on 15th April, 2015, 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 14th April, 2015, 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 27th
May, 2015.
6. An extra-ordinary general meeting of the members of the
Company was held on 06th May, 2015, at the registered office of the
Company, where a special resolution for the voluntary liquidation of
the company was passed and one Ms. Nikita Kothari was appointed as
Signature Not Verified
Digitally Signed
By:SUNIL SINGH NEGI
Signing Date:24.03.2021
18:22:18
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 29th August, 2015 and in the
newspaper "Business Standard"(English edition and Hindi edition) on
06th August, 2015. Further, the Voluntary Liquidator had filed notice
of his appointment, in Form 152, with the Registrar of Companies, on
16th September, 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 30th November, 2015. in the newspapers, "Business
Standard"(English edition and Hindi edition) on 23rd September, 2015
and in the Official Gazette on 31st October, 2015.
9. The final extraordinary general meeting of the Company was
held on 30th November, 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 06th May, 2015 to
20th September, 2015 before the Registrar of Companies, NCT Of
Delhi and Haryana, on 30th January, 2016. As per the statement of
Signature Not Verified
Digitally Signed
By:SUNIL SINGH NEGI
Signing Date:24.03.2021
18:22:18
accounts of the winding up process, as the Company did not
commence its business, no sums were realized and the Company did
not have any debts.
11. The Voluntary Liquidator has filed a no dues certificate, dated
22nd January, 2016, stating that there were no outstanding statutory
dues against the company and that no bank accounts existed in the
name of the company.
12. The Voluntary Liquidator has stated before the Official
Liquidator, that as no business was commenced by the Company,
therefore no income tax returns were filed and there were no dues
towards income tax.
13. The Registrar of Companies has provided a letter, dated 05th
February, 2016, 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 22nd January, 2016, undertaking
to pay and settle all lawful claims arising up to a period of five years
after the winding up of the Company and also to indemnify any
person for any losses and to settle all lawful claims and liabilities in
relation to the said company for a period of five years.
Signature Not Verified
By:SUNIL SINGH NEGI
Signing Date:24.03.2021
18:22:18
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. 16th
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.
18. The petition is disposed of in the aforesaid terms.
C.HARI SHANKAR, J
MARCH 22, 2021
ss
Signature Not Verified
Digitally Signed
By:SUNIL SINGH NEGI
Signing Date:24.03.2021
18:22:18
