Judgment:
$~CP-34 * IN THE HIGH COURT OF DELHI AT NEW DELHI % Date of Decision:
18. 12.2018 + CO.PET. 24/2018 CARREFOUR WC&C INDIA PVT. LTD (IN VOL. LIQN.) ...... Petitioner
Through Ms. Ruchi Sindhwani, Sr. Standing Counsel and Ms. Megha Bharara, Advocates for OL. CORAM: HON'BLE MR. JUSTICE JAYANT NATH JAYANT NATH, J.
(ORAL) 1. This petition is filed under section 497(6) of the Companies Act, 1956 (herein referred to as “the Act”) by the Official Liquidator (OL), seeking voluntary winding up of the Company CARREFOUR WC&C INDIA PRIVATE LIMITED (IN VOL. LIQN.)(herein referred to as “the said company”).
2. The said Company was incorporated under the provisions of the Act with the name “Carrefour WC&C India Private Limited” with Registrar of Companies (ROC), NCT of Delhi & Haryana at Delhi on 19.09.2007 with an authorized capital of Rs. 5,00,000 (Rupees Five Lakh only) divided into 50,000 (Fifty Thousand) equity share of Rs. 10/- (Rupees Ten) each. The authorized share capital was subsequently increased vide EGM dated 22.08.2014. CO.PET. 24/2018 Page 1 of 4 3. The registered office of the said company is situated within the territory of NCT of Delhi at E- 22, 2nd Floor, Hauz Khas, New Delhi, 110016.
4. The first promoters at the time of incorporation were Mr. Jay Mishra and Ms. Shilpi Agarwal.
5. At the time of Members Voluntary Winding up of the said company, there were two shareholders. The directors at the time of Members Voluntary Winding-up were Mr. Jean Noel Bironneau, Mr. Jean Pierre Marcel Raymond Audebourg and Mr. Narendra Singhania. The financial position of the said company as disclosed in the audited balance sheets ending as on 31.12.2014 &31.12.2013 are also annexed to the petition.
6. The prescribed Form No.149 for the Declaration of Solvency was filed with the ROC on 27.10.2015 vide SRN No.C67969022.
7. Pursuant to the provisions of Section 484(1) of the Act and other applicable provisions of the Act, the Extra Ordinary General Meeting of the Members of said company was held on 28.10.2015 and a special resolution was passed whereby Sh. Narendra Singhania was appointed as the Voluntary Liquidator of the said Company at a remuneration of Rs. 2,00,000/-. In this regard Form MGT-14 was filed with the ROC.
8. That as per the requirement of Section 485 of the Act, the said company has published a notification in newspapers namely “Business Standard” (Hindi) and “Business Standard” (English) as well as in the Official Gazette (English & Hindi) on 07.11.2015 and 21.11.2015 respectively. CO.PET. 24/2018 Page 2 of 4 9. The notice of appointment of Voluntary Liquidator in Form 152 as required under Section 493 of the Act read with Rule 315 of the Companies (Court) Rules, 1959 was filed with the ROC. The Voluntary Liquidator had also published Form 151 for his appointment as Voluntary Liquidator.
10. Further, pursuant to the provisions of Section 497 of the Act, the Voluntary Liquidator has also published Form No.155 in the newspapers namely „Business Standard‟ (English)& „Business Standard‟ (Hindi) on 06.07.2018 and in Official Gazette (English & Hindi) on 21.07.2018 for the final meeting to be held on 20.08.2018.
11. The Final Meeting of the said company was held on 20.08.2018 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 28.10.2015 to 20.08.2018 with the OL on 24.08.2018 and before the ROC on 23.08.2018.
12. The OL has received No Dues Certificate dated 23.05.2018 from Income Tax Department and no objection has also been received from the ROC.
13. The Voluntary Liquidator has filed Indemnity bond & Affidavit dated 23.08.2018 with the OL undertaking that in case any liability arises towards Income Tax/Sales Tax Departments and other Government Authorities, it will be paid by shareholders/members of the company and in the event such demand, if raised, is not met by the shareholders/Members of the said Company the same will be paid by him as the Voluntary Liquidator of the said Company.
14. The OL is also satisfied that the necessary compliance of Section 497 and other relevant provisions of the Act have been made and the affairs of CO.PET. 24/2018 Page 3 of 4 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.
15. 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. 12.12.2018.
16. A copy of this order be filed by the OL with the ROC within the statutory period, as provided for in the Act.
17. The petition is accordingly disposed of. JAYANT NATH, J DECEMBER18 2018/v CO.PET. 24/2018 Page 4 of 4