Judgment:
$~CP-26 IN THE HIGH COURT OF DELHI AT NEW DELHI Date of Decision:
05. 04.2019 CO.PET. 9/2019 IN THE MATTER OF SHINSHO K MAC PRECISIONS PARTS (INDIA) PRIVATE LIMITED ……Petitioner * % + Through Mr. Deepak Anand, Adv. on behalf of the 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 SHINSHO K MAC PRECISIONS PARTS (INDIA) PRIVATE LIMITED (VOL. LIQN.) (herein referred to as the “said company”).
2. A perusal of the petition shows that the said Company was incorporated under the provisions of the Act on 29.03.2012 with the Registrar of Companies, NCT of Delhi & Haryana (ROC), having authorized share capital of Rs. 1.75 Crores divided into 17,50,000 equity shares of Rs. 10/-. The Paid up capital of the said company was Rs. 15,14,10,000 (Fifteen Crores Fourteen Lakhs Ten Thousand) divided 1,51,41,000 equity shares of Rs. 10/-.
3. The registered office of the said Company is situated at 603, International Trade Tower, Nehru Palace, New Delhi-110019. Co.Pet.9/2019 Page 1 4. The said Company has passed a special resolution in its Extraordinary General Meeting held on 26.09.2016 for voluntary winding up of the said Company, wherein, Mr. Himanshu Srivastava, was appointed as Voluntary Liquidator of the said Company at a remuneration of Rs. 50,000/-.
5. The ROC was informed regarding the voluntary winding up and the appointment of the Voluntary Liquidator. Notices under Rule 315 of the Company Court Rules (1959) were issued and requisite forms were filed with the ROC.
6. The declaration of solvency was executed and declared on 23.08.2016 and the same has been filed with the office of the ROC in Form 149 pursuance to the provisions of Section 488 of the Act read with Rule 313 of the Companies (Court) Rules, 1959. The said documents are annexed to this present petition.
7. The Voluntary Liquidator has filed the requisite forms and notices which were published in the Official Gazette on 28.09.2016 as well as in two newspapers namely in “Business Standard”(English and Hindi) on 05.11.2016 along with Memorandum of Association and Articles of Association with the Office of OL.
8. Pursuant to Section 497, the Final General Meeting was convened and held on 31.10.2018 and the Voluntary Liquidator’s statement of account in Form No.156 for the period 01.04.2016 to 26.09.2017 was laid before the meeting and was adopted unanimously. The Voluntary Liquidator has filed the Liquidator’s statement of account with the ROC in terms of Section 497 in Form No.156 as prescribed under Rule 329 of the Companies (Court) Rules, 1959 as filed vide SRN No.H26264929 and H26369058 on 01.11.2018. Co.Pet.9/2019 Page 2 9. The Voluntary Liquidator has filed the indemnity bond dated 31.10.2018 with the OL undertaking to indemnify all the future lawful claims and liabilities against the said Company, if arises in future after the dissolution of the said Company 10. The OL has received No Objection Certificates from the ROC and Income Tax Department.
11. The OL has scrutinized the records submitted by the Voluntary Liquidator and has recorded satisfaction that necessary compliances of Section 497 of the Act and the other relevant provisions of the Act have been made and that the affairs of the said Company have not been conducted in a manner prejudicial to the interest of its members.
12. The OL, in these circumstances, has sought winding up and final dissolution of the said Company from the date of filing of the petition i.e.28.03.2019 13. In view of the above and the satisfaction recorded by the OL, the said Company is wound up and shall be deemed to be dissolved with effect from the date of the filing of the petition i.e.28.03.2019 14. A copy of the order be filed by the OL with the ROC within the statutory period as per the Act.
15. The petition is accordingly disposed of. JAYANT NATH, J APRIL5 2019 sd Co.Pet.9/2019 Page 3