In the Matter of Kunal Brothers Private Limited (In Vol. Liqn.) Vs......... - Court Judgment

SooperKanoon Citationsooperkanoon.com/1207204
CourtDelhi High Court
Decided OnJul-24-2017
AppellantIn the Matter of Kunal Brothers Private Limited (In Vol. Liqn.)
Respondent........
Excerpt:
$~ * in the high court of delhi at new delhi % reserved on:18. h july, 2017 pronounced on:24. h july, 2017 co.pet. no.43/2017 in the matter of kunal brothers private limited (in vol. liqn.) ........ petitioner through mr.mayank goel, advocate for official liquidator. ........ versus + ..... respondent through none coram: hon'ble mr. justice yogesh khanna yogesh khanna, j.1. this is a petition under section 497(6) of the companies act, 1956 (hereinafter as „the act‟) by the official liquidator, seeking voluntary winding up of kunal brothers private limited (hereinafter as „petitioner company‟).2. the petitioner company was incorporated on 10.11.1983 having corporate identity number u74899dl1983ptc016928, under the provisions of the act with the registrar of companies, nct of delhi and haryana with the authorized share capital of `25,00,000/- divided into 2,50,000 equity shares of `10/- each. co.pet. no.43/2017 page 1 of 4 3. the registered office of the company is situated within the territory of nct of delhi at unit no.8-12, ground floor, world trade centre, babar road, connaught place, new delhi-110001.4. the promoters at the time of incorporation of the company were smt.kamla chawla and shri jugal kishore chugh.5. at the time of members voluntary winding up of the petitioner company, there were four shareholders and three directors. the financial position of the company as disclosed in the audited balance sheets ending as on 31.03.2013, 31.03.2014 and 31.08.2015 are annexed to the petition.6. pursuant to the provisions of section 490 and other applicable provisions of the act, an extra ordinary general meeting of the members of petitioner company was held on 16.02.2016 and a special resolution was passed for members‟ voluntary winding up. mr.amit aggarwal was appointed as voluntary liquidator of the company at remuneration of `21000/- excluding pocket expenses and taxes. the declaration of solvency was executed and approved by the board of directors in their meeting dated 12.01.2016. necessary form no.149 was filed.7. the voluntary liquidator gave notice of his appointment under rule 315 the companies (court) rule, 1959 in form 151 published in the official gazette on 19.03.2016. the notification with respect to extraordinary general meeting held on 16.02.2016 was published in newspapers, namely, “business standard” – english and “business co.pet. no.43/2017 page 2 of 4 standard” – hindi dated on 26.02.2016 and in the official gazette of government of india on 19.03.2016.8. pursuant to the provisions of section 497 of the act, the voluntary liquidator has published the required notification in daily newspaper “business standard” – hindi and english on 28.12.2016 and also in the official gazette-published on 21.01.2007 for final meeting on 03.02.2017. the extra ordinary general meeting, pursuant to section 497 of the company act, 1956 was held on 03.02.2017 and the voluntary liquidator filed accounts of the company for the period from 16.02.2016 to 31.12.2016 with the registrar of companies, nct of delhi and haryana and the official liquidator, as per rules. the details of the statement of account of winding up, in form no.156 of the rules show as to how the winding up has been conducted and how the property of the company was disposed of.9. the directors gave necessary affidavits and indemnity bonds duly attested dated 22.06.2016 and declared that the company is in a position to pay to debts within a year of the winding up. the official liquidator submitted the no dues certificate dated 17.06.2016 from the income tax department.10. the registrar of companies, nct of delhi and haryana vide its letter no.16016 dated 06.01.2017 has stated that it has no objection for dissolution of the company in voluntary liquidation.11. from the scrutiny of the records submitted by the voluntary liquidator, the official liquidator attached to this court is satisfied that co.pet. no.43/2017 page 3 of 4 the necessary compliances of section 497 of the act and other related provisions of the companies act, 1956, as applicable thereto have been made and the affairs of the company have not been conducted in any manner prejudicial to the interest of its members and public at large and thus requested for the winding up of the petitioner company. all relevant documents are annexed to the petition.12. in these circumstances, the petition of the official liquidator is taken on record and the petitioner company is ordered to be wound up and dissolved from the date of filing of this petition.13. a copy of this order be filed by the official liquidator with the registrar of companies within the statutory period, as provided for in the act.14. the petition is accordingly disposed of. yogesh khanna, j july24 2017 m/rs co.pet. no.43/2017 page 4 of 4
Judgment:

$~ * IN THE HIGH COURT OF DELHI AT NEW DELHI % Reserved on:

18. h July, 2017 Pronounced on:

24. h July, 2017 CO.PET. No.43/2017 IN THE MATTER OF KUNAL BROTHERS PRIVATE LIMITED (IN VOL. LIQN.) ........ Petitioner

Through Mr.Mayank Goel, Advocate for Official Liquidator. ........ versus + ..... Respondent Through None CORAM: HON'BLE MR. JUSTICE YOGESH KHANNA YOGESH KHANNA, J.

1. This is a petition under section 497(6) of the Companies Act, 1956 (hereinafter as „the Act‟) by the Official Liquidator, seeking voluntary winding up of Kunal Brothers Private Limited (hereinafter as „petitioner company‟).

2. The petitioner company was incorporated on 10.11.1983 having Corporate Identity Number U74899DL1983PTC016928, under the provisions of the Act with the Registrar of Companies, NCT of Delhi and Haryana with the authorized Share Capital of `25,00,000/- divided into 2,50,000 equity shares of `10/- each. CO.PET. No.43/2017 Page 1 of 4 3. The registered office of the company is situated within the territory of NCT of Delhi at Unit No.8-12, Ground Floor, World Trade Centre, Babar Road, Connaught Place, New Delhi-110001.

4. The promoters at the time of incorporation of the company were Smt.Kamla Chawla and Shri Jugal Kishore Chugh.

5. At the time of Members Voluntary Winding up of the petitioner company, there were four shareholders and three directors. The financial position of the company as disclosed in the audited balance sheets ending as on 31.03.2013, 31.03.2014 and 31.08.2015 are annexed to the petition.

6. Pursuant to the provisions of Section 490 and other applicable provisions of the Act, an Extra Ordinary General Meeting of the Members of petitioner company was held on 16.02.2016 and a special resolution was passed for Members‟ Voluntary Winding up. Mr.Amit Aggarwal was appointed as Voluntary Liquidator of the company at remuneration of `21000/- excluding pocket expenses and taxes. The declaration of solvency was executed and approved by the Board of Directors in their meeting dated 12.01.2016. Necessary Form No.149 was filed.

7. The Voluntary Liquidator gave notice of his appointment under Rule 315 the Companies (Court) Rule, 1959 in Form 151 published in the official Gazette on 19.03.2016. The notification with respect to extraordinary general meeting held on 16.02.2016 was published in newspapers, namely, “Business Standard” – English and “Business CO.PET. No.43/2017 Page 2 of 4 Standard” – Hindi dated on 26.02.2016 and in the Official Gazette of Government of India on 19.03.2016.

8. Pursuant to the provisions of Section 497 of the Act, the Voluntary Liquidator has published the required notification in daily newspaper “Business Standard” – Hindi and English on 28.12.2016 and also in the Official Gazette-published on 21.01.2007 for final meeting on 03.02.2017. The Extra Ordinary General Meeting, pursuant to section 497 of the Company Act, 1956 was held on 03.02.2017 and the voluntary liquidator filed accounts of the company for the period from 16.02.2016 to 31.12.2016 with the Registrar of Companies, NCT of Delhi and Haryana and the Official Liquidator, as per rules. The details of the statement of account of winding up, in Form No.156 of the Rules show as to how the winding up has been conducted and how the property of the company was disposed of.

9. The directors gave necessary affidavits and indemnity bonds duly attested dated 22.06.2016 and declared that the company is in a position to pay to debts within a year of the winding up. The Official Liquidator submitted the No Dues Certificate dated 17.06.2016 from the Income Tax Department.

10. The Registrar of Companies, NCT of Delhi and Haryana vide its letter No.16016 dated 06.01.2017 has stated that it has no objection for dissolution of the company in voluntary liquidation.

11. From the scrutiny of the records submitted by the voluntary liquidator, the Official Liquidator attached to this Court is satisfied that CO.PET. No.43/2017 Page 3 of 4 the necessary compliances of Section 497 of the Act and other related provisions of the Companies Act, 1956, as applicable thereto have been made and the affairs of the Company have not been conducted in any manner prejudicial to the interest of its members and public at large and thus requested for the winding up of the petitioner company. All relevant documents are annexed to the petition.

12. In these circumstances, the petition of the Official Liquidator is taken on record and the petitioner company is ordered to be wound up and dissolved from the date of filing of this petition.

13. A copy of this order be filed by the Official Liquidator with the Registrar of Companies within the statutory period, as provided for in the Act.

14. The petition is accordingly disposed of. YOGESH KHANNA, J JULY24 2017 M/RS CO.PET. No.43/2017 Page 4 of 4