SEGECE INDIA PRIVATE LIMITED (IN VOL. LIQN. ) v. .
2017-02-17
SIDDHARTH MRIDUL
body2017
DigiLaw.ai
JUDGMENT : SIDDHARTH MRIDUL, J. 1. The present is a petition under section 497(6) of the Companies Act, 1956, (hereinafter referred to as 'the Act') by the Official Liquidator, seeking voluntary winding up of Segece India Private Limited (hereinafter referred to as ‘Petitioner Company’). 2. The Petitioner Company has been incorporated under the provisions of the Companies Act, 1956 on 19.06.2008 and a certificate in this behalf has been issued by the Assistant Registrar of Companies, NCT of Delhi and Haryana at New Delhi. 3. The registered office of the Petitioner Company is at New Delhi, within the jurisdiction of this Court. 4. The Declaration of solvency was executed and approved by the Board of Directors in their meeting held on 02.07.2013 and the same has been filed with the office of the Registrar of Companies in Form 149 as prescribed under section 488 of the Act, on 05.07.2013. The Petitioner Company had passed a special resolution in its Extraordinary General Meeting held on 19.07.2013, for voluntary winding up of the Petitioner Company, whereby, Ms. Kavita Pamnani had been appointed as the Voluntary Liquidator of the Petitioner Company. 5. The Registrar of Companies was informed regarding the voluntary winding up and the appointment of the Voluntary Liquidator by way of Form 152 on 26.07.2013 in compliance with the provisions of Rule 315 of the Companies (Court) Rules, 1959. Notice under Rule 315 of Companies (Court) Rules, 1959 was also issued and requisite form, Form 151 was published in the Official Gazette on 10.08.2013. 6. The Voluntary Liquidator had caused, the requisite forms and notices as per the mandate of the provisions of the section 485(1) of the Act to be published in two newspapers, namely, ‘The Political Business Daily’ (English) on 27.07.2013 and ‘Veer Arjun’ (Hindi) on 27.07.2013. 7. Pursuant to provisions under Section 497 of the Act, the notice for the final Extraordinary General Meeting scheduled to be held on 21.03.2014 had been published in the newspapers, ‘The Political Business Daily’ (English) on 01.02.2014 & ‘Veer Arjun’ (Hindi) on 31.01.2014 and in the Official Gazette on 22.02.2014. 8.
7. Pursuant to provisions under Section 497 of the Act, the notice for the final Extraordinary General Meeting scheduled to be held on 21.03.2014 had been published in the newspapers, ‘The Political Business Daily’ (English) on 01.02.2014 & ‘Veer Arjun’ (Hindi) on 31.01.2014 and in the Official Gazette on 22.02.2014. 8. It has further been stated that the final Extraordinary General Meeting had been held on 21.03.2014 and the Voluntary Liquidator has filed the final accounts of the Company in Forms No.156 and 157, as prescribed under Rules 329 and 331 of the Companies (Court) Rules, 1959 before the Registrar of Companies and the Official Liquidator, for the period from 19.07.2013 and 25.01.2014. 9. It has been stated in the present petition that No Objection Certificates, dated 30.07.2015 and 28.10.2015, have been received from the Income Tax Department and the Registrar of Companies (NCT of Delhi & Haryana), respectively. 10. It has further been stated that Mr. Pankaj Prakash and Mr. Rahul Khosla, the Ex-Directors of the Petitioner Company, have filed an Indemnity Bond dated 21.08.2015 with the Official Liquidator, to pay and settle all lawful claims arising in future after the winding up of the Petitioner company, to indemnify any person for any losses that may arise pursuant to winding up of the Petitioner Company. Further, Ms. Kavita Pamnani, the Voluntary Liquidator of the Petitioner Company has also filed an Indemnity Bond dated 27.08.2015 stating that in the event the shareholders/members of the Petitioner Company fail to pay and settle all lawful claims arising in future after the winding up of the Petitioner company, to indemnify any person for any losses that may arise pursuant to winding up of the Petitioner Company, she shall be liable to pay and settle all lawful claims arising in future after the winding up of the Petitioner company, to indemnify any person for any losses that may arise pursuant to winding up of the Petitioner Company. 11. It has further been stated by way of the present petition that, the Official Liquidator has scrutinized the records submitted by the Voluntary Liquidator and has recorded satisfaction to the effect that necessary compliance with Section 509 of the Act & the other relevant provisions of the Act, has been made; and that the affairs of the Petitioner Company have not been conducted in a manner prejudicial to the interest of its members or the public.
12. In view of the facts and circumstances, the Official Liquidator has sought winding up and final dissolution of the Petitioner Company from the date of filing of the present petition i.e., 06.01.2017. 13. In view of the foregoing and in view of the satisfaction accorded by the Official Liquidator, the Petitioner 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., 06.01.2017. 14. 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. 15. The petition is accordingly disposed of.