IN THE HIGH COURT OF DELHI AT NEW DELHI Judgment delivered on:
18. 10.2016 CO.PET. 549/2016 AGARWAL REFRIGERATION PRIVATE LIMITED (IN VOL. LIQN.) Through: Mr. Mayank Goel, Advocate on behalf of the Official Liquidator. CORAM: HON'BLE MR. JUSTICE SIDDHARTH MRIDUL JUDGMENT
SIDDHARTH MRIDUL, J.
1. The present is a petition under section 497(6) of the Companies Act, 1956, by the Official Liquidator, seeking voluntary winding up of Agarwal Refrigeration Private Limited (hereinafter referred to as ‘petitioner company’).
2. The petitioner company has passed a special resolution in its Extraordinary General Meeting held on 12.03.2015, for voluntary winding up of the petitioner company, whereby, Ms. Rakhi Bhattacharya was appointed as the Voluntary Liquidator of the petitioner company.
3. The Registrar of Companies was informed regarding the voluntary winding up and the appointment of the Voluntary Liquidator. Notices under CO.PET. 549/2016 Page 1 of 3 Rule 315 of the Company (Court) Rules, 1959 were issued and requisite forms were filed with the Registrar of Companies.
4. The declaration of solvency was executed and approved by the Board of Directors in their meeting held on 06.01.2015, and the same has been filed with the office of the Registrar of Companies in Form 149 as prescribed under Section 488 of the Companies Act, 1956.
5. The Voluntary Liquidator has filed the requisite forms and notices which were published in the Official Gazette on 11.04.2015 as well as in two newspapers, namely, “The Money Makers” (English) and “Dainik Mahalaxmi Bhagyaoday” (Hindi) on 16.03.2015, along with the Memorandum of Association and Articles of Association with the Office of the Official Liquidator.
6. Pursuant to Section 497 of the Companies Act, 1956, the final Extraordinary General Meeting was held on 10.06.2015 and the Voluntary Liquidator filed the final accounts of the Company in Form 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.
7. It has been stated by counsel appearing on behalf of the Official Liquidator that ‘No Objection Certificates’ have been received from the Registrar of Companies and the Income Tax Department. CO.PET. 549/2016 Page 2 of 3 8. The Contributories of the petitioner company have filed an Indemnity Bond with the Official Liquidator, to pay and settle all lawful claims arising in future after the winding up of the company and/or to indemnify any person for any losses that may arise pursuant to the winding up of the company.
9. It has further been averred by counsel appearing on behalf of the Official Liquidator that the latter has scrutinized the records submitted by the Voluntary Liquidator and has recorded satisfaction to the effect that necessary compliance with Section 497 of the Companies Act, 1956, and the other relevant provisions of the Companies Act, 1956, have been made and that the affairs of the Company have not been conducted in a manner prejudicial to the interest of its members or to the public.
10. In view of the facts and circumstances, the Official Liquidator has sought winding up and final dissolution of the Company from the date of filing of the present petition i.e. 11.07.2016.
11. In view of the foregoing and in view of the satisfaction recorded by the Official Liquidator, the 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.11.07.2016.
12. 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 Companies Act, 1956. CO.PET. 549/2016 Page 3 of 3 13. The petition is disposed of accordingly. OCTOBER18 2016 bp/sb SIDDHARTH MRIDUL, J CO.PET. 549/2016 Page 4 of 4