Carmate India Private Limited v. Official Liquidator

1. This petition is filed under section 509 (6) of the Companies Act, 1956 (hereinafter referred to as “the Act”) by the Official Liquidator (OL), seeking dissolution of the Company, Carmate India Private Limited (in creditors voluntary liquidation). O R D E R (ORAL) % 05.04.2021

2. The said Company was incorporated under the provisions of the Companies Act, 1956 with the name “Carmate India Private Limited” with Registrar of Companies, NCT of Delhi & Haryana at Delhi on 8th August, 2012, (Eighth Day of August Two Thousand and Twelve) vide CIN No.U51909DL2012FTC239956 with an authorized capital of ₹2,70,00,000 (Rupees Two Crores Seventy Lacs only) divided into 27,00,000 (Twenty Seven Lacs) equity share of ₹ 10/- (Rupees Ten) each. The Paid-up Capital of the Company as per the 2021:DHC:1188 Master Data available on the portal of MCA21 is ₹ 2,50,00,000/- (Rupees Two Crores Fifty Lacs only).

3. The registered office of the company is situated within the territory of NCT of Delhi at 1st floor, The Great Eastern Centre, 70, Nehru Place, Behind IFCI Tower, New Delhi – 110019.

4. The first promoters at the time of incorporation were CAR MATE Mfg. Co. Ltd & CAR MATE Logistic Co. Ltd.

5. At the time of Creditors Voluntary Winding up of the petitioner company, there were two equity shareholders. The directors at the time of Creditors Voluntary Winding-up were Shinichi Takeda, Shinobu Nakamura, Tadashi Shionuma, Takaaki Murata & Muneyoshi Kawahira. The financial position of the company as disclosed in the audited balance sheets ending as on 31st March, 2015 and 31st March, 2014 are also annexed to the petition.

6. Pursuant to the provisions of Section 500 (2) of the Companies Act, 1956, notice of meeting of creditors has been advertised by the company in the newspapers namely “Times of India” (English) & “Navbharat Times” (Hindi) on 21st May, 2016 and in “The Official Gazette” on 11th June, 2016, for the meeting of the creditors of the company to be held on 30th June, 2016.

7. The Extra Ordinary general meeting of the Company and a meeting the creditors of the Company was held on 30th June, 2016 and special resolution for voluntary winding up of the company by creditors was passed whereby Mr. Mukesh Singhal was appointed as the Voluntary Liquidator.

8. The notice of appointment of Voluntary Liquidator in Form 152 as required under Section 501 (1) read with Rule 315 of the Companies (Court) Rules, 1959 was filed with ROC, NCT of Delhi on 18th July, 2016. The Voluntary Liquidator has also given notice of his appointment in Form 151 as required U/S 516 of the Companies Act, 1956 read with Rule 315 of the Companies Court Rules, 1959, and the citations were published in the newspapers “Navbharat Times” (Hindi) and “Times of India” (English) on 22nd July, 2016 and in “The Official Gazette” on 6th August, 2016.

9. Further, pursuant to the provisions of Section 509 (2) of the Companies Act, 1956, read with Rule 329 of Companies (Court) Rules, 1959, the Voluntary Liquidator published the advertisement in Form 155 of the Companies (Court) Rules, 1959 in daily newspapers namely ‘The Hindu’ (English) & ‘Veer Arjun’ (Hindi) on 26th June, 2019 and in Official Gazette on 6th July, 2019 for the final meeting of the Company and Creditors to be held on 9th August, 2019.

10. The General Meeting of the Company and a meeting of creditors was held on 9th August, 2019. The Voluntary Liquidator placed the liquidators’ accounts in Form 156 as prescribed under Rule 329 of the Companies (Court) Rules, 1959 for the period from 30th June, 2016 to 20th June, 2019. The Voluntary Liquidator filed Form 156 vide SRN H82005190 and Form 158 vide SRN H82006016 with the Registrar of Companies, NCT of Delhi & Haryana on 10th August, 2019 and with the Official Liquidator on 13th August, 2019.

11. The Official Liquidator has received No Dues Certificate from Income Tax Department. The Registrar of Companies has also intimated the office of the Official Liquidator that they have no objection to the dissolution of the Company.

12. The Voluntary Liquidator namely Mr. Mukesh Singhal, has filed an Affidavit stating that there is no outstanding liability in the name of the company and an Indemnity bond dated 9th December, 2019 undertaking to indemnify “1. the claimants for all lawful claims against the company arising in future after the liquidation of the Company. 2. Any person for any direct and actual that may arise pursuant to liquidation of the Company; and 3. The claimants for all lawful claims and liabilities, which have not come to my notice up to this stage, and if any claim arise or observed even after the dissolution of the company”.

13. The Official Liquidator is also satisfied that the necessary compliance of Section 509 and other relevant provisions of the Act have been made and the affairs of 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.

14. 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. 5th March, 2021.

15. A copy of this order be filed by the Official Liquidator with the the Act.