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HIGH COURT OF DELHI
CO. PET. NO. 17/2020
IN THE MATTER OF
ROHIT FARMS PRIVATE LIMITED (IN MEMBERS’ VOL.
LIQN.) .....Petitioner
Through: Ms. Sangeeta Chandra, Advocate for the Official Liquidator
JUDGMENT
1. This petition is filed under Section 497(6) of The Companies Act, 1956 (hereinafter referred to as “the Act”) by the Official Liquidator (OL), seeking dissolution of the company ROHIT FARMS PRIVATE LIMITED (in Members’ Voluntary Liquidation) (hereinafter referred to as “the Company”). O R D E R % 29.09.2020 (Video-Conferencing)
2. The Company was incorporated on 14th May, 1985 having Corporate Identity Number U74899DL1985PTC02091[4] under the provisions of the Companies Act, 1956.
3. The registered office of the Company was situated within the territory of NCT of Delhi at 21, Rajindra Bhawan, Pusa Road, New Delhi – 110008. 2020:DHC:2902
4. The Company was having Authorized Share Capital of ₹ 1,50,00,000/- (Rupees One Crore Fifty Lakh Only) divided into 1,50,000 (One Lakh Fifty Thousand) equity shares of ₹ 100/- (Rupees Hundred) each and the Paid-Up Equity Share Capital is ₹ 1,25,00,000 (Rupees One Crore Twenty-Five Lakh Only) divided into 1,25,000 (One Lakh Twenty-Five Thousand) equity shares of ₹ 100/- (Rupees Hundred) each.
5. The first promoters as well as first directors at the time of incorporation were Smt. Anju Jain and Mr. Praveen Kumar Jain.
6. At the time of Members’ Voluntary Winding up of the petitioner Company, there were two shareholders as well as two directors namely, Mr. Surinder Singh Marwah and Mr. Jasmeet Singh Marwah. The financial position of the Company as disclosed in the audited balance sheets ending as on 31st March, 2008 and 31st March, 2009 are also annexed to the petition.
7. The prescribed Form No. 149 for the Declaration of Solvency was filed with the Registrar of Companies on 19th January, 2010 vide Challan No. A76742337.
8. Pursuant to the provisions of Section 484(1) and other applicable provisions of the Act, the Extra-ordinary General Meeting (EGM) of the members of the said Company was held on 20th January, 2010 and a special resolution was passed whereby, Sh. Jasmeet Singh Marwah was appointed as the Voluntary Liquidator of the Company.
9. As per the requirement of Section 485 of the ‘Act’, the citation was published in the newspapers namely “Veer Arjun” (Hindi) and “The Statesman” (English) as well as in the Official Gazette (English & Hindi) on 26th January, 2010 & 20th February, 2010 respectively.
10. The notice for appointment of Voluntary Liquidator in Form 152 as required under Section 493 r/w Rule 315 of the Companies (Court) Rules, 1959 was filed with Registrar of Companies on 20.01.2010. The Voluntary Liquidator has also given notice of his appointment in Form No. 151 as required under Section 516 of the Companies Act, 1956 read with Rule 315 of the Companies (Court) Rules, 1959 in the newspapers namely “Veer Arjun” (Hindi) and “The Statesman” (English) as well as in the Official Gazette (English & Hindi) on 26th January, 2010 & 20th February, 2010 respectively.
11. Further, pursuant to the provisions of Section 497 of the ‘Act’, the Liquidator has also published Form No. 155 in the daily newspapers namely ‘The Statesman’ (English) & ‘Veer Arjun’ (Hindi) on 19th May, 2010 and in the Official Gazette (English & Hindi) on 19th June, 2010 for convening the final meeting to be held on 22nd June, 2010.
12. The Final Meeting of the said Company was held on 22.06.2010 and the Voluntary Liquidator has filed accounts of the said Company in Form No. 156 & 157 as prescribed under Rule 329 & 331 of the Companies (Court) Rules, 1959 for the period from 20th January, 2010 to 10th May, 2010 with the Official Liquidator on 30th June, 2010 & before the Registrar of Companies, NCT of Delhi & Haryana, New Delhi on 15th January, 2011 and 5th July, 2010 respectively.
13. It has been stated in the petition that the Voluntary liquidation of the Company has been pending since long. Despite various letters having been written by the office of the Official Liquidator to the Income Tax Department, the said Department has neither raised any demand nor issued any ‘No Objection Certificate’ (NOC). It has further been stated that on the e-filing portal of the Income Tax Department, in response to outstanding demand qua the Company i.e. ROHIT FARMS PRIVATE LIMITED, the status is indicated as – ‘No Records Found’. It has thus, been presumed that there is no outstanding demand against the Company.
14. Both the Directors namely, Mr. Surinder Singh Marwah and Mr. Jasmeet Singh Marwah have, in order to provide further safeguard, jointly filed an Indemnity Bond & their respective Affidavits dated 27th December, 2010 undertaking to indemnify the concerned parties/ departments/ authorities/ of local/ state/ Government of India if any dues/ shortage/ tax liabilities arises in future in relation with the Company.
15. The Official Liquidator has received No Objection Certificate from the Registrar of Companies.
16. The Official Liquidator is also satisfied that the necessary compliance of Section 497 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.
17. On a perusal of the above mentioned facts, the documents annexed with the petition and the satisfaction accorded by the Official Liquidator by way of the present petition, the Company named ROHIT FARMS PRIVATE LIMITED (in Members’ Voluntary Liquidation) is hereby wound up and shall be deemed to be dissolved with effect from the date of the filing of the present petition.
18. A copy of this order be filed by the Official Liquidator with the the Act.
19. The petition is accordingly disposed of.
C. HARI SHANKAR, J
SEPTEMBER 29, 2020