AVH Forex Limited v. Official Liquidator

1. This petition is filed under section 497(6) of the Companies Act, 1956 (herein referred to as “the Act”) by the Official Liquidator (OL), seeking Dissolution of the Company, AVH Forex Limited (in members voluntary liquidation).

2. Petitioner Company was incorporated under the provisions of the Companies Act, 1956 with the name “AVH Forex Limited.” with (Twenty Second Day of May Two Thousand) vide CIN No. U74899DL2000PLC105787 with an authorized share capital of Rs.25,00,000/- (Rupees Twenty Five Lacs only) divided into 2,50,000 equity shares of Rs.10/- (Rupees Ten) each, which was later in the year 2001-02 increased to Rs.30,00,000 (Rupees Thirty Lacs only) divided into 3,00,000 equity shares of Rs.10/- (Rupees Ten) each. The Paid-up Capital of the Company as per the Master Data available on the portal of MCA21 is Rs. 25,50,000/- (Rupees Twenty Five Lacs and Fifty Thousand only). 2020:DHC:1495

3. The registered office of the company is situated within the territory of NCT of Delhi at M-23, Connaught Circus, New Delhi-110001.

4. The first promoters at the time of incorporation were Mr. Amrit Lal Mehta, Mr. Vijay Mehta, Mr. Harish Mehta, Mr. Rakesh Awasthi, Ms. Poonam Mehta, Ms. Rita Mehta & Ms. Neelam Mehta.

5. At the time of Members Voluntary Winding up of the petitioner company, there were seven shareholders. The Directors at the time of Members Voluntary Winding-up were Mr. AmritLal Mehta, Mr. Vijay Mehta, Mr. Harish Mehta, Mr. Rakesh Awasthi. The financial position of the Company is disclosed in the audited balance sheets ending as on 30.11.2014 & 31.03.2014 which are also annexed to the petition.

6. The prescribed Form No. 149 for the Declaration of Solvency was filed with the Registrar of Companies vide SRN C38743084 dated 04.01.2015.

7. Pursuant to the provisions of Section 484 (1) of the Act and other applicable provisions of the Act, the Extra Ordinary General Meeting of the Members of said company was held on 05.01.2015 and a special Resolution was passed, whereby J.P. Kapur & Uberai, Chartered Accountants were appointed as the Voluntary Liquidator of the Company. In this regard Form MGT-14 was filed with the Registrar of Companies.

8. As per the requirement of Section 485 of the Companies Act, Company has published a Notification in newspapers namely “Financial Express” in English and “Hari-Bhoomi” in Hindi on 13.01.2015 and in “The Official Gazette of India” on 07.02.2015.

9. Notice of appointment of Voluntary Liquidator in Form 152 as required under Section 493 read with Rule 315 of the Companies (Court) Rules, 1959 was filed with the Registrar of Companies. Voluntary Liquidator had also published Form 151 of his appointment as Voluntary Liquidator.

10. Further, pursuant to the provisions of Section 497 of the Companies Act, Liquidator had also published Form No.155 in the newspapers namely “Financial Express” in English &“Hari-Bhoomi (Hindi) on 07.08.2015 and in the Official Gazette on 05.09.2015 for final meeting on 15.09.2015.

11. The Final Meeting of the said company was held on 15.09.2015 and the Voluntary Liquidator 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 05.01.2015 to 06.08.2015 with the Registrar of Companies, NCT of Delhi & Haryana in Form 156 vide SRN C64504699 dated 21.09.2015 & Form 157 vide SRN C64500556 dated 21.09.2015 and with the Official Liquidator on 20.11.2015.

12. Official Liquidator has received „No Dues‟ Certificate from Income Tax Department and „no objection‟ has been received from the Registrar of Companies.

13. Voluntary Liquidator Mr. Arun Magon, Partner of J.P. Kapur & Uberai, Liquidator, & Directors i.e. Mr. Amrit Mehta, Mr. Harish Mehta, Mr. Rakesh Kumar Awasthi& Mr. Vijay Mehta have furnished Indemnity Bonds & Affidavits dated 11.05.2016 undertaking to “(a) to pay and settle all lawful claims arising in future after the winding up of the company (b) to indemnify any person for any losses that may arise pursuant to winding up of the company.

(c) to settle all lawful claims and liabilities which have not come to our notice upto this stage, even after the winding up of the company pursuant to the provisions of the Companies Act, 1956”.

14. The Official Liquidator is also satisfied that the necessary compliance of Section 497 and other relevant provisions of the Companies Act has 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.