Full Text
HIGH COURT OF DELHI
Date of Decision: 14.02.2020
MARWAH OVERSEAS PRIVATE LIMITED (IN VOL.LIQN.) ..... Petitioner
Through Ms. Sangeeta Chandra, Advocate for Official Liquidator.
JUDGMENT
1. The present petition has been filed under Section 497(6) of The Companies Act, 1956 (herein referred to as “the Act”) by the Official Liquidator, seeking voluntary winding up of the Company MARWAH OVERSEAS PRIVATE LIMITED (in members Voluntary Liquidation).
2. The petitioner Company, MARWAH OVERSEAS PRIVATE LIMITED (hereinafter referred to as the Company (in Voluntary Liquidation) was incorporated under the provisions of „the Act‟ on 23.08.1995 having Corporate Identity Number 2020:DHC:1104 U74899DL1995PTC071886 with the Registrar of Companies, NCT of Delhi & Haryana.
3. The registered office of the Company (in Voluntary Liquidation) is situated within the territory of NCT of Delhi at 21, Rajindra Bhawan, Pusa Road, New Delhi – 110008.
4. The Company (in Voluntary Liquidation) was having Authorized Share Capital of Rs. 1,00,00,000/- divided into Rs. 10,00,000 equity shares of Rs. 10/- each and the Paid - Up Share Capital is Rs. 1,00,000 divided into 10,000 (Ten Thousand) equity shares of Rs. 10/- (Rupees Ten) each.
5. The first promoters at the time of incorporation were Mr. Surinder Singh Marwah and Mr. Jasmeet Singh Marwah.
6. At the time of Members Voluntary Winding up of the Company (in Voluntary Liquidation) there were two shareholders. The Directors at the time of Members Voluntary Winding up were 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 31.03.2009 and 31.03.2008 are annexed to the petition.
7. The prescribed Form No. 149 for the Declaration of Solvency was filed with the Registrar of Companies on 27.01.2010.
8. Pursuant to the provisions of Section 484(1) and other applicable provisions of „the Act‟, the Extra-Ordinary General Meeting of the members of the Company (in Voluntary Liquidation) was held on 20.01.2010 and a special resolution was passed whereby, Sh. Jasmeet Singh Marwah was appointed as the Voluntary Liquidator of the Company without any remuneration except the liquidation expenses on actual basis.
9. As per the requirement of Section 485 of „the Act‟, the Company (in Voluntary Liquidation) has published a notice in the newspapers namely „Veer Arjun‟ (Hindi) and „The Statesman‟ (English) on 26.01.2010 as well as in the Official Gazette (English & Hindi) on 20.02.2010.
10. The notice for appointment of Voluntary Liquidator in Form 152 as required under Section 516 read with Rule 315 of the Companies (Court) Rules, 1959 was filed with the Registrar of Companies. The Voluntary Liquidator has also published Form No. 151 for his appointment in the newspapers namely „Veer Arjun‟ (Hindi) and „The Statesman‟ (English) on 26.01.2010 as well as in the Official Gazette (English & Hindi) on 20.02.2010.
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 19.05.2010 and in the Official Gazette (English & Hindi) on 19.06.2010 for convening the Final Meeting to be held on 22.06.2010.
12. The Final Meeting of the Company (in Voluntary Liquidation) was held on 22.06.2010 and the Voluntary Liquidator filed accounts of the Company (in Voluntary Liquidation) in Form No. 156 & 157 as prescribed under Rules 329 & 331 of the Companies (Court) Rules, 1959 for the period from 20.01.2010 to 10.05.2010 with the Official Liquidator on 29.06.2010 and before the Registrar of Companies, NCT of Delhi & Haryana, New Delhi on 15.01.2011.
13. Both the Directors namely Mr. Surinder Singh Marwah, S/o Sh. Inder Singh Marwah and Mr. Jasmeet Singh Marwah, S/o Sh. Surinder Singh Marwah have jointly filed an Indemnity Bond & their respective Affidavits dated 27.12.2010 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 (in Voluntary Liquidation).
14. The Official Liquidator has received No Objection Certificate from the Registrar of Companies.
15. The Income Tax Office has, on 11.11.2019, raised a net outstanding tax demand of Rs. 4,326/- (plus interest as applicable) for the assessment years (A.Y.) 2001-02, 2002-03 and 2006-07 which has been deposited by the Voluntary Liquidator. A sum of Rs. 1,279/- has been deposited for A.Y. 2001-02, Rs. 88/- for A.Y. 2002-03 and Rs. 2,959/- for A.Y. 2006-07 aggregating to Rs. 4,326/- as demanded by the Income Tax office and therefore, there are no dues from the Income Tax department.
16. The Official Liquidator has indicated satisfaction that the necessary compliance of Section 497 and other relevant provisions of „the Act‟ have been made and the affairs of the Company (in Voluntary Liquidation) have not been conducted in a manner prejudicial to the interest of its members or to the public interest and the Company (in Voluntary Liquidation) 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 with the name MARWAH OVERSEAS PRIVATE LIMITED 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 Act‟.
19. The petition is accordingly disposed of.
JYOTI SINGH, J FEBRUARY 14, 2020 yo/