Full Text
HIGH COURT OF DELHI
Date of Decision: 24.10.2019
KARMIC BIOSCIENCE PRIVATE LIMITED ..... Petitioner
Through Mrs. Isha Khanna, Standing Counsel for OL.
Through Nemo
JUDGMENT
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 Karmic Bioscience Pvt. Ltd (in members voluntary liquidation).
2. The said Company was incorporated under the provisions of the Companies Act, 1956 on 07.05.2010 with the name „KARMIC BIOSCIENCE PVT. LTD.‟ Having Corporate Identity Number U24232DL2010PTC202384 with the authorized share capital of Rs.3,00,000/- (Rupees Three Lacs only) divided into 30,000 (Thirty Thousand only) equity shares of Rs.10/- (Rupees Ten) each. 2019:DHC:5561
3. The registered office of the company is situated within the territory of NCT of Delhi at 511, Jyoti Shikhar, Distt. Centre Janakpuri, New Delhi-
110058.
4. The first promoters at the time of incorporation were Mr. Anil Shrivastava, Mr. Sandeep Amar and Mr. Ashish Bawa.
5. At the time of Members Voluntary Winding up of the petitioner company, there were three shareholders. The directors at the time of Members Voluntary Winding-up were Mr. Anil Shrivastava & Mrs. Vertila Shrivastava. The financial position of the company as disclosed in the audited balance sheets ending as on 31.03.2015 and 31.03.2014 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 No. C79616777 dated 23.02.2016.
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 05.03.2016 and a special resolution was passed whereby Ms. Monika Kohli was appointed as the Voluntary Liquidator of the Company.
8. That as per the requirement of Section 485 of the Act, the Company has published a notification in the newspapers namely “Business Standard” in Engligh and Hindi Edition on 16.03.2016 and in “the Official Gazxette of India” on 09.04.2016.
9. The notice of appointment of Voluntary Liquidator in Form 152 as required under Section 516 R/W Rule 315 of the Companies (Court) Rules, 1959 was filed with the Registrar of Companies. The Voluntary Liquidator had also published Form 151 for his appointment as Voluntary Liquidator.
10. Further, pursuant to the provisions of Section 497 of the Act, the Liquidator has also published Form No.155 in the newspapers namely “Business Standard” in Hindi & English Edition on 15.02.2017 and 16.02.2017 respectively and in the Govt. Gazette on 11.03.2017 for convening the final meeting to be held on 20.03.2017.
11. The Final Meeting of the said company was held on 20.03.2017 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 05.03.2016 to 15.02.2017 before the Official Liquidator and the Registrar of Companies, NCT of Delhi & Haryana, New Delhi on 24.03.2017 & 23.03.2017.
12. The Directors of the Company have furnished Indemnity Bond & Affidavit dated12.03.2018 with the Official Liquidator undertaking as under: “(a) to pay and settle all lawful claims arising out of voluntary winding up of the company. (b) to indemnify any statutory / government authority for any such losses that may arise pursuant to voluntary winding up of the company.
(c) to settle all lawful claims and liabilities which have not come to my notice at this state, even after the voluntary winding up of the Company”.
13. The Official Liquidator has received No Dues Certificate from Income Tax Department and no objection has been received from the Registrar of Companies.
14. 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.
15. 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.
16. A copy of this order be filed by the Official Liquidator with the Act.
17. The petition is accordingly disposed of.
JYOTI SINGH, J OCTOBER 24, 2019 ///