Full Text
HIGH COURT OF DELHI
Date of Decision: 27.05.2019
IN THE MATTER OF M/S ANGLO AMERICAN EXPLORATION (I) PRIVATE LIMITED
(IN MEMBERS’VOL. LIQN.). .... Petitioner
Through Mrs. Isha Khanna, Advocate for the Official
Liquidator.
JUDGMENT
1. This is a petition filed under Section 497 (6) of the Companies Act, 1956(herein referred to as “the Act”) by the Official Liquidator (OL) seeking for voluntary winding of M/s Anglo American Exploration (I) Private Limited. (in Members Voluntary Liquidation) (herein referred to as the “said company”).
2. The said company was incorporated under the provisions of the Act with the name “ANGLO AMERICAN EXPLORATION (INDIA) PRIAVTE LIMITED” with Registrar of Companies (ROC), NCT of Delhi & Haryana on 27.04.2001 with an authorized share capital of Rs.14,00,00,000 (Rupees Fourteen Crores only) divided into 1,40,00,000 (One Crore Forty Lac only) shares of Rs.10 (Rupees Ten) each.
3. The registered office of the said company is situated within the territory of NCT of Delhi at A-1/292, Ground Floor, Janak Puri, New Delhi–
110058. 2019:DHC:2878
4. The first promoters at the time of incorporation of the said company were Bindu Saxena and Shailendra Swarup.
5. At the time of Members Voluntary Winding up of the said company, there were two shareholders. The directors at the time of Members Voluntary Winding up were Parthasarathy Balakrishna and Tarun Jaggi. The financial position of the said company as disclosed in the audited balance sheets ending on 31.03.2015, 31.03.2014 & 31.03.2013 are also annexed to the present petition.
6. The prescribed Form No. 149 for the Declaration of Solvency was filed with the ROC on 17.09.2015 vide SRN NO. C64167653.
7. Pursuant to the provisions of Section 484(1) of the said Act and other applicable provisions of the Act, the Extraordinary General Meeting of the said company was held on 16.09.2015 and a special resolution was passed whereby Mr. Rakesh Kumar was appointed as Voluntary Liquidator of the said company at a remuneration fixed at Rs. 2,00,000/- (Rupees Two Lacs Only)
8. That as per the requirement of the provisions of Section 485 of the Act, the said company has published a notification in newspapers namely “Business Standard” (English) & “Business Standard” (Hindi) on 16.10.2015 as well as in the Official Gazette (English & Hindi) on 14.11.2015.
9. The notice for 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 ROC by the said Company. The Voluntary Liquidator had also filed Form 151 with ROC for his appointment as Voluntary Liquidator.
10. Further, pursuant to the provisions of Section 497(1) of the Act, the Liquidator has also published Form No.155 in the newspaper namely “Business Standard” (English & Hindi) on 08.11.2017 and Official Gazette on 18.11.2017 for final meeting on 22.12.2017.
11. The Final Meeting of the said company was held on 22.12.2017 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 16.09.2015 to 30.11.2017 with the OL on 29.12.2017 and before the ROC on 28.12.2017.
12. The OL has received No Dues Certificate from Income Tax Department dated 28.02.107 and no objection has been received from the ROC dated 01.10.2018.
13. The Voluntary Liquidator has filed affidavit dated 01.05.2018 and the directors of the said company have filed indemnity bonds dated 01.05.2018 with the OL undertaking that in case of any statutory or other dues to any of the department of Central and State Government, any other local authority or any of the secured or unsecured creditor that becomes payable by the company in future on account of the outcome of any assessment or any other order or instruction issued by any administrative, judicial or quasi-judicial authority, the same shall be paid by the indemnifier either by himself or jointly with the other indemnifiers.
14. The OL 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 i.e. 01.05.2019.
16. A copy of this order be filed by the OL with the ROC within the statutory period, as provided for in the Act.
17. The petition is accordingly disposed of.
JAYANT NATH, J. MAY 29, 2019