Full Text
HIGH COURT OF DELHI
Date of Decision: 11.07.2025
SEVENSEAS GLOBAL EXPRESS LOGISTICS PVT LTD .....Petitioner
Through:
Through: Mr. Amit Agrawal, SC for OL
JUDGMENT
1. This is an Application filed on behalf of the Official Liquidator under Section 481 of the Companies Act, 1956 [hereinafter referred to as “Act”] seeking dissolution of the Company, M/s Delta Comnet Pvt. Limited [hereinafter referred to as “the Company”]. It is apposite to set out the prayers in the Application which reads as follows: “i) The Company in Liquidation - Delta Comnet Private Limited, be dissolved under section 481 of the Companies Act, 1956 and the Official Liquidator may be discharged as the Liquidator; ii) The Official Liquidator be permitted to close the books of accounts of the Company (in Liqn); iii) The Official Liquidator be exempted from carrying out the publication of the citation of the final winding up and from inviting claims;”
2. A petition under Sections 433 (e), 434 and 439 of the Act was filed by the Petitioner against the Respondent seeking winding up of the Respondent Company for non-payment of dues of the Petitioner. The Court by an order dated 12.02.2015 appointed Official Liquidator as the Provisional Liquidator in respect of the assets of the Company and directions were passed for the provisional liquidator to take possession of all assets, books of account of the Company.
3. The citation for provisional winding up of the Company was published in “Statesman (English)”, “Jan Satta (Hindi)” newspaper as well as in Delhi Gazette pursuant to order dated 12.02.2015.
4. Furthermore, pursuant to the order dated 12.02.2015, the Ex-directors were also required to file their Statement of Affairs within 21 days; which were filed on 24.07.2019 by Mr. Deepender Singh Bedi and on 05.05.2020 by Mr. Vikram Sharma after a considerable delay of around four years, which was found to be defective. The third Ex-director Smt. Kawaljt Kaur did not file any statement of Affairs. This is set out below: S.No. Name of Director Status of Statement of Affairs Statement U/R 130 Recorded on
1. Mr. Deepender Singh Bedi R/o 1149, Sector-21, Gurugaon- 122016 Pune Filed on 24.07.2019 but was found to be defective Yes 01.05.2015 & 16.07.2018
2. Mr. Vikram Sharma R/o 146, Pushp Vihar, Sector- 1, New Delhi- 1 10017 Filed on 05.05.20 but was found to be defective Not recorded Not recorded
3. Smt Kawaljt Kaur R/o 5, Staff Quarter, Kasturba Niketan, No statement was filed. Lajpat Nagar-III New Delhi- 110024
5. Thereafter, since the Ex-directors failed to submit a complete Statement of Affairs, the office of the OL issued multiple defect letters and reminder letters, directing them to cure the defects and to record their statements under Rule 130 of the Company Court Rules, 1959. Despite these communications, the Ex-directors have not rectified the defects to date.
6. As per the records of the Registrar of Companies [hereinafter referred to as “ROC”], NCT Delhi & Haryana, the Registered Office of the Company was shown at D-159, Okhla Industrial Area, Phase-I, New Delhi [hereinafter referred to as “the premises”]. The OL has clarified that the said Premises were taken on rent by the Company in Liq..) from Ms Golf Technologies Private Limited [hereinafter referred to as “Golf Technologies”], the owner of the Property. 6.[1] By an order dated 09.02.2022, a Coordinate Bench of this Court in pursuance of an Application being CO.APPL. 727/2020 passed an order directing that the OL shall hand over the possession of the Premises to the Authorized Representative of the Applicant/Company. This order was passed after the learned Counsel for the OL had filed a Reply to the Application affirming that they had verified the title of the Applicant/Company. The relevant extract of the order dated 09.02.2022 is set out below:
Liquidator (OL). Currently the said premises is lying vacant and the same has been sealed by the OL.
4. In the aforesaid context, the applicant prays that possession of the premises be handed over to the applicant.
5. The OL has filed a reply affirming that the title deeds of the property in question have been verified and the same belong to the applicant.
6. Mr. Sharma, learned counsel appearing for the OL states that he has no objection if the property in question is handed over to the applicant.
7. In view of the above, the present application is allowed and the OL is directed to hand over the possession of the premises. bearing No.D-159, Okhla Phase-I, New Delhi, to the authorised representative of the applicant (Golf Technologies Pvt. Ltd.)” 6.[2] The learned Counsel for the OL has now affirmed that in spite of letters issued by the office of the OL including dated 11.03.2024 and 09.05.2025, the possession of the Premises has not been taken by the owner till date.
7. From a perusal of the record, it is seen that the office of the OL has addressed letters to Mr. Joby Varghese, Advocate [Email.ID.: lawjpv@gmail.com] and the Company on its address at Golf Technology Private Limited, HR 139/7, Third Floor, Pul Prahladpur. However, the CO.APPL. 727/2020 sets out a different address of the Company in its Board Resolution attached with the said Application. In addition, the Affidavit which is annexed with the said Application, also sets out the name and address of one Mr. Sunil Sharma., Authorized Representative of the Company. 7.[1] Learned Counsel for the OL thus directed to the sent a communication to the correct address/correct Authorized Signatories to ensure compliance of the order dated 09.02.2022 within a period of 8 weeks from today.
8. The office of the OL conducted an auction to sell all the moveable assets of the Company lying in the premises. All moveable assets of the Company were sold to Arshi International India, auction purchaser for a sum of Rs.1,70,000/- on 03.03.2019.
9. Learned Counsel for the OL submits that the only recovery that the office of the OL has been able to make is in the sum of Rs. 1.[7] lacs from the movable assets of the Company. It is submitted that the fund position of the Company is abysmally low and there no other assets, moveable or immovable from which any money may be realized for the Company as no claims of any creditors can be serviced. 9.[1] Thus, learned Counsel for the OL submits that no useful purpose remains in continuing with the process of liquidation.
10. Learned Counsel for the OL also submits that approximately Rs. 1.[6] lacs have already been expended by the office of the OL as liquidation expenses over the last 10 years. As per the statement filed by the OL, the total fund possession as on 26.06.2025 of the Company is Rs. 1,60,054.50/-.
11. The Supreme Court in the case of Rishabh Agro Industries Limited v. P.N.B. Capital Services Limited[1], has held that winding up proceedings only starts the process of closing the affairs of the Company and ultimately order of dissolution of the Company has to be passed. Relevant extract is reproduced below:
the Company in terms of Section 481 of the Companies Act. The words "shall be deemed to commence" in Section 441 of the Companies Act clearly show the intention of the legislature that although the winding up of a petition does not in fact commence at the time of presentation of the petition itself but it shall be presumed to commence from that stage. The word "deemed" used in the section would thus mean, "supposed", "considered", "construed", "thought", "taken to be" or "presumed".” [Emphasis supplied] 11.[1] In the case of Meghal Homes (P) Limited v. Shree Niwas Girni K.K. Samiti[2], the Supreme Court has held that an order for dissolution of the Company can be made either when the Company has wound up or due to insufficiency of funds the OL cannot proceed with winding up or for any other just reason. The relevant extract of Meghal Homes case is as follows: “When the affairs of the company had been completely wound up or the Court finds that the Official Liquidator cannot proceed with the winding up of the company for want of funds or for any other reason, the court can make an order dissolving the company from the date of that order. This puts an end to the winding up process”.
12. In view of the settled law, this Court does not deem it apposite to continue with the liquidation proceedings and directs that the liquidation proceedings be brought to an end. 12.[1] Accordingly, the following directions are passed:
(i) The Official Liquidator is permitted to close the Books of Accounts of the Company.
(ii) The Official Liquidator is permitted to transfer the balance amount in respect of Rs. 1,60,054.50/- to the common pool.
(iii) The Official Liquidator shall ensure that the possession of the premises at D195, Okhla Industrial Area, Phase-I, New Delhi is handed over to M/s Golf Technology Private Limited within a period of 8 weeks from today.
13. Accordingly, the Company, M/s Delta Comnet Pvt. Limited is dissolved. The Official Liquidator is also discharged. 13.[1] A copy of this order be communicated to the concerned Registrar of Companies by the office of the Official Liquidator.
14. The Application is disposed of in the aforegoing terms. Consequently, the Petition is also disposed of. All pending Applications stand closed.
TARA VITASTA GANJU, J JULY 11, 2025/r/ha