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2017 Supreme(Del) 3345
IN THE HIGH COURT OF DELHI AT NEW DELHI
YOGESH KHANNA, J.
In The Matter of GIP Investment Advisors India Private Limited (In Vol. Liqn.) - Petitioner
CO. PET. No. 56 of 2017
Decided On : 25-10-2017
Advocate Appeared:
For the Petitioner: Mr. D. Bhattacharya
The compliance with relevant provisions of the Companies Act and Companies (Court) Rules, along with obtaining NOCs from relevant authorities, is crucial in the voluntary winding up of a company.
Headnote:
Companies Act - Voluntary Winding up - 497(6) - Sections 490, 516, 551, 484-497, 315, 151, 152, 153, 154, 156, 157, 488, 329, 331 - The court discussed the compliance with provisions of Sections 484 to 497 of the Companies Act 1956 and related Companies (Court) Rules, 1959 for Members Voluntary winding up of a company. The Official Liquidator was satisfied with the compliance and NOCs from the Registrar of Companies and Income Tax Department, leading to the dissolution of the company.
Fact of the Case:
The Official Liquidator filed a petition under section 497(6) of the Companies Act, 1956 seeking Voluntary Winding up of GIP Investment Advisors India Private Limited.
Finding of the Court:
The Official Liquidator was satisfied with the compliance of the company, its directors, and the Voluntary Liquidator with the relevant provisions of the Companies Act and Companies (Court) Rules. The NOCs from the Registrar of Companies and Income Tax Department were also considered, leading to the dissolution of the company.
Issues: Compliance with provisions of the Companies Act and Companies (Court) Rules for Members Voluntary winding up, NOCs from relevant authorities, and conduct of liquidation proceedings and affairs of the Company.
Ratio Decidendi: The compliance with relevant provisions of the Companies Act and Companies (Court) Rules, along with the NOCs from the Registrar of Companies and Income Tax Department, influenced the court's decision to dissolve the company.
Final Decision: The court ordered the dissolution of the company based on the satisfaction of compliance with relevant provisions and the NOCs from the Registrar of Companies and Income Tax Department.
Yogesh Khanna, J.
1. This is a petition under section 497(6) of the Companies Act, 1956 (hereinafter as “the Act”) by the Official Liquidator, seeking Voluntary Winding up of GIP Investment Advisors India Private Limited (hereinafter as “the company”).
2. GIP Investment Adviser (India) Private Limited was incorporated on 16.05.2008 having Corporate Identity Number U65993DL2008PTC178222 under the provision of the Companies Act 1956 with Registrar of Companies NCT of Delhi and Haryana with authorised capital of Rs.2,10,00,000 divided into 2100000 each.
3. The paid up capital of the Company as per the master data available on the portal of MCA 21 is Rs.2,08,05,000/- divided into 2080500 equity shares of Rs.10 each.
4. The Company was incorporated and registered with the Registrar of Companies having its registered office situated at A-16/4, Vasant Vihar, New Delhi, 110057. Further on the date of passing of resolution for winding up of the company voluntarily, the registered office continues to be well within the territorial jurisdiction of NCT of Delhi and as such the Official Liquidator attached to this Court is having the jurisdiction to file this report.
5. The Company was incorporated to carry on the business as set out in the object clause of its Memorandum of Association.
6. Pursuant to the provisions of Section 490 and other applicable provisions of the Companies Act, 1956 an Annual General Meeting of the members of GIP Investment Advisors (India) private Limited was held on 31.10.2013 at A-16/4, Vasant Vihar, New Delhi and a special resolution was passed that M/S Luthra and Luthra Chartered Accountant be appointed as the Voluntary Liquidator of the Company at total remuneration of Rs. 200,000/- only in addition to applicable taxes and the actual out of pocket expenses for winding up of the affairs of the Company. The declaration of solvency was executed and approved by the Board of directors in their meeting held on 29.10.2013 and filed with the office of Registrar of Companies, NCT of Delhi and Haryana, New Delhi in Form No. 149 as prescribed under Rule 488 of the Companies (Court) Rules, 1959 wherein it was declared by all directors of the Company that they have made a full enquiry into the affairs of this Company, and having done so, they have formed the opinion that the Company would be able to pay its debts, in full within a period of 3 years from the commencement of winding-up. They appended a statement of the Company’s assets and liabilities as on 30.04.2013, being the latest practicable date before making of their declaration.
7. The Voluntary Liquidator has given notice of his appointment under Rule 315 of the Companies (Court) Rules, 1959 in Form No. 151 published in Official Gazette on 14.12.2013 and filed Form No. 152 for appointment before the Registrar of Companies, NCT of Delhi and Haryana on 26.11.2013.
8. As per requirement of Section 516 of the Companies Act, 1956, Voluntary Liquidator has published a notification in the Newspaper namely “The Times Of India” in English and “Navbharat Times” in Hindi on 08.11.2013 with respect to the Annual General Meeting of the Company held on 31.10.2013 and the same has also been published in “The Official Gazette Of India” on 23.11.2013.
9. As per requirement of Section 551 of the Companies Act, 1956 read with Rule 327 of the Companies (Court) Rules, 1959, the Voluntary Liquidator has filed statement of account in Form 153 and 154 before the Registrar of the Companies, NCT of Delhi and Haryana on 13.02.2015, 28.05.2015, 29.11.2015, 22.03.2016.
10. Pursuant to the provision of Section 497 of the Companies Act, 1956, the Voluntary Liquidator has published the required notification in the daily newspaper “Haribhoomi” in Hindi & “The Financial Express” in English on 06.02.2016 and also in the Official Gazette published on 05.03.2016 for final meeting on 31.03.2016.
11. Pursuant to the provision of Section 497 of the Companies Act, 1956, the Extra Ordinary General Meeting w
