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2018 Supreme(Del) 1971
IN THE HIGH COURT OF DELHI AT NEW DELHI
JAYANT NATH, J.
IN THE MATTER OF ASCERTIVA INDIA PRIVATE LIMITED (IN VOL.LIQN.) - Appellant
CO.PET. No. 16 of 2018
Decided on : 10-08-2018
Advocate Appeared:
For the Appellant : Mr. Kunal Sharma, Adv.
The completion of the voluntary winding up process, no dues certificate, and compliance with statutory requirements are crucial in obtaining the court's approval for the dissolution of a company.
Headnote:
Companies Act - Voluntary Winding up - Section 497(6)
Fact of the Case:
The Official Liquidator filed a company petition for the voluntary winding up of ASCERTIVA INDIA PRIVATE LIMITED. The company had passed a special resolution for voluntary liquidation, appointed a Voluntary Liquidator, and completed the winding up process. The Income Tax Department provided a no dues certificate, and the Official Liquidator requested the ROC to point out any objection in granting the NOC for Final Dissolution.
Finding of the Court:
The court found that the affairs of the company had been conducted in a manner not prejudicial to the interests of the company, its shareholders, or the general public. The court allowed the petition and ordered the company to be wound up and deemed dissolved from the date of the filing of the petition.
Issues: Voluntary winding up process, compliance with statutory requirements, no dues certificate from the Income Tax Department, filing of necessary forms with the ROC
Ratio Decidendi: The court considered the completion of the voluntary winding up process, the no dues certificate from the Income Tax Department, and the compliance with statutory requirements as key factors in reaching its decision.
Final Decision: The court allowed the petition and ordered the company to be wound up and deemed dissolved from the date of the filing of the petition.
JAYANT NATH, J.
1. This is a company petition, preferred under Section 497 (6) of the Companies Act, 1956 (herein referred to as “the Act”) by the Official Liquidator (OL) for Voluntary Winding up of ASCERTIVA INDIA PRIVATE LIMITED ((herein referred to as the “said company”) from the date of filing of the instant petition.
2. The record shows that the said Company in issue was incorporated on 18.01.2011. The Corporate Identity Number of the Company is U74140DL2011FTC212769. The registered office of the said Company in issue is stated to be situated at N-59, Greater Kailash-I, New Delhi – 110048. The main object to be pursued by the said Company, as stated in the Memorandum of Association, is to carry on the business of consultancy, designing and managerial services for the electrical renewable energy and piped gas sector, in respect of electrical circuits and wiring and providing electrical safety services, gas installation, piped gas, cost control, reduction of risk to assist Government, local authorities, housing associations and other private companies and persons in India and abroad; and to provide consultancy, management and other design services for establishing, managing and running captive power plants, general hydroelectric power supply, co-generation power plants, energy conversation projects, renewable energy power stations, generate electrical power through natural resources like hydel, solar, wind, tidal, gas, fossil fuel like thermal, coal, L&G, CNG, LPG and lay down, establish, fix and carry out all necessary power stations, cables, wires, lines, cities, towns, streets, docks, industries, markets, theatres, building and all other places, both private and public in India and abroad.
3. The authorised share capital of the said company is Rs. 50,00,000/- (Rupees Fifty Lakhs Only), divided into 5,00,000 (Five Lakhs) equity shares of Rs. 10/- (Rupees Ten) each. The record shows that the paid-up share capital of the said Company is Rs. 15,62,500/- (Rupees Fifteen Lakhs, Sixty-Two Thousand, Two Hundred and Fifty only), divided into 1,56,250 (One Lakh, Fifty-Six Thousand, Two Hundred and Fifty only) equity shares of Rs. 10/-, each fully paid up. As per the records, Ascertiva Groups Limited holds 1,56,249 shares and Electrical Contractor Association Ltd. holds 1 share.
4. The directors of the said Company in issue, as on the date of passing the resolution of voluntary winding up, were Ms. Emma Clancy, Mr. Matthew John Gantley, Mr. Mark Antony Sibley and Mr. William Hilton Wright.
5. The Board of Directors of the said Company in their meeting held on 24.03.2016, executed and approved a Declaration of Solvency, which was filed with the Registrar of Companies (ROC), NCT of Delhi & Haryana, New Delhi, in Form 149, as prescribed under Rule 313 of the Companies (Court) Rules, 1959 and Section 488 of the Act, along with a statement of assets and liabilities as on 29.02.2016, being the latest practicable date. The said declaration is indicative of the fact that upon an enquiry being made from the company, an opinion had been formed that the company would be able to pay its debts in full within a period of one year from the commencement of the winding up.
6. An extra-ordinary general meeting of the members of the said Company was held on 31.03.2016, where a special resolution for the voluntary liquidation of the said company, by the members, was passed and Mr. Pranav Kumar, Partner, M/s Pranav Kumar and Associates, Company Secretaries was appointed as the Voluntary Liquidator of the said Company at a remuneration of Rs. 3,00,000/- (Rupees Three Lakhs Only).
7. The resolution for the members voluntary winding up of the said Company passed on 31.02.2016, as required under Section 485(1) of the Act, was published in the newspaper, ‘Pioneer’ (English) on 05.04.2016.
8. The Voluntary Liquidator published the notification of his appointment, as required under Section 516 of the Act, read with Rule 315 of the Companies (Court) Rules,
